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Item 9A. Controls and Procedures

2024-03-13 compared with 2023-03-23 · 1135 added, 927 removed, 870 unchanged (70% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of disclosure controls

and procedures.

We maintain disclosure controls and

procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and

Exchange Commission (the “Commission”) is recorded, processed, summarized and reported within the time periods specified in

the rules and forms of the Commission and that such information is accumulated and communicated to our management, including the Chief

Executive Officer (“CEO”) (Principal Executive Officer), and Chief Financial Officer (“CFO”) (Principal Financial

Officer), as appropriate to allow timely decisions regarding the required disclosure.

In designing and assessing our disclosure controls

and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving their stated control objectives and are subject to certain limitations, including the exercise of judgment

by individuals, the difficulty in identifying unlikely future events, and the difficulty in eliminating misconduct completely.

Our management,

with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e)

and 15d-15(e) of the Securities Exchange Act of 1934, as amended.

Based upon this assessment, our CEO and CFO have concluded that our

disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal

Control over Financial Reporting

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission (the “Commission”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer (“CEO”) (Principal Executive Officer), and Chief Financial Officer (“CFO”) (Principal Financial Officer), as appropriate to allow timely decisions regarding the required disclosure.

In designing and assessing our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their stated control objectives and are subject to certain limitations, including the exercise of judgment by individuals, the difficulty in identifying unlikely future events, and the difficulty in eliminating misconduct completely.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended.

Based upon this assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control over

Financial Reporting

Our management is responsible for establishing and

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acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

In our annual report on Form 10-K for the year ended

December 31, 2021 and our quarterly reports on Form 10-Q for the periods ended March 31, 22, June 30, 2022 and September 30, 2022, management

concluded that internal controls over financial reporting were not effective as of those dates because of a material weakness in our internal

control over financial reporting as described below.

A material weakness is defined as a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of a Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

Certain revenue contracts that contained nonstandard

terms and conditions were not appropriately evaluated in accordance with ASC 606, “Revenue from Contracts with Customers.”

Specifically, management did not have the appropriate controls in place over the determination of revenue recognition for nonroutine and

complex revenue transactions.

The material weakness identified resulted in errors in the Company’s books and records in fiscal year

2021 which led to audit adjustments.

However, the errors arising from the underlying revenue adjustments were not material to the financial

statements reported in any interim or annual period and therefore, did not result in a revision to any previously filed financial statements.

During the year ended December 31, 2022, management

implemented its remediation plan which included the following:

● consulted with third-party experts for guidance on large and/or unique contracts to ensure ASC 606 guidance

was accurately applied and documented;

● updated our ASC 606 revenue templates to ensure unique contract provisions were able to be identified

so ASC 606 guidance was applied accurately;

● instituted more robust collaboration with the Company’s operation personnel to identify nonstandard

contract terms in order to determine appropriate treatment under ASC 606;

● continued training of accounting and operations personnel on ASC 606 by subject matter experts and internal

financial department to ensure proper application of guidance under ASC 606.

We tested and evaluated the design and operating effectiveness

of our remediation plan and have determined that the material weakness identified above has been remediated.

Management, with the participation of our CEO and

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Changes in Internal Control over Financial Reporting

Other than the steps taken in implementing our remediation

plan as discussed above, there was no other change in our internal control over financial (as defined in Rules 13a-15(f) and 15d-15(f)

There was no change in our internal control over financial (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

OTHER INFORMATION

the quarter ended December 31, 2023, no director or “officer” (as defined in

Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)

of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth, as of the date of this Report, information concerning our Board of Directors (the “Board”):

Lieutenant General (LTG) (ret) Thomas P.

EVP of Strategic Initiatives

President and CEO

Honorable Joe R.

Honorable Zach P.

Duff was unanimously elected by the Board effective April 20, 2023, to fill a newly created

directorship.

director is elected to serve until the next annual meeting of stockholders or until their respective successors are duly elected and

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that our Board considered in nominating or appointing each of them to serve as one of our directors.

Bostick, a director since August 2020, is currently the Chief Executive Officer (“CEO”) of Bostick Global Strategies, LLC,

a position he has held since July 2016.

Bostick Global Strategies, LLC provides strategic advisory support in the areas of engineering,

environmental sustainability, human resources, biotechnology, education, executive coaching, and Agile Project Management.

(ret .) Bostick, a director since August 2020, is

currently the CEO of Bostick Global Strategies, LLC, a position he has held since July 2016.

Bostick Global Strategies, LLC provides

strategic advisory support in the areas of engineering, environmental sustainability, human resources, biotechnology, education,

executive coaching, and Agile Project Management.

In February 2021, LTG (ret .)

Bostick was selected by U.

Senator Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of the Naming Commission consisting of eight appointed individuals, tasked with renaming Confederate-named military bases and property.

previously served (from November 2017 to February 2020) as the Chief Operating Officer (“COO”) and President of Intrexon

Bioengineering, a division of Intrexon Corporation (formerly NASDAQ:

Intrexon Bioengineering addresses global

challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered solutions to improve

sustainability and efficiency.

Since October 2020, Mr.

Bostick has served as a board member of CSX Corporation (NASDAQ:

CSX), a publicly-held

rail transportation company, and since December 2020, as a member of both the Finance Committee and the Governance Committee of CSX Corporation.

Since June 2021, Mr.

Bostick has served on the Board of Trustees of Fidelity Equity and High Income Funds overseeing

equity funds and high yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company.

Bostick continues to serve as a board member for several other privately-held and nonprofit organizations.

Bostick was named as one

of 2021’s Most Influential Black Corporate Directors by Savoy Magazine, a national publication that showcases and drives positive

dialogue about Black culture.

Bostick has had a distinguished career in the U.S.

Senator Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of the Naming

Commission consisting of eight appointed individuals, tasked with renaming Confederate-named military bases and property.

Bostick previously served (from November 2017 to February 2020) as the COO and President of Intrexon Bioengineering, a division of

Intrexon Corporation (formerly Nasdaq:

Intrexon Bioengineering addresses

global challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered

solutions to improve sustainability and efficiency.

Since October 2020, LTG (ret.) Bostick has served as a board member of CSX Corporation

CSX), a publicly-held rail transportation company, and since December 2020, as a member of both the Finance Committee and

the Governance Committee of CSX Corporation.

Since June 2021, LTG (ret.) Bostick has served on the Board of Trustees of Fidelity Equity and

High Income Funds overseeing equity funds and high yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment

management company.

LTG (ret.) Bostick continues to serve as a board member for several other privately-held and nonprofit organizations.

LTG (ret.) Bostick was named as one of 2021’s Most Influential Black Corporate Directors by Savoy Magazine, a national publication

that showcases and drives positive dialogue about Black culture.

(ret.) Bostick has had a distinguished career in the U.S.

military, retiring from the U.S.

Army in July 2016 with the rank of Lieutenant General.

Prior to his retirement, General Bostick held a variety of positions within the U.S.

Army, including the 53 rd Chief of Engineers and

Commanding General, U.S.

Army Corps of Engineers (2012-2016) and Deputy Chief of Staff and Director of Human Resources, U.S.

Army in July 2016 with the rank of

Lieutenant General.

Prior to his retirement, LTG (ret.) Bostick held a variety of positions within the U.S.

Army, including the

53 rd Chief of Engineers and Commanding General, U.S.

Army Corps of Engineers (2012-2016) and Deputy Chief of Staff and

Director of Human Resources, U.S.

Army (2009-2012).

General Bostick has been awarded many military honors and decorations during his military career, including the Distinguished Service

Medal, the Defense Superior Service Medal, and the Bronze Star Medal.

a White House Fellow, one of America’s most prestigious programs for leadership and public service, General Bostick was a special

LTG (ret.) Bostick has been awarded many military honors and decorations during

his military career, including the Distinguished

Service Medal, the Defense Superior Service Medal, and the Bronze Star Medal.

a White House Fellow, one of America’s most prestigious programs for leadership and public service, LTG (ret.) Bostick was a special

assistant to the Secretary of Veterans Affairs .

He graduated with a Bachelor of Science degree from the U.S.

Military Academy at West

Point and later returned to the Academy to serve as an Associate Professor of Mechanical Engineering.

He holds Master’s degrees

in Civil Engineering and Mechanical Engineering from Stanford University and a Doctorate in Systems Engineering from George Washington

He is a Member of the National Academy of Engineering and the National Academy of Construction.

Bostick’s distinguished career in both the government and private sectors brings valuable experience and insight into solving complex

issues domestically and globally.

His extensive knowledge and problem-solving experiences enhance the Board’s ability to address

significant challenges in the nuclear market and led the Board to conclude that he should serve as a director.

(ret.) Bostick graduated with a Bachelor of Science

degree from the U.S.

Military Academy at West Point and later returned to the Academy to serve as an Associate Professor of Mechanical

He holds Master’s degrees in Civil Engineering and Mechanical Engineering from Stanford University, an Executive MBA

from Oxford University, and a Doctorate in Systems Engineering from George Washington University.

He is a Member of the National Academy

of Engineering and the National Academy of Construction.

(ret.) Bostick’s distinguished career in both the government and private sectors brings valuable experience and insight into solving

complex issues domestically and globally.

His extensive knowledge and problem-solving experiences enhance the Board’s ability

to address significant challenges in the nuclear market and led the Board to conclude that he should serve as a director.

Centofanti, the founder of the Company and a director of the Company since its inception in 1991, currently holds the position of EVP

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evolving market, and led the Board to conclude that he should serve as a director.

April 20, 2023, Mr.

Duff was unanimously elected by the Company’s Board of Directors to serve as a member of Board to fill a newly

created directorship.

Duff is currently the Company’s President and CEO, a position he has held since September 2017.

joining the Company in 2016, Mr.

Duff has developed and implemented strategies to meet growth objectives in both the Treatment and Services

In the Treatment Segment, he continues to upgrade each facility to increase efficiency and modernize treatment capabilities

to meet the changing markets associated with the waste management industry.

This growth includes expansion into additional market sectors

including development of new clients in the commercial power and oil and gas industries.

In the Services Segment, which encompasses all

field operations, he has completed the revitalization of business development programs, which has resulted in increased competitive procurement

effectiveness, and broadened the market penetration within both the commercial and government sectors.

Within the Services Segment, Mr.

Duff has established a team of professionals with experience in conducting safe and efficient field operations while addressing complex

technical challenges associated with removal of radioactive and hazardous waste contamination.

Duff has over 39 years of management

and technical experience in the DOE and DOD environmental and construction markets as a corporate officer, senior project manager, co-founder

of a consulting firm, and federal employee.

Duff has an MBA from the University of Phoenix and received his B.S.

from the University

Duff’s extensive experience in the government sector has proven invaluable in the continuing growth of the Company’s Treatment

and Services Segments.

Duff’s comprehensive understanding of the Company’s operations, his proven leadership skills,

and his drive for new innovation in this evolving industry and market, led the Board to conclude that he should serve as a director.

Duggan, a director of the Company since May 2021, is the founder of SustainabiliD, a woman-owned advisory services firm working with

gamechangers to equitably solve the climate crisis.

She has been named the founding director of the University of Michigan’s SEAS

Sustainability Clinic in Detroit.

Duggan was appointed to the Department of Energy’s prestigious Secretary of Energy Advisory Board, serving under Secretary

Jennifer Granholm.

In February 2021, Michigan Governor Gretchen Whitmer also appointed Duggan to the State of Michigan’s Council

on Climate Solutions, to advise on the implementation of the MI Healthy Climate Plan, to reduce greenhouse gas emissions and to transition

toward economy-wide carbon neutrality.

She was appointed to the faculty and named as the Founding Director of the University

of Michigan’s School for Environmental and Sustainability (SEAS) Clinic in Detroit.

Duggan was appointed to the Department of Energy’s prestigious Secretary of Energy Advisory Board (SEAB), serving under

Energy Secretary Jennifer Granholm.

In February 2021, Michigan Governor Gretchen Whitmer also appointed Duggan to the State of Michigan’s

Council on Climate Solutions, to advise on the implementation of the MI Healthy Climate Plan, to reduce greenhouse gas emissions and

to transition toward economy-wide carbon neutrality.

More recently, Duggan also served on the Governor’s bipartisan Growing Michigan

Together Council (Infrastructure &Places Workgroup).

In 2020-21, Ms.

Duggan was a member of the Biden-Harris Transition Team on the Department of Energy

Agency Review Team.

Duggan was a member of the Biden-Harris Transition Team on the

Department of Energy Agency Review Team.

In May 2020, Ms.

Duggan was named a member of the Biden-Sanders Unity Task Force on Climate Change, serving as one

of Biden’s five delegates alongside Gina McCarthy and Sec.

and later co-chaired the climate change policy committee

and served as a Surrogate for the Biden campaign.

Duggan served nearly seven years in public-service leadership roles, including inside the Obama-Biden White House as Deputy Director

for Policy in the Office of Vice President Biden Policy to then Vice President Joe Biden for energy, environment, climate, and distressed

Simultaneously, she served as Deputy Director of the Detroit Federal Working Group to support Detroit’s revitalization.

Prior to the White House, Ms.

Duggan held several senior roles at the Department of Energy, including as Secretary Moniz’s embedded

Liaison to the City of Detroit (where she championed a citywide LED streetlight conversion), and in the Office of Energy Efficiency &

Renewable Energy as Director of Stakeholder Engagement, Director of Legislative, Regulatory & Urban Affairs, and as a Senior Policy

Duggan was named a member of the Biden-Sanders Unity Task Force on Climate

Change, serving as one of Biden’s five delegates alongside Gina McCarthy and Sec.

and later co-chaired the climate

change policy committee and served as a surrogate for the Biden campaign.

Duggan served nearly seven years in federal public-service leadership roles, including inside the Obama-Biden White House as Deputy

Director for Policy in the Office of then Vice President Joe Biden for energy, environment, climate, and distressed communities.

Simultaneously,

she served as Deputy Director of the Detroit Federal Working Group to support Detroit’s revitalization.

Prior to the White House,

Duggan held several senior roles at the Department of Energy, including as Secretary Moniz’s embedded Liaison to the City of

Detroit (where she championed a citywide LED streetlight conversion), and in the Office of Energy Efficiency & Renewable Energy as

Director of Stakeholder Engagement, Director of Legislative, Regulatory & Urban Affairs, and as a Senior Policy Advisor.

her time in federal service, Ms.

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Sustainable Enterprise and was a Board Member at the Global Council for Science and the Environment.

She was also a Trustee of the University

Liggett School.

Duggan was named to the prestigious “40 Under 40” list by Crain’s Detroit Business.

previously worked at the League of Conservation Voters in Washington, D.C.

She was also briefly a Trustee of

the University Liggett School.

Duggan was named to the prestigious “40 Under 40” list by Crain’s Detroit

Business and their inaugural “Notable Leaders in Sustainability” lists.

She previously worked at the League of Conservation

Voters in Washington, D.C.

Duggan serves as a senior advisor at The RockCreek Group, LP, a registered private fund adviser that manages fund of funds portfolios

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infrastructure projects located in underserved communities, among others.

Duggan earned her B.S.

in Environmental Studies from the University of Vermont and her M.S.

in Natural Resource Policy & Behavior

from the University of Michigan.

Duggan attended the University of Vermont, where she completed her Bachelor of Science degree in environmental studies.

has a Master of Science degree in natural resource policy & behavior from the University of Michigan.

Duggan’s career in both the government and private sectors brings valuable experience and insight into solving complex issues.

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Diversity, Equity and Inclusion (“DEI”) core values, led the Board to conclude that she should serve as a director.

Grumski, a director of the Company since February 2020, has served since April 2020 as the President and CEO of TAS Energy Inc.

Grumski, a director of the Company since February 2020, has served since April 2020 as the CEO of TAS Energy Inc.

a wholly-owned subsidiary of Comfort Systems USA, Inc.

FIX), a publicly-held company that provides mechanical and electrical contracting

services in 139 locations and 114 cities throughout the United States.

Prior to the acquisition of TAS by Comfort Systems USA, Inc.,

Grumski served as President and CEO and a board member of TAS from May 2013 to March 2020.

services in locations throughout the United States.

Grumski also served as the President of TAS Energy, Inc.

from April 2020 to December

Prior to the acquisition of TAS by Comfort Systems USA, Inc., Mr.

Grumski served as President and CEO and a board member of TAS

from May 2013 to March 2020.

From 1997 to February 2013, Mr.

was employed with Science Applications International Corporation (“SAIC”) (NYSE:

SAIC), a publicly-held company that provides

government services and information technology support.

During his employment with SAIC, Mr.

Grumski held various senior management positions,

including the positions of President of SAIC’s Energy, Environment & Infrastructure (“E2I”) commercial subsidiary

and General Manager of the E2I Business Unit.

SAIC’s E2I commercial subsidiary and Business Unit is comprised of approximately

5,200 employees performing over $1.1 billion of services for federal, commercial, utility and state customers.

Grumski’s many

accomplishments with SAIC included growing SAIC’s $300 million federal environmental business to a top ranked, $1.1 billion business;

receiving the National Safety Council “Industry Leader” award in 2009;

and receiving highest senior executive performance

rating three years in a row.

Grumski began his career with Gulf Oil Company and has progressed through senior level engineering,

operations management, and program management positions with various companies, including Westinghouse Electric Corporation and Lockheed

Grumski was employed with Science Applications International Corporation

(“SAIC”) (NYSE:

SAIC), a publicly-held company that provides government services and information technology support.

his employment with SAIC, Mr.

Grumski held various senior management positions, including the positions of President of SAIC’s

Energy, Environment & Infrastructure (“E2I”) commercial subsidiary and General Manager of the E2I Business Unit.

E2I commercial subsidiary and Business Unit is comprised of approximately 5,200 employees performing over $1.1 billion of services for

federal, commercial, utility and state customers.

Grumski’s many accomplishments with SAIC included growing SAIC’s $300

million federal environmental business to a top ranked, $1.1 billion business;

receiving the National Safety Council “Industry

Leader” award in 2009;

and receiving highest senior executive performance rating three years in a row.

Grumski began his career

with Gulf Oil Company and has progressed through senior level engineering, operations management, and program management positions with

various companies, including Westinghouse Electric Corporation and Lockheed Martin, Inc.

Grumski received a B.S.

in Mechanical Engineering from The University of Pittsburgh and a M.S in Mechanical Engineering

from West Virginia University.

in Mechanical Engineering

from The University of Pittsburgh and a M.S in Mechanical Engineering from West Virginia University.

Grumski has had an extensive career in solving and overseeing solutions to complex issues involving both domestic and international concerns.

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Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the nation’s largest

law firms, with 43 locations and 2,500 attorneys worldwide, for which Mr.

Reeder served as Shareholder-in-Charge of the law firm’s

Mid-Atlantic Region offices from 1999 to 2008.

His clientele includes celebrities, heads of state, sovereign nations, international corporations,

and law firms.

As the 14th Undersecretary of the U.S.

Army (1993-97), he also served three years as Chairman of the Panama Canal Commission’s

law firms, with 47 offices and 2,700 attorneys worldwide.

Reeder served as Shareholder-in-Charge of the law firm’s Mid-Atlantic

Region offices for ten years.

His clientele includes celebrities, heads of state, sovereign nations, international corporations, and

Army’s 14th Undersecretary (1993-97), he also served three years as Chairman of the Panama Canal Commission’s

Board, overseeing a multibillion-dollar infrastructure program.

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Advisory Board.

He has written extensively in leading journals on the subject of corporate cybersecurity, served on the boards of the

National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee, the Armed Services YMCA, the Marshall

Legacy Institute, and many other private companies and charitable organizations.

He has written extensively in leading journals on corporate cybersecurity, and has served on the boards of the USO;

National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee;

the Armed Services YMCA;

Legacy Institute;

and many other private companies and charitable organizations.

Reeder served as a director of ELBIT Systems of

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and commercial aviation system solutions.

Reeder has served as a director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst

Reeder has served as director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst

Bankshares, Inc.

WSBI), from 2004 to 2017;

as a director of WashingtonFirst Bankshares, Inc., from 2009 to 2017;

Bancorp, Inc.

Sandy Spring Bancorp, Inc.

SASR), from 2018 to 2020;

and Trustar Bank, a Virginia state-chartered bank (2022 - present).

successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr.

Reeder served seven years as Chairman of two Commonwealth

of Virginia military boards, and 10 years on the USO Board of Governors.

Appointed by former Governor Terry McAuliffe to the Virginia

Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph Northam, with his term

ending in 2022.

Reeder, who has been a television commentator on legal and national security issues, has consistently been named

a Super Lawyer for Washington, D.C., most recently in 2022.

Reeder was appointed to the Advisory Council Bid Protest Committee to the United States Court of Federal Claims.

and Trustar Bank, a

Virginia state-chartered bank (2022 - present).

two successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr.

Reeder served seven years as Chairman of two

Commonwealth of Virginia military boards, and 10 years on the USO Board of Governors.

Appointed by former Governor Terry McAuliffe

to the Virginia Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph

Northam, with his term ending in 2022.

Reeder, who has been a television commentator on legal and national security issues, is

consistently named a Super Lawyer for Washington, D.C.

In May 2018 he was appointed to the United States Court of Federal Claims

Advisory Council Bid Protest Committee.

West Point graduate who served in the 82nd Airborne Division after Ranger School, Mr.

Reeder earned his J.D.

from the University of Texas,

from Georgetown University.

Reeder has devoted his career to resolving complex domestic and international issues, and continues to greatly enhance the Board’s

ability to address major challenges in the nuclear market and day-to-day corporate, and Washington D.C.- related challenges.

from the University of

Texas, his L.L.M.

from Georgetown University, and has devoted his career to resolving complex domestic and international

He continues to greatly enhance the Board’s ability to address major challenges in the nuclear market and day-to-day

corporate, and Washington D.C.- related challenges.

Shelton, a director since July 2006, has also held the position of Chairman of the Board of the Company since December 2014.

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as Director and CFO of S K Hart Ranches (PTY) Ltd, a private South African Company involved in agriculture, from March 2012 to March

Shelton continues to provide advisory services to S K Hart Ranches (PTY) Ltd.

Shelton has over 20 years of experience as

an executive financial officer for several waste management companies, including as CFO of Envirocare of Utah, Inc.

(now EnergySolutions,

(1995–1999)), a privately held nuclear waste services company, and as CFO of USPCI, Inc.

(1982–1987), then a NYSE- listed

public company engaged in the hazardous waste business.

Since July 1989, Mr.

Shelton has served on the board of Subsurface Technologies,

Inc., a privately held company specializing in providing environmentally sound innovative solutions for water well rehabilitation and

Shelton has over 20 years of experience as an executive financial officer for several waste management companies, including

as CFO of Envirocare of Utah, Inc.

(now EnergySolutions, Inc.

(1995–1999)), a privately held nuclear waste services company, and

as CFO of USPCI, Inc.

(1982–1987), then a NYSE- listed public company engaged in the hazardous waste business.

Since July 1989,

Shelton has served on the board of Subsurface Technologies, Inc., a privately held company specializing in providing environmentally

sound innovative solutions for water well rehabilitation and development.

Shelton has a B.A.

in accounting from the University of Oklahoma.

in accounting from the University of

his years of accounting experience as CFO for various companies, including a number of waste management companies, Mr.

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as a licensed industrial-commercial real estate broker, for which he was named Chattanooga’s Small Business Person of the Year.

He is a founder and Board Chair of Learning Blade, the nation’s premiere STEM education platform, which is now operating in six

states with deployment in another 10 states.

Learning Blade is owned and operated by SAI Interactive, Inc., d/b/a Thinking Media, a privately-held

educational products and services company.

Wamp has an extensive career in solving and overseeing solutions to complex issues involving domestic concerns.

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SKILLS/EXPERIENCE

Supports management and board accountability, transparency and protection of shareholder interests

Knowledge of financial reporting, internal controls and procedures and complex financial transactions, as is involved with the

Company business

management and board accountability, transparency and protection of shareholder interests

of financial reporting, internal controls and procedures and complex financial transactions, as is involved with the Company business

Government/DOE/DOD

Significant work experience with government decision makers

Business/Investment Structures:

work experience with government decision makers

Business/Investment

experience with infrastructure for financial interests and proven success

Management and Compliance:

Understanding and experience with identification, assessment and oversight of risk management and programs, including cyber-security

Understanding

and experience with identification, assessment and oversight of risk management and programs, including cyber-security risks

Waste Management:

Understanding the compliance and environmentally responsible nuclear services and radioactive waste management solutions

Understanding

the compliance and environmentally responsible nuclear services and radioactive waste management solutions

Environmental

Analytical tools and skills understanding the environment, while emphasizing the role of beliefs, values and ethics of the corporate

tools and skills understanding the environment, while emphasizing the role of beliefs, values and ethics of the corporate body

Capital Management:

Experience and understanding talent management and development, executive compensation issues and succession planning efforts

and understanding talent management and development, executive compensation issues and succession planning efforts

Regulatory/Legal

Knowledge of the various regulatory processes governing Perma-Fix business sectors, such as financial, environmental, nuclear,

safety and food and drug

of the various regulatory processes governing Perma-Fix business sectors, such as financial, environmental, nuclear, and safety

International

Experience in overseeing global operations and assessing opportunities and challenges

in overseeing global operations and assessing opportunities and challenges

Diversity Matrix

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In addition to gender and demographic

diversity, two of our eight current directors are also military veterans.

Number of Directors

diversity, two of our nine current directors are also military veterans.

Not Disclose Gender

Number of Directors Who Identify in Any of The Categories Below:

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

not Disclose Demographic Background

of Directors Who Identify in Any of The Categories Below:

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did not Disclose Demographic Background

GOVERNANCE AND NOMINATING COMMITTEE

have a separately-designated standing Corporate Governance and Nominating Committee (the “Nominating Committee”).

of the Nominating Committee during 2022 were Joe R.

have a separately-designated standing Corporate Governance and Nominating Committee (the “Governance and Nominating Committee”).

Members of the Governance and Nominating Committee during 2023 were Joe R.

Reeder (Chairperson), Thomas P.

Bostick, Kerry C.

Duggan and Zach P.

of the Nominating Committee are and were “independent” as that term is defined by current NASDAQ listing standards.

Nominating Committee recommends to the Board candidates to fill vacancies on the Board and the nominees for election as directors at

each annual meeting of stockholders.

In making such recommendations, the Nominating Committee takes into account information provided

to them from the candidates, as well as the Nominating Committee’s own knowledge and information obtained through inquiries to

third parties to the extent the Nominating Committee deems appropriate.

The Company’s Bylaws sets forth certain minimum director

qualifications to qualify as a nominee for election as a director.

To qualify for nomination or for election as a director, an individual

All members of the Nominating Committee are and were “independent” as that term is defined by current Nasdaq

listing standards.

Governance and Nominating Committee has specific responsibilities which include:

and making recommendations to the Board regarding the composition and chairmanship of the committees of our Board;

and making recommendations to our Board regarding corporate governance guidelines which include policies and procedures that promote

honest and ethical conduct and prohibit conflict of interest in business conduct;

evaluations of the Board’s performance, including committees of the Board;

Company practices and initiatives with respect to environmental, social and governance matters.

Governance and Nominating Committee recommends to the Board of Directors candidates to fill vacancies on the Board and the nominees for

election as directors at each annual meeting of stockholders.

In making such recommendations, the Governance and Nominating Committee

takes into account information provided to them from the candidates, as well as the Committee’s own knowledge and information obtained

through inquiries to third parties to the extent the Committee deems appropriate.

The Company’s Bylaws sets forth certain minimum

director qualifications to qualify as a nominee for election as a director.

To qualify for nomination or for election as a director,

an individual must:

an individual at least 21 years of age who is not under legal disability;

the ability to be present, in person, at all regular and special meetings of the Board of

the ability to be present, in person, at all regular and special meetings of the Board of Directors;

serve on the boards of more than three other publicly-held companies;

the director qualification requirements of all environmental and nuclear commissions, boards

or similar regulatory or law enforcement authorities to which the Company is subject so as

not to cause the Company to fail to satisfy any of the licensing requirements imposed by

any such authority;

be affiliated with, employed by or a representative of, or have or acquire a material personal

involvement with, or material financial interest in, any “Business Competitor”

(as defined in the Bylaws);

the director qualification requirements of all environmental and nuclear commissions, boards or similar regulatory or law enforcement

authorities to which the Company is subject so as not to cause the Company to fail to satisfy any of the licensing requirements imposed

by any such authority;

be affiliated with, employed by or be a representative of, or have or acquire a material personal involvement with, or material financial

interest in, any “Business Competitor” (as defined in the Bylaws);

have been convicted of a felony or of any misdemeanor involving moral turpitude;

been nominated for election to the Board of Directors in accordance with the terms of the

been nominated for election to the Board of Directors in accordance with the terms of the Bylaws.

addition to the minimum director qualifications as mentioned above, in order for any proposed nominee to be eligible to be a candidate

for election to the Board, such candidate must deliver to the Nominating Committee a completed questionnaire with respect to the background,

qualifications, stock ownership and independence of such proposed nominee.

The Nominating Committee reviews each candidate’s qualifications

to include considerations of:

for election to the Board of Directors, such candidate must deliver to the Governance and Nominating Committee a completed questionnaire

with respect to the background, qualifications, stock ownership and independence of such proposed nominee.

The Governance and Nominating

Committee reviews each candidate’s qualifications to include considerations of:

of integrity, personal ethics and values, commitment, and independence of thought and judgment;

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to dedicate sufficient time, energy and attention to fulfill the requirements of the position;

of skills and experience with respect to accounting and finance, management and leadership,

business acumen, vision and strategy, charitable causes, risk management, environmental knowledge,

business operations (domestic and international), and industry knowledge.

Nominating Committee does not assign specific weight to any particular criteria and no particular criterion is necessarily applicable

to all prospective nominees.

The Nominating Committee does not have a formal policy for the consideration of diversity in identifying

nominees for directors.

However, diversity is one of the many factors taken into account when considering potential candidates to serve

on the Board of Directors.

The Company generally views and values diversity from the perspective of professional and life experiences,

as well as geographic location, representative of the markets in which we do business.

The Company recognizes that diversity in professional

and life experiences may include consideration of gender, race, cultural background or national origin, in identifying individuals who

possess the qualifications that the Nominating Committee believes are important to be represented on the Board.

The Company believes

that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company’s

goal of creating a board of directors that best serves our needs and those of our shareholders.

Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board from stockholders

who meet each of the requirements set forth in the Bylaws, including, but not limited to, the requirements that any such stockholder

own at least 1% of the Company’s shares of the Common Stock entitled to vote at the meeting on such election, has held such shares

continuously for at least one full year, and continuously holds such shares through and including the time of the annual or special meeting.

Nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders

called for the purpose of electing directors.

Any stockholder nomination (“Proposed Nominee”) must comply with the requirements

of the Company’s Bylaws and the Proposed Nominee must meet the minimum qualification requirements as discussed above.

For a nomination

to be made by a stockholder, such stockholder must provide advance written notice to the Nominating Committee, delivered to the Company’s

principal executive office address (i) in the case of an Annual Meeting of Stockholders, no later than the 90 th day nor earlier

than the 120 th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders;

the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the 10 th day following

the day on which public disclosure of the date of the Special Meeting of Stockholders is made.

Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed Nominee’s disclosure and compliance

requirements in accordance with the Company’s Bylaws.

If the Board, upon the recommendation of the Nominating Committee, determines

that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting shall declare the nomination

defective and it will be disregarded.

of skills and experience with respect to accounting and finance, management and leadership, business acumen, vision and strategy,

charitable causes, business operations, and industry knowledge.

Governance and Nominating Committee does not assign specific weight to any particular criteria and no particular criterion is necessarily

applicable to all prospective nominees.

The Governance and Nominating Committee does not have a formal policy for the consideration of

diversity in identifying nominees for directors.

However, d iversity is one of the many factors

taken into account when considering potential candidates to serve on the Board of Directors.

The Company recognizes that diversity in

professional and life experiences may include consideration of gender, race, cultural background or national origin, in identifying individuals

who possess the qualifications that the Governance and Nominating Committee believes are important to be represented on the Board.

Company also views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative

of the markets in which we do business.

The Company believes that the inclusion of diversity as one of many factors considered in selecting

director nominees is consistent with the Company’s goal of creating a board of directors that best serves our needs and those of

our shareholders.

Governance and Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board

from stockholders who meet each of the requirements set forth in the Bylaws, including, but not limited to, the requirements that any

such stockholder own at least 1% of the Company’s shares of the Common Stock entitled to vote at the meeting on such election,

has held such shares continuously for at least one full year, and continuously holds such shares through and including the time of the

annual or special meeting.

Nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at

any Special Meeting of Stockholders called for the purpose of electing directors.

Any stockholder nomination (“Proposed Nominee”)

must comply with the requirements of the Company’s Bylaws and the Proposed Nominee must meet the minimum qualification requirements

as discussed above.

For a nomination to be made by a stockholder, such stockholder must provide advance written notice to the Governance

and Nominating Committee, delivered to the Company’s principal executive office address (i) in the case of an Annual Meeting of

Stockholders, no later than the 90 th day nor earlier than the 120 th day prior to the anniversary date of the immediately

preceding Annual Meeting of Stockholders;

and (ii) in the case of a Special Meeting of Stockholders called for the purpose of electing

directors, not later than the 10 th day following the day on which public disclosure of the date of the Special Meeting of

Stockholders is made.

Governance and Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed Nominee’s disclosure

and compliance requirements in accordance with the Company’s Bylaws.

If the Board, upon the recommendation of the Governance and

Nominating Committee, determines that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting

shall declare the nomination defective and it will be disregarded.

LEADERSHIP STRUCTURE

continue to separate the roles of Chairman of the Board and CEO.

currently separate the roles of Chairman of the Board and CEO.

The Board believes that this leadership structure promotes balance between

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in the future as circumstances may dictate.

Mark Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a position he has held since 2010.

Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a position he has held since February

The Lead Director’s role includes:

and chairing meetings of the non-employee directors as necessary from time to time and Board

meetings in the absence of the Chairman of the Board;

and chairing meetings of the non-employee directors as necessary from time to time and Board meetings in the absence of the Chairman

of the Board;

as liaison between directors, committee chairs and management;

as information sources for directors and management;

out such responsibilities as the Board may delegate from time to time.

as an information source for directors and management;

out responsibilities as the Board may delegate from time to time.

have a separately designated standing Audit Committee of our Board established in accordance with Section 3(a)(58)(A) of the Exchange

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Board has determined that each director, other than Dr.

Centofanti, is “independent” within the meaning of applicable NASDAQ

Centofanti is not deemed to be an “independent director” because of his employment as an executive officer of

Centofanti and Mark Duff, is “independent” within the meaning of

applicable Nasdaq rules.

Centofanti and Mark Duff is not deemed to be an “independent director” because of his

employment as an executive officer of the Company.

AND STOCK OPTION COMMITTEE

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Duggan, Joe R.

Reeder and Mark A.

Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, the Nominating Committee, and the Strategic

Advisory Committee, each of which is available on our website at https://ir.perma-fix.com/governance-docs.

Reeder, and Zach P.

Wamp, who replaced Mark A.

Zwecker, effective October 19, 2023.

Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, the Governance and Nominating Committee,

and the Strategic Advisory Committee, each of which is available on our website at https://ir.perma-fix.com/governance-docs .

OFFICERS OF THE REGISTRANT

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of Strategic Initiatives

Andrew Lombardo

of Nuclear and Technical Services

Richard Grondin

of Waste Treatment Operations

Mark Duff has held the position of President and CEO of the Company since September 2017.

Since joining the Company in 2016, Mr.

has developed and implemented strategies to meet aggressive growth objectives in both the Treatment and Services Segments.

In the Treatment

Segment, he continues to upgrade each facility to increase efficiency and modernize treatment capabilities to meet the changing markets

associated with the waste management industry.

This growth includes expansion into additional market sectors including development of

new clients in the commercial power and oil and gas industries.

In the Services Segment, which encompasses all field operations, he has

completed the revitalization of business development programs, which has resulted in increased competitive procurement effectiveness

and broadened the market penetration within both the commercial and government sectors.

Within the Services Segment, Mr.

Duff has established

a team of professionals with experience in conducting safe and efficient field operations while addressing complex technical challenges

associated with removal of radioactive and hazardous contamination.

Duff has over 38 years of management and technical experience

in the DOE and DOD environmental and construction markets as a corporate officer, senior project manager, co-founder of a consulting

firm, and federal employee.

Duff has an MBA from the University of Phoenix and received his B.S.

from the University of Alabama.

Andrew Lombardo (1)

of Nuclear and Technical Services

Andrew Lombardo retired from the position of EVP of Nuclear and Technical Services effective

January 1, 2024, a position he had held since January 2020.

Lombardo’s retirement

from the position of EVP of Nuclear and Technical Services, he no longer is considered an

executive officer of the Company.

Lombardo remains employed by the Company at a reduced

capacity, and assists with the transition of his former responsibilities as well as contributing

to certain business development matters.

“Director – Mark J.

Duff” in this section for information on Mr.

Ben Naccarato

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March 2021, Mr.

Naccarato has served as an independent director and as a member of both the Audit Committee and the Compensation Committee

of PyroGenesis Canada, Inc., a high-tech company involved in the design, development, manufacture and commercialization of advanced plasma

processes and products and whose stock is listed for trading on the Toronto Stock Exchange and the NASDAQ Stock Exchange under the trading

symbol “PYR.”

Naccarato has served as an independent director and as a member of the Audit Committee, the Compensation Committee, and

the Strategic Initiatives Committee of PyroGenesis Canada, Inc., a high-tech company involved in the design, development, manufacture

and commercialization of advanced plasma processes and products and whose stock is listed for trading on the Toronto Stock Exchange.

Louis Centofanti

1 unchanged sentence

Centofanti” in this section for information on Dr.

Andrew (“Andy”) Lombardo

Lombardo has held the position of EVP of Nuclear and Technical Services since January 2020.

Since joining the Company in 2011, Mr.

has held various positions within the Company’s Services Segment, including SVP of Nuclear and Technical Services.

Lombardo, a Certified Health Physicist (“CHP”), has over 40 years of management and technical experience in the commercial

nuclear reactor market, and the DOE and DOD environmental and construction markets as a senior director, senior project manager, senior

CHP and chemist.

Prior to joining the Company, Mr.

Lombardo held the position of Vice President of Technical Services for Safety and

Ecology Corporation (“SEC”), a subsidiary of Homeland Security Capital Corporation, a publicly traded environmental services

company, prior to the acquisition of SEC by the Company in 2011.

In his positions with both the Company and SEC, Mr.

Lombardo procured

and performed greater than $30 million a year in health physics and radioactive material management projects across the DOE and DOD complex

while managing a professional staff of engineers and health physicists and an instrumentation laboratory.

Among his many accomplishments,

Lombardo has developed an expertise characterizing and managing naturally occurring radioactive material (“NORM”) and

technologically enhanced NORM (“TENORM”) waste streams across multiple industries including oil and gas exploration and production.

As a result of his expertise, he was appointed to a scientific committee of the National Council on Radiation Protection and Measurement

to provide a commentary on the generation and disposal of TENORM waste.

Lombardo began his career as a chemist and health physicist

for the Duquesne Light Company at two commercial reactor sites and one joint DOE/Naval Reactors Duquesne Light test reactor in Shippingport,

Lombardo is certified in comprehensive practice of health physics, and has a M.S.

degree in Health Physics from the University

of Pittsburgh and a B.S.

in Natural Sciences from Indiana University of Pennsylvania.

Richard Grondin

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EVP of Waste Treatment Operations

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation

– Stock Compensation.” Assumptions used in the calculation of this amount are

included in “Part II – Item 8 – Financial Statements and Supplementary

Data – Notes to Consolidated Financial Statements - Note 6 – Capital Stock, Stock

Plans, Warrants and Stock Based Compensation.”

amount shown includes a monthly automobile allowance, insurance premiums (health, disability

and life) paid by the Company on behalf of the NEO, and 401(k) matching contributions.

Auto Allowance

Andrew Lombardo retired from the position of EVP of Nuclear and Technical Services effective January 1, 2024.

retirement from the position of EVP of Nuclear and Technical Services, he no longer was an executive officer of the Company.

Lombardo remains employed by the Company at a reduced capacity, and assists with the transition of his former responsibilities as

well as contributing to certain business development matters.

Amounts reflected in the table reflects compensation earned by Mr.

Lombardo as EVP of Nuclear and Technical Services.

a discretionary bonus earned by Mr.

Lombardo which was approved by the Company’s Compensation Committee.

Remaining $25,000

of the $50,000 was paid in January 2024.

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation – Stock Compensation.”

Assumptions used in the calculation of this amount are included in “Part II – Item 8 – Financial Statements and

Supplementary Data – Notes to Consolidated Financial Statements - Note 6 – Capital Stock, Stock Plans, Warrants and Stock

Based Compensation.”

performance compensation earned under the Company’s 2023 Management Incentive Plans (“MIPs”).

The MIP for each

individual in the table is described under the heading “2023 MIPs.” Compensation earned under the 2023 MIPs is to be

paid on or about 90 days after year-end, or sooner based on final Form 10-K filing.

amount shown for 2023 includes a monthly automobile allowance, insurance premiums (health, disability and life) paid by the Company

on behalf of the NEO, and 401(k) matching contributions.

Ben Naccarato

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of the Company.

Summary Compensation Table (SCT) Total for Principal Executive Officer (PEO) (1)

Compensation Actually Paid to PEO (2)

Average Summary Compensation Table Total for Non- PEO NEOs (3)

Average Compensation Actually Paid to Non-PEO NEOs (4)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)

Net (loss) income (6)

Compensation Table (SCT) Total for Principal Executive Officer (PEO) (1)

Compensation Actually Paid

Summary Compensation Table Total for Non-

Compensation Actually Paid

Non-PEO NEOs (4)

of Initial Fixed $100 Investment Based On Total Shareholder

$ (3,816,000 )

amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation”

column of the Summary Compensation Table above.

dollar amounts reported in column (c) represent the amount of “compensation actually

Duff, as computed in accordance with Item 402(v) of Regulation S-K.

dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation” column of the Summary

Compensation Table above.

dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr.

Duff, as computed in

accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid

Duff during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation

S-K, the following adjustments were made to Mr.

Duff ’s total compensation for

each year to determine the compensation actually paid:

Value of Equity

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments

were made to Mr.

Duff ’s total compensation for each year to determine the “compensation actually paid” under

Item 402(v) of Regulation S-K:

Reported Summary Compensation

Reported Value of Equity

Compensation Actually

Total for PEO

Adjustments (b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in

grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in

the Summary Compensation Table for the applicable year.

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted

in prior years that are outstanding and unvested as of the end of the applicable year;

(iii) for awards that are granted and vest in

same applicable year, the fair value as of the vesting date;

(iv) for awards granted in prior years that vest in the applicable year,

the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

(v) for awards granted in

prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount

equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends or other earnings paid on stock

or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or

included in any other component of total compensation for the applicable year.

The valuation assumptions used to calculate fair values

did not materially differ from those disclosed at the time of grant.

The amounts deducted or added in calculating the equity award adjustments

are as follows:

Year End Fair

Outstanding and

Unvested Equity

Awards Granted

Year over Year

Change in Fair

Outstanding and

Unvested Equity

Award Granted in

Fair Value as of

Vesting Date of

Equity Awards

Vested in the

Year over Year

Change in Fair

Value of Equity

Award Granted in

that Vested in the

Fair Value at the

End of the Prior

Year of Equity

Failed to Meet

Conditions in the

Value of Dividends or

other Earnings Paid

on Stock or Option

Awards not Otherwise

Reflected in Fair

Value or Total

(ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards

granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii) for awards that are granted

and vest in same applicable year, the fair value as of the vesting date;

(iv) for awards granted in prior years that vest in the

applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year,

a deduction for the amount equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends

or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected

in the fair value of such award or included in any other component of total compensation for the applicable year.

The valuation assumptions

used to calculate fair values did not materially differ from those disclosed at the time of grant.

The amounts deducted or added

in calculating the equity award adjustments are as follows:

Year End Fair Value of Outstanding

and Unvested Equity Awards Granted in the Year

Year over Year Change in Fair

Value of Outstanding and Unvested Equity Award Granted in Prior Years

Fair Value as of Vesting Date

of Equity Awards Granted and Vested in the Year

Year over Year Change in Fair

Value of Equity Award Granted in Prior Years that Vested in the Year

Fair Value at the End of the

Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Value of Dividends or other Earnings

Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

Total Equity Award Adjustments

the average of the amounts reported for the Company’s NEO as a group (excluding Mr.

Duff) in the “Total Compensation” column of the Summary Compensation Table in

each applicable year.

Duff) in the “Total Compensation”

column of the Summary Compensation Table in each applicable year.

The names of each of the NEOs (excluding Mr.

Duff) included for purposes

of calculating the average amounts in each applicable year were Ben Naccarato, CFO;

Centofanti, EVP of Strategic Initiatives;

Duff) included for

purposes of calculating the average amounts in each applicable year were Ben Naccarato, CFO;

Louis Centofanti, EVP of Strategic

Andy Lombardo, EVP of Nuclear and Technical Services;

and Richard Grondin, EVP of Waste Treatment Operations.

dollar amounts reported in column (e) represent the average amount of “compensation

actually paid” to the NEOs as a group (excluding Mr.

Duff), as computed in accordance

with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual average

amount of compensation earned by or paid to NEOs as a group (excluding Mr.

Duff) during the

applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the

following adjustments were made to average total compensation for the NEOs as a group (excluding

Duff) for each year to determine the compensation actually paid, using the same methodology

described in Note (2):

Average Reported

Compensation Table

Average Reported

Average Equity

Total for Non-PEO NEOs

Value of Equity

Adjustments (a)

Paid to Non-PEO

dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group

(excluding Mr.

Duff), as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual

average amount of compensation earned by or paid to NEOs as a group (excluding Mr.

Duff) during the applicable year.

In accordance

with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the

NEOs as a group (excluding Mr.

Duff) for each year to determine the compensation actually paid, using the same methodology described

Average Reported Summary Compensation

Table Total for Non-PEO NEOs

Average Reported Value of Equity

Average Equity Award Adjustments

Average Compensation Actually

Paid to Non-PEO NEOs

The amount deduced or added in calculating the total average equity adjustments are as follows:

Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year

Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

Average Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year

Fair Value at the Average End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

Average Year End Fair Value of

Outstanding and Unvested Equity Awards Granted in the Year

Average Year over Year Change

in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years

Average Fair Value as of Vesting

Date of Equity Awards Granted and Vested in the Year

Average Year over Year Change

in Fair Value of Equity Award Granted in Prior Years that Vested in the Year

Average End of the Prior Year

of Equity Awards that Failed to Meet Vesting Conditions in the Year

Average Value of Dividends or

other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

Average Total Equity Award Adjustments

(5) Cumulative

TSR is calculated by dividing the sum of the cumulative amount of dividends (which is none

for the Company) for the measurement period, assuming dividend reinvestment, and the difference

between our share price at the end and the beginning of the measurement period by our share

price at the beginning of the measurement period.

dollar amounts reported represent the amount of net (loss) income reflected in our consolidated

audited financial statements for the applicable year.

TSR is calculated by dividing the sum of the cumulative amount of dividends (which is none for the Company) for the measurement period,

assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period

by our share price at the beginning of the measurement period.

dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for

the applicable year.

information provided in the “Pay Versus Performance” table above and the related disclosures will not be deemed to be incorporated

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Equity Awards at December 31, 2023

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) (1) Unexercisable

Equity Incentive Plan Awards:

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) (1) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Ben Naccarato

2 unchanged sentences

Richard Grondin

Pursuant to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti,

Andy Lombardo, and Richard Grondin, each dated July 22, 2020, in the event of a change in control, death of the executive officer, the

to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti, Andy

Lombardo, and Richard Grondin, each dated April 20, 2023, in the event of a change in control, death of the executive officer, the

executive officer terminates his employment for “good reason” or the executive officer is terminated by the Company without

cause, each outstanding option and award shall immediately become exercisable in full (see “Employment Agreements” below

for further discussion of the events pursuant to which accelerated exercise of the respective NEO’s outstanding options can arise).

Incentive stock option granted on July 27, 2017 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on January 17, 2019 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on October 19, 2017 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on October 14, 2021 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

for further discussion of the events pursuant to which accelerated exercise of the respective NEO’s outstanding options can

stock option granted on January 17, 2019 under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six

years with one-fifth yearly vesting over a five-year period.

stock option granted on October 14, 2021 under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six

years with one-fifth yearly vesting over a five-year period.

stock option granted on January 19, 2023 under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six

years with one-fifth yearly vesting over a five-year period.

table below reflects options exercised by our NEO in 2023:

Value Realized

Exercise (#) (1)

On May 9, 2022, Mr.

Duff exercised 100% of an ISO granted to

him on May 15, 2016 under the Company’s 2010 Stock Option Plan for the purchase of up to 50,000 shares of the Company’s Common

Stock at $3.97 per share.

As permitted by the 2010 Stock Option Plan, Mr.

Duff elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on May 9, 2022 (as determined in accordance with the 2010

Stock Option Plan) was $5.93 per share, the Company withheld 33,474 shares of Common Stock ($198,500 divided by $5.93) to pay the aggregate

exercise price of the option and issued 16,526 shares to Mr.

Realized value determined based on the difference between the

(a) exercise price ($3.97) per share of the Option Shares multiplied by the 50,000 Option Shares exercised, and (b) the market value

($5.93) on the date of exercise of the Option Shares times the 50,000 Option Shares exercised.

of the NEOs entered into an employment agreement with the Company dated July 22, 2020 (each, an “Employment Agreement” and,

collectively, the “Employment Agreements”).

Each of the Employment Agreements, which are substantially identical, provides

for a specified annual base salary, which annual salary may be increased from time to time, but not reduced, as determined by the Compensation

In addition, each of the NEOs is entitled to participate in the Company’s broad-based benefits plans and to certain

performance compensation payable under separate Management Incentive Plans (“MIPs”) as approved by the Company’s Compensation

Committee and Board.

The Company’s Compensation Committee and the Board approved individual 2022 MIPs on January 20, 2022 (which

were effective January 1, 2022 and applicable for the 2022 fiscal year) for each of the executive officers (see discussion of each of

the 2022 MIPs below under “2022 MIPs”).

of the Employment Agreements is effective for three years from July 22, 2020 (the “Initial Term”) unless earlier terminated

by the Company or by the respective NEO.

At the end of the Initial Term of each Employment Agreement, each Employment Agreement will

automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company

or the respective NEO provides written notice not to extend the terms of the Employment Agreement.

of the Employment Agreements provides that, if an NEO’s employment is terminated due to death/disability or for cause (as defined

in the agreements), the Company will pay to the NEO or to his estate an amount equal to the sum of any unpaid base salary, accrued unused

vacation time through the date of termination, any benefits due to the NEO under any employee benefit plan (the “Accrued Amounts”)

and any performance compensation payable pursuant to the MIP applicable to such NEO.

the NEO terminates his employment for “good reason” (as defined in the agreements) or is terminated by the Company without

cause (including any such termination for “good reason” or without cause within 24 months after a Change in Control (as defined

in the agreements), the Company will pay the NEO the Accrued Amounts, (a) two years of full base salary, plus (b) (i) two times the performance

compensation (under the NEO’s MIP) earned with respect to the fiscal year immediately preceding the date of termination provided

the performance compensation earned with respect to the fiscal year immediately preceding the date of termination has not yet been paid,

or (ii) if performance compensation earned with respect to the fiscal year immediately preceding the date of termination has already

been paid to the NEO, the NEO will be paid an additional year of the performance compensation earned with respect to the fiscal year

immediately preceding the date of termination.

If the NEO terminates his employment for a reason other than for good reason, the Company

will pay to the executive an amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP applicable

there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase the common stock held by the NEO

will immediately become exercisable in full commencing on the date of termination through the original term of the options.

of the death of an NEO, all outstanding stock options to purchase common stock held by the NEO will immediately become exercisable in

full commencing on the date of death, with such options exercisable for the lesser of the original option term or twelve months from

the date of the NEO’s death.

In the event an NEO terminates his employment for “good reason” or is terminated by the

Company without cause, all outstanding stock options to purchase common stock held by the NEO will immediately become exercisable in

full commencing on the date of termination, with such options exercisable for the lesser of the original option term or within 60 days

from the date of the NEO’s date of termination.

Severance benefits payable with respect to a termination (other than Accrued Amounts)

shall not be payable until the termination constitutes a “separation from service” (as defined under Treasury Regulation

Section 1.409A-1(h)).

of Shares Acquired on Exercise (#)

Realized on Exercise ($)

$ 740,000 (1)

Ben Naccarato

$ 370,000 (2)

Louis Centofanti

$ 370,000 (3)

Andy Lombardo

$ 100,740 (4)

Richard Grondin

$ 130,300 (5)

May 22, 2023, Mr.

Duff exercised 100% of his ISO granted to him on July 27, 2017 under the

Company’s 2017 Stock Option Plan for the purchase of up to 100,000 shares (Option Shares)

of the Company’s Common Stock at $3.65 per share.

As permitted by the 2017 Stock Option

Duff elected to pay the exercise price of the Option Shares by having the Company

withhold from the Option Shares a number of shares having a fair market value equal to the

aggregate exercise price of $365,000.

Since the fair market value of the Company’s

Common Stock on May 22, 2023, (as determined in accordance with the 2017 Stock Option Plan)

was $11.05 per share, the Company withheld 33,032 shares of Common Stock ($365,000 divided

by $11.05) to pay the aggregate exercise price for the Option Shares and issued 66,968 shares

Realized value on this exercise was determined based on the difference between

the (a) exercise price ($3.65) per share of the Option Shares multiplied by the 100,000 Option

Shares exercised, and (b) the market value ($11.05) on the date of exercise of the Option

Shares times the 100,000 Option Shares exercised.

May 22, 2023, Mr.

Naccarato exercised 100% of his ISO granted to him on July 27, 2017 under

the Company’s 2017 Stock Plan for the purchase of up to 50,000 shares (Option Shares)

of the Company’s Common Stock at $3.65 per share.

As permitted by the 2017 Stock Option

Naccarato elected to pay the exercise price of the Option Shares by having the

Company withhold from the Option Shares a number of shares having a fair market value equal

to the aggregate exercise price of $182,500.

Since the fair market value of the Company’s

Common Stock on May 22, 2023, (as determined in accordance with the 2017 Stock Option Plan)

was $11.05 per share, the Company withheld 16,516 shares of Common Stock ($182,500 divided

by $11.05) to pay the aggregate exercise price for the Option Shares and issued 33,484 shares

Realized value on this exercise was determined based on the difference

between the (a) exercise price ($3.65) per share of the Option Shares multiplied by the 50,000

Option Shares exercised, and (b) the market value ($11.05) on the date of exercise of the

Option Shares times the 50,000 Option Shares exercised.

May 22, 2023, Dr.

Louis Centofanti exercised 100% of his ISO granted to him on July 27, 2017

under the Company’s 2017 Stock Plan for the purchase of up to 50,000 shares (Option

Shares) of the Company’s Common Stock at $3.65 per share.

As permitted by the 2017

Stock Option Plan, Dr.

Centofanti elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market

value equal to the aggregate exercise price of $182,500.

Since the fair market value of the

Company’s Common Stock on May 22, 2023, (as determined in accordance with the 2017

Stock Option Plan) was $11.05 per share, the Company withheld 16,516 shares of Common Stock

($182,500 divided by $11.05) to pay the aggregate exercise price for the Option Shares and

issued 33,484 shares to Dr.

Realized value on this exercise was determined based

on the difference between the (a) exercise price ($3.65) per share of the Option Shares multiplied

by the 50,000 Option Shares exercised, and (b) the market value ($11.05) on the date of exercise

of the Option Shares times the 50,000 Option Shares exercised.

March 28, 2023, Mr.

Lombardo exercised 100% of his remaining ISO granted to him on October

19, 2017 under the Company’s 2017 Stock plan for the purchase of up to 12,000 shares

(Option shares) of the Company’s Common Stock at $3.60 per share.

As permitted by the

2017 Stock Option Plan, Mr.

Lombardo elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market

value equal to the aggregate exercise price of $43,200.

Since the fair market value of the

Company’s Common Stock on March 28, 2023, (as determined in accordance with the 2017

Stock Option Plan) was $11.995 per share, the Company withheld 3,602 shares of Common Stock

($43,200 divided by $11.995) to pay the aggregate exercise price for the Option Shares and

issued 8,398 shares to Mr.

Realized value on this exercise was determined based

on the difference between the (a) exercise price ($3.60) per share of the Option Shares multiplied

by the 12,000 Option Shares exercised, and (b) the market value ($11.995) on the date of

exercise of the Option Shares times the 12,000 Option Shares exercised.

October 2, 2023, Mr.

Grondin exercised 100% of an ISO granted to him on October 19, 2017

under the Company’s 2017 Stock Option Plan for the purchase of up to 20,000 shares

(Option Shares) of the Company’s Common Stock at $3.60 per share.

As permitted by the

2017 Stock Option Plan, Mr.

Grondin elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market

value equal to the aggregate exercise price of $72,000.

Since the fair market value of the

Company’s Common Stock on October 2, 2023, (as determined in accordance with the 2017

Stock Option Plan) was $10.115 per share, the Company withheld 7,118 shares of Common Stock

($72,000 divided by $10.115) to pay the aggregate exercise price of the option and issued

12,882 shares to Mr.

Realized value on this exercise was determined based on the

difference between the (a) exercise price ($3.60) per share of the Option Shares multiplied

by the 20,000 Option Shares exercised, and (b) the market value ($10.115) on the date of

exercise of the Option Shares times the 20,000 Option Shares exercised.

October 2, 2023, Mr.

Grondin exercised the vested portion of an ISO granted to him on January

17, 2019 under the Company’s 2017 Stock Option Plan for the purchase of 8,000 shares

(Option Shares) of the Company’s Common Stock at $3.15 per share.

As permitted by the

2017 Stock Option Plan, Mr.

Grondin elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market

value equal to the aggregate exercise price of $25,200.

Since the fair market value of the

Company’s Common Stock on October 2, 2023, (as determined in accordance with the 2017

Stock Option Plan) was $10.115 per share, the Company withheld 2,491 shares of Common Stock

($25,200 divided by $10.115) to pay the aggregate exercise price of the option and issued

5,509 shares to Mr.

Realized value on this exercise was determined based on the

difference between the (a) exercise price ($3.15) per share of the Option Shares multiplied

by the 8,000 Option Shares exercised, and (b) the market value ($10.115) on the date of exercise

of the Option Shares times the 8,000 Option Shares exercised.

April 20, 2023, upon recommendation by the Compensation Committee and approval by the Board, the Company entered into employment agreements

with each of Mark Duff, President and CEO, Ben Naccarato, EVP and CFO, Dr.

Louis Centofanti, EVP of Strategic Initiatives, Andrew Lombardo,

EVP of Nuclear and Technical Services, and Richard Grondin, EVP of Waste Treatment Operations (collectively the “New Employment

Agreements” and each, individually, a “New Employment Agreement”).” The Company had previously entered into employment

agreements with each of Mark Duff, Ben Naccarato, Dr.

Louis Centofanti, Andrew Lombardo and Richard Grondin on July 22, 2020, all five

of which agreements were due to expire on July 22, 2023, but which were terminated effective April 20, 2023 upon the execution of the

New Employment Agreements.

of the New Employment Agreements, which are substantially identical except for compensation, are effective April 20, 2023.

New Employment Agreements, each of these executive officers is provided an annual salary, which annual salary may be increased from time

to time, but not reduced, as determined by the Compensation Committee.

In addition, each of these executive officers is entitled to participate

in the Company’s broad-based benefits plans and to certain performance compensation payable under separate MIPs as approved by

the Company’s Compensation Committee and the Company’s Board.

The Company’s Compensation Committee and the Board approved

individual 2023 MIPs on January 19, 2023 (which were effective January 1, 2023 and applicable for the 2023 fiscal year) for each of the

executive officers (see discussion of each of the 2023 MIPs below under “2023 MIPs”).

of the New Employment Agreements is effective for three years from April 20, 2023 (the “Initial Term”) unless earlier terminated

by the Company or by the executive officer.

At the end of the Initial Term of each New Employment Agreement, each New Employment Agreement

will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company

or the executive officer provides written notice not to extend the terms of the New Employment Agreement.

Andrew Lombardo retired

from the position of EVP of Nuclear and Technical Services effective January 1, 2024.

Lombardo’s retirement from the position

of EVP of Nuclear and Technical Services, he no longer was an executive officer of the Company.

Upon his retirement as EVP of Nuclear

and Technical Services, his employment agreement dated April 20, 2023, was terminated effective January 1, 2024.

Lombardo remains

employed by the Company at a reduced capacity, and assists with the transition of his former responsibilities as well as contributing

to certain business development matters.

to the New Employment Agreements, if the executive officer’s employment is terminated due to death, disability or for cause (as

defined in the agreements), the Company will pay to the executive officer or to his estate an amount equal to the sum of any unpaid base

salary and accrued unused vacation time through the date of termination and any benefits due to the executive officer under any employee

benefit plan (the “Accrued Amounts”) plus any performance compensation payable pursuant to the executive officer’s

MIP with respect to the fiscal year immediately preceding the date of termination.

In the event that an executive officer’s employment

is terminated due to death, the Company will also pay a lump-sum payment (the “Cash Medical Continuation Benefit”) equal

to eighteen times the monthly premium that would be required to be paid, pursuant to the Consolidated Omnibus Budget Reconciliation Act

of 1985, as amended (“COBRA”), to continue group health coverage for the executive officer’s eligible covered dependents

in effect on the date of the executive officer’s termination of employment, based on the premium for the first month of COBRA coverage.

Such cash payment will be taxable and will be made regardless of whether the executive officer’s eligible covered dependents elect

COBRA continuation coverage.

the executive officer terminates his employment for “good reason” (as defined in the agreements) or is terminated by the

Company without cause (including any such termination for “good reason” or without cause within 24 months after a Change

in Control (as defined in the agreements), the Company will pay the executive officer Accrued Amounts, (a) two years of full base salary,

plus (b) (i) two times the performance compensation (under the executive officer’s MIP) earned with respect to the fiscal year

immediately preceding the date of termination provided the performance compensation earned with respect to the fiscal year immediately

preceding the date of termination has not yet been paid, or (ii) if performance compensation earned with respect to the fiscal year immediately

preceding the date of termination has already been paid to the executive officer, the executive officer will be paid an additional year

of the performance compensation earned with respect to the fiscal year immediately preceding the date of termination, and (c) the Cash

Medical Continuation Benefit.

If the executive officer terminates his employment for a reason other than for good reason, the Company

will pay to the executive officer an amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP

applicable to such executive officer.

Additionally,

in the event of a Change in Control (as defined in the agreements), all outstanding stock options to purchase the common stock held by

the executive officer will immediately become exercisable in full commencing on the date of termination through the original term of

In the event of the death of an executive officer, all outstanding stock options to purchase common stock held by the executive

officer will immediately become exercisable in full commencing on the date of death, with such options exercisable for the lesser of

the original option term or twelve months from the date of the executive officer’s death.

In the event an executive officer terminates

his employment for “good reason” (as defined in the agreements) or is terminated by the Company without cause, all outstanding

stock options to purchase common stock held by the officer will immediately become exercisable in full commencing on the date of termination,

with such options exercisable for the lesser of the original option term or within 60 days from the date of the executive officer’s

date of termination.

Severance benefits payable with respect to a termination (other than Accrued Amounts) shall not be payable until

the termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)).

Payments Upon Termination or Change in Control

following table sets forth the potential (estimated) payments and benefits to which each NEO would be entitled upon termination of employment

by the NEO for “good reason” or by the Company “without cause,” or following a Change in Control of the Company,

as specified under each of their respective Employment Agreements with the Company, assuming each circumstance described below occurred

on December 31, 2022, the last day of our most recent fiscal year.

Such potential payments include any Accrued Amounts (accrued base

salary earned for 2022 but paid in 2023, as well as accrued unused vacation/sick time and other vested benefits under the Company plans

in which he participates).

The NEO is not entitled to payment of any benefits upon termination for cause or resignation without good

reason other than for Accrued Amounts.

Name and Principal Position

Potential Payment/Benefit

following table sets forth the potential (estimated) payments and benefits to which each executive officer would be entitled upon termination

of employment by the executive officer for “good reason” or by the Company “without cause,” or following a Change

in Control of the Company, as specified under each of their respective Employment Agreements with the Company, assuming each circumstance

described below occurred on December 31, 2023, the last day of our most recent fiscal year.

Such potential payments include any Accrued

Amounts (accrued base salary earned for 2023 but paid in 2024, as well as accrued unused vacation/sick time and other vested benefits

under the Company plans in which the executive officer participates).

The executive officer is not entitled to payment of any benefits

upon termination for cause or resignation without good reason other than for Accrued Amounts.

By Executive for

Good Reason or by

Good Reason or

Name and Principal Position

Company Without

Change in Control

Potential Payment/Benefit

of the Company

President and CEO

Base salary and Accrued Amounts

Base salary and Accrued

$ 791,176 (1)

1 unchanged sentence

Performance compensation

$ 374,870 (2)

Stock Options

$ 435,650 (3)

Cash Medical Benefit Cotinuation

Ben Naccarato

Base salary and Accrued Amounts

Base salary and Accrued

$ 682,857 (1)

1 unchanged sentence

Performance compensation

$ 304,772 (2)

Stock Options

$ 249,225 (3)

Cash Medical Benefit Cotinuation

Louis Centofanti

EVP of Strategic Initiatives

Base salary and Accrued Amounts

Base salary and Accrued

$ 674,187 (1)

1 unchanged sentence

Performance compensation

$ 253,980 (2)

Stock Options

$ 205,700 (3)

Cash Medical Benefit Cotinuation

Andy Lombardo

EVP of Nuclear and Technical Services

Base salary and Accrued Amounts

Base salary and Accrued

$ 652,427 (1)

1 unchanged sentence

Performance compensation

$ 304,772 (2)

Stock Options

$ 176,985 (3)

Benefit Cotinuation

Richard Grondin

EVP of Waste Treatment Operations

Base salary and Accrued Amounts

Base salary and Accrued

$ 626,791 (1)

1 unchanged sentence

Performance compensation

$ 261,234 (2)

Stock Options

(1) Represents

two times the base salary of the NEO at December 31, 2022 plus “Accrued Amounts.”

(2) Represents

two times the performance compensation earned for fiscal year 2022 which was $0 (see “2022

MIPs” below).

is calculated based on the difference between the exercise price of each option and the market

value of the Company’s Common Stock per share (as reported on the NASDAQ) at December

31, 2022 times the number of options outstanding at December 31, 2022.

Benefit excludes options

which were out-of-the-money at December 31, 2022.

$ 148,665 (3)

Cash Medical Benefit Cotinuation

two times the base salary of the executive officer at December 31, 2023, plus “Accrued Amounts.”

two times the performance compensation earned for fiscal year 2023 (see “2023 MIPs” below).

is calculated based on the difference between the exercise price of each option and the market value of the Company’s Common

Stock per share (as reported on the Nasdaq) at December 31, 2023 times the number of options outstanding at December 31, 2023.

excludes options which were out-of-the-money at December 31, 2023.

a lump-sum payment equal to eighteen times the monthly premium that would be required to be paid to continue group health coverage

for the executive officer’s eligible covered dependents in effect on the date of the executive officer’s termination

of employment as defined in the employment agreement,

Executive Compensation Components

4 unchanged sentences

and other benefits;

● perquisites.

on the amounts set forth in the Summary Compensation table, during 2023, salary accounted for approximately 52.4% of the total compensation

of our NEOs, while equity option awards, MIP compensation, and other compensation accounted for approximately 11.0% of the total compensation

of our NEOs, while equity option awards, MIP compensation, bonus and other compensation accounted for approximately 47.6% of the total

compensation of the NEOs.

NEOs, other officers, and other employees of the Company receive a base annual salary.

3 unchanged sentences

its review of base salaries for executives, the Compensation Committee primarily considers:

data and comparisons to similar companies within the business segments in which the Company

data and comparisons to similar companies within the business segments in which the Company operates;

review of the executive’s compensation, both individually and relative to other officers;

4 unchanged sentences

The base salary and potential annual base salary adjustments for the NEOs are set forth in their respective employment agreements.

On October 19, 2023, the Compensation Committee and the Board approved a base salary increase adjustment, effective January 1, 2024,

of seven percent for the CEO and five percent for each of the CFO, EVP of Strategic Initiatives, and the EVP of Waste Treatment Operations.

The following reflects the base salary for each of the NEOs on January 1, 2024, after the base salary increase:

$417,155 for the CEO;

$332,811 for the CFO;

$277,346 for the EVP of Strategic Initiatives;

and $285,267 for the EVP of Waste Treatment Operations.

Performance-Based

15 unchanged sentences

performance compensation payable under each MIP was based upon meeting certain of the Company’s separate target objectives during

2022 as described in each of the MIPs below.

The Compensation Committee believes performance compensation payable under each of the MIPs

should be based on achievement of at least 75% of EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP

financial measurement, as the Company believes that this target provides a better indicator of operating performance as it excludes certain

non-cash items.

EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect the Company’s

financial performance under GAAP.

No performance compensation was earned for each of the target objectives under any of the MIPs for

2022 since a minimum of 75% of the EBITDA target was not achieved.

targets set forth in each of the 2022 MIPs took into account the Board-approved budget for 2022 as well as the Compensation Committee’s

expectation for performance that in its estimation would warrant payment of incentive cash compensation.

In formulating certain targets,

the Compensation Committee and the Board considered 2021 results, economic conditions, potential continued impact of COVID-19 and forecasts

for 2022 government spending.

compensation, if any, was to be paid on or about 90 days after year-end, or sooner, based on the Company’s audited financial statements

included in the Company’s Form 10-K filed with the SEC.

The Compensation Committee retained the right to modify, change or terminate

each MIP and may adjust the various target amounts described below, at any time and for any reason.

total performance compensation that was to be paid to the NEOs under the MIPs was not to exceed 50% of the Company’s pre-tax net

income prior to the calculation of performance compensation.

2023 as described in each of the MIPs below, provided, however, no performance compensation was to be paid for attaining any of the Company’s

separate target objectives unless a minimum of 75% of the EBITDA target objective was achieved.

The Compensation Committee believes performance

compensation payable under each of the MIPs should be based on achievement of at least 75% of EBITDA (earnings before interest, taxes,

depreciation and amortization), a non-U.S.

GAAP (accounting principles generally accepted in the United States of America) financial

measurement, as the Company believes that this target provides a better indicator of operating performance as it excludes certain non-cash

EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect the Company’s financial

performance under U.S.

formulating certain targets set forth in the MIPs, the Compensation Committee and the Board considered the Board-approved budget for

2023, economic conditions (continued potential impact of COVID-19), forecasts for 2023 government spending, as well as the Compensation

Committee’s expectation for performance that in its estimation would warrant payment of incentive cash compensation.

compensation amounts earned under the 2023 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of

our audited financial statements for 2023.

For 2023, a total of approximately $750,000 was earned by the NEOs under the MIPs.

See “Compensation

Earned Under 2023 MIPs” below for amount earned by each NEO under his respective MIP.

Compensation Committee retained the right to modify, change or terminate each MIP and may adjust the various target amounts described

below, at any time and for any reason.

total to be paid to the NEOs under the 2023 MIPs may not exceed 50% of the Company’s pre-tax net income prior to the calculation

of performance compensation.

following schedules reflect performance compensation that was payable under each of the 2023 MIPs, along with a description of the target

As noted above, no performance compensation was earned under any of the MIPs for 2022 since a minimum of 75% of the EBITDA

target was not achieved.

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2023 Management

Incentive Plan

CEO MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental Services,

2023 Management Incentive Plan

CFO MIP MATRIX

Target Objectives

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

& License Violations (4) (6)

Permit & License

Violations (4) (6)

of Strategic Initiatives MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2023 Management

Incentive Plan

EVP OF STRATEGIC

INITIATIVES MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

of Waste Treatment Operations MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2023 Management

Incentive Plan

TREATMENT OPERATIONS MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

of Nuclear and Technical Services MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Achieved

& Safety (3) (6)

Annualized Base Pay:

Performance Incentive

was defined as the total consolidated third-party top line revenue as publicly reported in

the Company’s 2022 financial statements.

The percentage achieved was determined by

comparing the actual consolidated revenue for 2022 to the Board approved Revenue target for

was defined as earnings before interest, taxes, depreciation, and amortization from continuing

and discontinued operations.

The percentage achieved was determined by comparing the actual

EBITDA to the Board approved EBITDA target for 2022.

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation

Lost Time Accidents in the Company’s Services Segment, as provided by the Company’s

Worker’s Compensation carrier.

The Corporate Controller submitted a report on a quarterly

basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents,

supported by the Worker’s Compensation Loss Report provided by the company’s

carrier or broker.

Such claims were identified on the loss report as “indemnity claims.”

The following number of Worker’s Compensation Lost Time Accidents and corresponding

performance target thresholds was established for the annual Incentive Compensation Plan

calculation for 2022.

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental Services,

2023 Management Incentive Plan

EVP OF NUCLEAR

& TECHNICAL SERVICES MIP MATRIX

Target Objectives

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Cost Performance Incentive

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2023 financial statements.

The percentage achieved was determined by comparing the actual consolidated revenue for 2023 to the Board-approved revenue target

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations.

The percentage

achieved was determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2023.

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation Lost Time Accidents (“WCLTA”),

as provided by the Company’s Worker’s Compensation carrier.

For the EVP of Nuclear and Technical Services and the EVP

of Waste Treatment Operations, the incentive target was based on actual number of WCLTA in the Services and Treatment Segments only,

respectively.

The Corporate Controller submitted a report on a quarterly basis documenting and confirming the number of Worker’s

Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier

Such claims were identified on the loss report as “indemnity claims.” The following number of Worker’s

Compensation Lost Time Accidents and corresponding performance target thresholds was established for the annual Incentive Compensation

Plan calculation for 2023.

or License Violations incentive was earned/determined according to the scale set forth below:

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in their sole discretion, to the Company .

License Violations

Target Achieved

incentive was earned/determined by maintaining project performance metrics for all Firm Fixed

6 unchanged sentences

for annual incentive compensation plan calculation for 2023.

Target Achieved

performance incentive compensation was payable for the target objective unless a minimum

of 75% of the EBITDA target objective is achieved.

January 19, 2023, the Compensation Committee and the Board approved individual MIPs for the calendar year 2023 for each of the NEOs.

of 75% of the EBITDA target objective was achieved.

Earned Under 2023 MIPs

following tables set forth the MIP compensation earned by the CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical Services

and the EVP of Waste Treatment Operations for fiscal year 2023:

Performance Target

MIP Compensation

Target Objectives:

Health & Safety

Permit & License

Total Performance Compensation

Performance Target

MIP Compensation

Target Objectives:

Health & Safety

Permit & License

Total Performance Compensation

EVP of Strategic Initiatives

Performance Target

MIP Compensation

Target Objectives:

Health & Safety

Permit & License

Total Performance Compensation

EVP of Nuclear and Technical Services

Performance Target

MIP Compensation

Target Objectives:

Health & Safety

Total Performance Compensation

EVP of Waste Treatment Operations

Performance Target

MIP Compensation

Target Objectives:

Health & Safety

Permit & License

Total Performance Compensation

January 18, 2024, the Compensation Committee and the Board (with Mr.

Mark Duff and Dr.

Louis Centofanti abstaining) approved individual

MIPs for the calendar year 2024 for each of the NEOs.

Each of the MIPs is effective January 1, 2024.

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separate target objectives unless a minimum of 75% of the EBITDA target objective is achieved.

targets set forth in each of the 2023 MIPs take into account the Board-approved budget for 2023 as well as the Compensation Committee’s

expectation for performance that in its estimation would warrant payment of incentive cash compensation.

In formulating certain targets,

the Compensation Committee and the Board considered 2022 results, economic conditions, potential continued impact of COVID-19 and forecasts

for 2023 government spending.

In formulating such targets, the Compensation

Committee and the Board considered 2023 results, the Board-approved budget for 2024, economic conditions, forecasts for 2024 government

spending, as well as the Compensation Committee’s expectation for performance that in its estimation would warrant payment of incentive

cash compensation

compensation amounts under the 2024 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited

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following schedules reflect performance compensation payable under each of the MIPs, along with a description of the target objectives.

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2023 Management Incentive Plan

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2024 Management

Incentive Plan

CEO MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2023 Management Incentive Plan

Revenue (1) (6)

Health & Safety (4) (6)

Permit & License

Violations (5) (6)

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2024 Management

Incentive Plan

CFO MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Revenue (1) (6)

Target Achieved

Regulatory Filing (3) (6)

of Strategic Initiatives MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental Services,

2024 Management

Incentive Plan

EVP OF STRATEGIC

INITIATIVES MIP MATRIX

Target Objectives

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

Revenue (1) (6)

Health & Safety (4) (6)

Permit & License

Violations (5) (6)

of Waste Treatment Operations MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Achieved

& Safety (3) (6)

& License Violations (4) (6)

of Nuclear and Technical Services MIP:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Achieved

& Safety (3) (6)

Annualized Base Pay:

Performance Incentive

is defined as the total consolidated third-party top line revenue as publicly reported in

the Company’s 2023 financial statements.

The percentage achieved is determined by comparing

the actual consolidated revenue for 2023 to the Board approved Revenue target for 2023.

is defined as earnings before interest, taxes, depreciation, and amortization from continuing

and discontinued operations.

The percentage achieved is determined by comparing the actual

EBITDA to the Board approved EBITDA target for 2023.

Health and Safety Incentive target is based upon the actual number of Worker’s Compensation

Lost Time Accidents in the Company’s Services Segment, as provided by the Company’s

Worker’s Compensation carrier.

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental

Services, Inc.

2024 Management

Incentive Plan

TREATMENT OPERATIONS MIP MATRIX

Target Objectives

Target Achieved

Revenue (1) (6)

Health & Safety (4) (6)

Permit & License

Violations (5) (6)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2024 financial statements.

The percentage achieved is determined by comparing the actual consolidated revenue for 2024 to the Board-approved revenue target

is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations.

The percentage

achieved is determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2024.

Filing Incentive Target is based on meeting all deadlines (including allowable extension granted by the SEC) for the Form 10-K, Form

10-Q and 8-Ks required by SEC (Securities and Exchange Commission).

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation Lost Time Accidents (“WCLTA”),

as provided by the Company’s Worker’s Compensation carrier.

For the EVP of Waste Treatment Operations, the incentive

target is based on actual number of WCLTA in the Treatment Segments only.

The Corporate Controller will submit a report on a quarterly

basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents,

supported by the Worker’s Compensation Loss Report provided by the company’s

carrier or broker.

basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation

Loss Report provided by the company’s carrier or broker.

Such claims will be identified on the loss report as “indemnity

claims.” The following number of Worker’s Compensation Lost Time Accidents and

corresponding performance target thresholds has been established for the annual Incentive

Compensation Plan calculation for 2023.

claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding performance target thresholds

has been established for the annual Incentive Compensation Plan calculation for 2024.

or License Violations incentive is earned/determined according to the scale set forth below:

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in their sole discretion, to the Company .

License Violations

Target Achieved

incentive is earned/determined by maintaining project performance metrics for all Firm Fixed

Price task orders and projects to include monitoring CPI based on recognized earned value

calculations.

As defined through monthly project reviews, all CPI metrics should exceed 1.0

for Nuclear Services Projects.

A cumulative CPI (CCPI) will be calculated from all fixed

cost contracts.

The following CCPI and corresponding performance target thresholds have been

established for annual incentive compensation plan calculation for 2023.

performance incentive compensation will be payable for the target objective unless a minimum

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Stock Option Plans

2017 Stock Option Plan (“2017 Option Plan”) encourages participants to focus on long-term performance and provides an opportunity

2017 Stock Option Plan (“2017 Plan”) encourages participants to focus on long-term performance and provides an opportunity

for executive officers and certain designated key employees to increase their stake in the Company.

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value to executives only when the value of our stock increases.

The 2017 Option Plan authorizes the grant of NQSOs and ISOs for the purchase

of our Common Stock.

2017 Option Plan assists the Company to:

The 2017 Plan authorizes the grant of Non-Qualified Stock Options (“NQSOs”)

and Incentive Stock Options (“ISOs”) for the purchase of our Common Stock.

2017 Plan was adopted to:

the link between the creation of stockholder value and long-term executive incentive compensation;

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Company’s NEOs have outstanding options from the Company’s 2017 Plan (See “Item 11 – Executive Compensation –

Outstanding Equity Awards at Fiscal Year-End - Outstanding Equity Awards at December 31, 2022” for outstanding options for each

of our NEOs).

On January 19, 2023, the Company’s Board and Compensation Committee approved ISO for each of the Company’s

executive officers for the purchase set forth in his respective ISO Agreement, as follows:

70,000 shares for the CEO;

40,000 shares for

30,000 shares for the EVP of Strategic Initiatives;

30,000 shares for the EVP of Waste Treatment Operations;

and 30,000 shares

for the EVP of Nuclear and Technical Services.

Each of the ISOs granted has a contractual term of six years with one-fifth yearly vesting

over a five-year period.

The exercise price of the ISO is $3.95 per share, which was equal to the fair market value of the Company’s

Common Stock on the date of grant.

Outstanding Equity Awards at Fiscal Year-End - Outstanding Equity Awards at December 31, 2023,” for outstanding options under the

2017 Plan for each of our NEOs).

cases of termination of an executive officer’s employment due to death, by the executive for “good reason,” by the

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In 2023, the Company provided the

following annual compensation to each non-employee director and the committee(s) for which he/she serves:

following annual compensation to each non-employee director for service on the Board and the committee(s) for which he/she serves:

quarterly fee of $11,500;

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and the Strategic Committee.

The Chairman of the Board was not eligible to receive a quarterly fee for serving as the Chairman of any

the aforementioned committees;

The Chairman of the Board was not eligible to receive a quarterly fee for serving as the Chairman of

any the aforementioned committees;

additional $1,250 to each Audit Committee member (excluding the Chairman of the Audit Committee);

additional quarterly fee of $500 to each member of the Compensation Committee, the Governance and Nominating Committee, and the Strategic

Such fee was payable only if the member did not also serve as the Chairman of any other standing committees or as the Chairman

of the Board;

fee of $1,000 for each in-person board meeting attended and a $500 fee for meeting attendance

via conference call;

director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Plan (“2003

Outside Directors Plan”), with the balance, if any, payable in cash.

non-employee director was also granted an option to purchase 10,000 shares of Common Stock upon reelection with vesting period of 25%

per year, beginning on the first anniversary date of the grant, with each option having a 10-year term.

Such fee was payable only if the member did not also serve as the Chairman of any other standing committees or as the

Chairman of the Board;

fee of $1,000 for each in-person board meeting attended and a $500 fee for meeting attendance via conference call;

the 2003 Outside Directors Stock Plan (“2003 Outside Directors Plan”), each director may elect to have either 65% or 100%

of such fees payable in Common Stock, with the balance, if any, payable in cash.

Each non-employee director was also granted a NQSO to

purchase up to 10,000 shares of Common Stock upon reelection at the 2023 Annual Meeting of Stockholders, with vesting at 25% per year,

beginning on the first anniversary date of the grant, with each option having a 10-year term.

Louis Centofanti, a current member of the Board, is not eligible to receive compensation for his service as a director of the Company

as he is an employee of the Company (see “Summary Compensation” table in this section for Dr.

Centofanti’s annual salary

as he is an employee of the Company.

As the Company’s President and CEO, Mr.

Duff, who was elected by the Company’s Board

as a Board member effective April 20, 2023, also is not eligible to receive compensation for his service as a director of the Company

(see “Summary Compensation” table in this section for each of Dr.

Centofanti’s and Mark Duff’s annual salary

and other compensation as an employee of the Company).

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Other Compensation

the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s

fees in shares of our Common Stock.

The amounts set forth above represent the portion of

the director’s fees paid in cash and exclude the value of the director’s fee

elected to be paid in Common Stock under the 2003 Outside Directors Plan, which values are

included under “Stock Awards.”

number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors

Plan is calculated based on 75% of the closing market value of the Common Stock as reported

on the NASDAQ on the business day immediately preceding the date that the quarterly fee is

the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our Common

The amounts set forth above represent the portion of the director’s fees paid in cash and exclude the value of the director’s

fee elected to be paid in Common Stock under the 2003 Outside Directors Plan, which values are included under “Stock Awards.”

number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors Plan is calculated based on 75%

of the closing market value of the Common Stock as reported on the Nasdaq on the business day immediately preceding the date that

the quarterly fee is due.

Such shares are fully vested on the date of grant.

The value of the stock award is based

on the market value of our Common Stock at each quarter end times the number of shares issuable

under the award.

The amount shown is the fair value of the Common Stock on the date of the

options granted under the Company’s 2003 Outside Directors Plan resulting from re-election

to the Board on July 21, 2022.

Options are for a 10-year period with an exercise price of

$5.15 per share and vest 25% per year, beginning on the first anniversary date of the grant.

The value of the option award for each outside director is calculated based on the fair value

of the option per share (approximately $3.61) on the date of grant times the number of options

granted, which was 10,000 for each director, pursuant to ASC 718, “Compensation –

Stock Compensation.”.

following table reflects the aggregate number of outstanding NQSO held by the Company’s

directors at December 31, 2022.

As an employee of the Company or its subsidiaries, Dr.

is not eligible to participate in the 2003 Outside Directors Plan.

Options reflected below

Centofanti were granted from the 2017 Plan as discussed previously:

Options Outstanding

at December 31, 2022

The value of the stock award is based on the market

value of our Common Stock at each quarter end times the number of shares issuable under the award.

The amount shown is the fair value

of the Common Stock on the date of the award.

options granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board on July 20, 2023.

are for a 10-year period with an exercise price of $9.81 per share and vest 25% per year, beginning on the first anniversary date

of the grant.

The value of the option award for each outside director is calculated based on the fair value of the option per share

(approximately $6.46) on grant date times the number of options granted, which was 10,000 for each director, pursuant to ASC 718,

“Compensation – Stock Compensation.”.

following table reflects the aggregate number of outstanding NQSOs held by the Company’s directors at December 31, 2023.

an employee of the Company or its subsidiaries, neither Dr.

Centofanti nor Mark Duff is eligible to participate in the 2003 Outside

Directors Plan.

Options reflected below for each of Dr.

Centofanti and Mark Duff were granted from the 2017 Plan as discussed previously:

Options Outstanding at

Louis Centofanti

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date of the grant and no option shall be exercisable after the expiration of ten years from the date the option is granted.

As of December

31, 2023, options to purchase 300,000 shares of Common Stock were outstanding under the 2003 Outside Directors Plan, of which 142,500

were vested at December 31, 2022.

a member of the Board, each director may elect to receive either 65% or 100% of his director’s fee in shares of our Common Stock.

The number of shares received by each director is calculated based on 75% of the fair market value of the Common Stock determined on

the business day immediately preceding the date that the quarterly fee is due.

The balance of each director’s fee, if any, is payable

In 2022, the fees earned by our outside directors totaled approximately $572,000.

the event of a “change of control” (as defined in the 2003 Outside Directors Plan), each outstanding stock option and stock

award shall immediately become exercisable in full notwithstanding the vesting or exercise provisions contained in the stock option agreement.

a member of the Board, each director may elect to receive either 65% or 100% of his or her director’s fee in shares of our Common

The number of shares received by each director is calculated based on 75% of the fair market value of the Common Stock determined

on the business day immediately preceding the date that the quarterly fee is due.

The balance of each director’s fee, if any, is

payable in cash.

In 2023, fees earned by our outside directors totaled approximately $572,000.

the event of a “change of control” (as defined in the 2003 Outside Directors Plan) or by reason of the director’s death

or Disability (as defined), each outstanding stock option and stock award shall immediately become exercisable in full notwithstanding

the vesting or exercise provisions contained in the stock option agreement.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners

table below sets forth information as to the shares of Common Stock beneficially owned as of February 14, 2023 by each person known by

us to be the beneficial owners of more than 5% of any class of our voting securities.

Name of Beneficial Owner

Heartland Advisors, Inc.

The number of shares and the percentage of outstanding Common Stock shown as beneficially owned by a person are based upon 13,358,075

shares of Common Stock outstanding on February 14, 2023, and the number of shares of Common Stock which such person has the right to

acquire beneficial ownership of within 60 days.

Beneficial ownership by our stockholders has been determined in accordance with the rules

promulgated under Section 13(d) of the Exchange Act.

This information is based on the Schedule 13D of Heartland Advisors, Inc., an investment advisor, filed with the Commission on

January 10, 2023, disclosing that at December 31, 2022, each of Heartland Advisors, Inc., Heartland Holdings, Inc.

William Nasgovitz,

as a control person of Heartland Advisors, Inc., had shared dispositive power over all shares shown above and shared voting power over

1,015,500 of such shares.

The address of Heartland Advisors, Inc.

is 790 North Water Street, Milwaukee, WI 53202.

Additionally,

Schelhammer Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that

as of February 1, 2023, it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,897,794 shares of our

Common Stock.

None of the Common Stock held by Schelhammer Capital Bank AG for the account of any single investor represents more than

4.9% of our Common Stock and, to the best knowledge of Schelhammer Capital Bank AG, as far as stocks held by such investors in accounts

with Schelhammer Capital Bank AG, none of such investors act together as a group or otherwise act in concert for the purpose of voting

on matters subject to the vote of our stockholders or for purpose of disposition or investment of such stock.

Additionally, the investors

for whom Schelhammer Capital Bank AG acts as nominee with respect to such shares maintain full voting and dispositive power over the

Common Stock beneficially owned by such investors, and Schelhammer Capital Bank AG has neither voting nor investment power over such

Accordingly, Schelhammer Capital Bank AG believes that (i) it is not the beneficial owner, as such term is defined in Rule 13d-3

of the Exchange Act, of the shares of Common Stock registered in Schelhammer Capital Bank AG’s name because (a) Schelhammer Capital

Bank AG holds the Common Stock as a nominee only, (b) Schelhammer Capital Bank AG has neither voting nor investment power over such shares,

and (c) Schelhammer Capital Bank AG has not nominated or sought to nominate, and does not intend to nominate in the future, any person

to serve as a member of our Board;

and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to file either

Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG.

Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of February

1, 2024, it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,837,572 shares of our Common Stock.

None of the Common Stock held by Schelhammer Capital Bank AG for the account of any single investor represents more than 4.9% of our

Common Stock and, to the best knowledge of Schelhammer Capital Bank AG, as far as stocks held by such investors in accounts with Schelhammer

Capital Bank AG, none of such investors act together as a group or otherwise act in concert for the purpose of voting on matters subject

to the vote of our stockholders or for purpose of disposition or investment of such stock.

Additionally, the investors for whom Schelhammer

Capital Bank AG acts as nominee with respect to such shares maintain full voting and dispositive power over the Common Stock beneficially

owned by such investors, and Schelhammer Capital Bank AG has neither voting nor investment power over such shares.

Accordingly, Schelhammer

Capital Bank AG believes that (i) it is not the beneficial owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares

of Common Stock registered in Schelhammer Capital Bank AG’s name because (a) Schelhammer Capital Bank AG holds the Common Stock

as a nominee only, (b) Schelhammer Capital Bank AG has neither voting nor investment power over such shares, and (c) Schelhammer Capital

Bank AG has not nominated or sought to nominate, and does not intend to nominate in the future, any person to serve as a member of our

and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to file either Schedule 13D or Schedule

13G in connection with the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG.

Notwithstanding

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person has the right to acquire beneficial ownership within 60 days.

of Beneficial Owner (2)

Name of Beneficial

and Nature of Beneficial Owner (1)

Centofanti (5)

Lombardo (13)

Naccarato (14)

and Executive Officers as a Group (12 persons)

Mark Duff (11)

Richard Grondin (12)

Ben Naccarato (13)

Directors and Executive Officers as a Group

1,462,825 (14)

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See footnote (1) of the table under “Security Ownership of Certain Beneficial Owners.”

(2) The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.

Bostick has sole and voting and investment power over all shares shown, which include:

(i) 28,048 shares of Common Stock held

of record by Mr.

Bostick, and (ii) immediately exercisable options to purchase 8,500 shares.

The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place,

Suite 250, Atlanta, Georgia 30350.

(3) LTG (ret.) Bostick has sole and voting and

investment power over all shares shown, which include:

(i) 34,823 shares of Common Stock held of record by LTG (ret.) Bostick, and (ii)

options to purchase 13,500 shares which are immediately exercisable.

Duggan has sole and voting and investment power over all shares shown, which include:

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of record by Ms.

Duggan, and (ii) immediately exercisable options to purchase 8,500 shares.

Duggan, and (ii) options to purchase 13,500 shares which are immediately exercisable.

These shares include (i) 206,209 shares held of record by Dr.

Centofanti, (ii) immediately exercisable options to purchase 66,000 shares, and (iii) 62,800 shares held by Dr.

Centofanti, (ii) immediately exercisable options to purchase 29,000

shares, and (iii) 62,800 shares held by Dr.

Centofanti’s wife.

Centofanti has sole voting and investment power over all such shares, except for the shares held by Dr.

Centofanti has sole voting and investment power over all such

shares, except for the shares held by Dr.

Centofanti’s wife, over which Dr.

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of record by Mr.

Grumski, and (ii) immediately exercisable options to purchase 10,900 shares.

Grumski, and (ii) options to purchase 15,900 shares which are immediately exercisable.

Reeder has sole voting and investment power over all shares shown, which include:

(i) 234,318 shares of Common Stock held of

record by Mr.

Reeder, and (ii) immediately exercisable options to purchase 21,700 shares.

Shelton has sole voting and investment power over all shares shown, which include:

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of record by Mr.

Shelton, and (ii) immediately exercisable options to purchase 21,700 shares.

Shelton, and (ii) options to purchase 24,300 shares which are immediately exercisable.

Wamp has sole voting and investment power over all shares shown, which include:

(i) 37,720 shares of Common Stock held of record by Mr.

Wamp, and (ii) immediately exercisable options to purchase 15,700 shares.

(i) 42,296 shares of Common Stock held

of record by Mr.

Wamp, and (ii) options to purchase 20,700 shares which are immediately exercisable.

Zwecker has sole voting and investment power over all shares shown, which include:

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of record by Mr.

Zwecker, and (ii) immediately exercisable options to purchase 21,700 shares.

Zwecker, and (ii) options to purchase 24,300 shares which are immediately exercisable.

Duff has sole voting and investment power over all shares shown, which include:

(i) 40,984 shares of Common Stock held of record

(i) 110,952 shares of Common Stock held of

record by Mr.

Duff, and (ii) immediately exercisable options to purchase 59,000 shares.

Grondin has sole voting and investment power over all shares shown, which include:

(i) 1,036 shares of Common Stock held of record by Mr.

(i) 19,427 shares of Common Stock

held of record by Mr.

Grondin, and (ii) immediately exercisable options to purchase 18,000 shares.

Lombardo has sole voting and investment power over all shares shown, which include:

(i) 6,900 shares of Common Stock held of record by Mr.

Lombardo, and (ii) immediately exercisable options to purchase 23,000 shares.

Naccarato has sole voting and investment power over all shares shown, which include:

(i) 4,393 shares of Common Stock held of record by Mr.

(i) 37,877 shares of Common Stock

held of record by Mr.

Naccarato, and (ii) immediately exercisable options to purchase 33,000 shares.

(15) Amount includes 427,700 immediately exercisable options.

Amount includes options to purchase 251,200 shares which are immediately exercisable.

Compensation Plans

1 unchanged sentence

Compensation Plan

Plan Category

of securities to be issued upon exercise of outstanding options warrants and rights

average exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected

in column (a)

compensation plans

approved by stockholders

compensation plans not

of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected

Equity compensation plans

by stockholders

Equity compensation

approved by stockholders

2 unchanged sentences

in the future, and in which:

amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average

of our total assets at year-end for the last two completed fiscal years;

of our directors, executive officers or beneficial owners of more than 5% of any class of

our voting securities, or any member of the immediate family of the foregoing persons, had

or will have a direct or indirect material interest.

amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for

the last two completed fiscal years;

of our directors, executive officers or beneficial owners of more than 5% of any class of our voting securities, or any member of

the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Committee Review

6 unchanged sentences

extent of the related person’s interest in the transaction;

the transaction is on terms generally available to an unaffiliated third-party under the

same or similar circumstances;

the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances;

cost and benefit to the Company;

impact or potential impact on a director’s independence in the event the related party

is a director, an immediate family member of a director or an entity in which a director

is a partner, stockholder or executive officer;

impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member

of a director or an entity in which a director is a partner, stockholder or executive officer;

availability of other sources for comparable products or services;

13 unchanged sentences

Code of Ethics, which applies to our Board and all our employees, including the executive officers identified under the heading “Named

Executive Officers” and our senior financial officers, provide that such individuals must exhibit and promote honest and ethical

Executive Officers” and our senior financial officers, provides that such individuals must exhibit and promote honest and ethical

conduct in connection with the performance of his or her duties for and on behalf of the Company, including the ethical handling of actual

or apparent conflicts of interest involving such individual and the Company, by, among other considerations:

entering into a transaction that would result in a conflict of interest with what is in the

best interest of the Company and that is reasonably likely to result in material personal

gain to any such individuals or their affiliates;

having a personal financial interest in any of the Company’s suppliers, customers or

competitors that could cause divided loyalty as a result of having the ability to influence

the Company’s decisions with that particular supplier or customer or actions to be

taken by the Company that could materially benefit a competitor.

entering into a transaction that would result in a conflict of interest with what is in the best interest of the Company and that

is reasonably likely to result in material personal gain to any such individuals or their affiliates;

having a personal financial interest in any of the Company’s suppliers, customers or competitors that could cause divided loyalty

as a result of having the ability to influence the Company’s decisions with that particular supplier or customer or actions

to be taken by the Company that could materially benefit a competitor.

party transactions are reviewed by the Audit Committee prior to the consummation of the transaction.

35 unchanged sentences

company or any of its subsidiaries or affiliates.

Board annually undertakes a review of the composition of our Board of Directors and its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his background, employment and affiliations, including

Board annually reviews the composition of our Board of Directors and its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his/her background, employment and affiliations, including

family relationships, our Board of Directors has determined that Ms.

10 unchanged sentences

Grumski, and Larry M.

Shelton, and each member of our Compensation Committee, consisting of Joseph

Shelton, and each member of our Compensation and Stock Option Committee, consisting

Grumski (Chairperson), Zach P.

Wamp, and Mark A.

Zwecker satisfy the independence standards for such committees established by the

Commission and the Nasdaq Marketplace Rules, as applicable.

In making such determination, our Board of Directors considered the relationships

that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant

in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors has determined that Dr.

Centofanti is not deemed to be an “independent director” because of his employment

as a senior executive of the Company.

Zwecker, satisfy the independence standards for such committees established

by the Commission and the Nasdaq Marketplace Rules, as applicable.

In making such determination, our Board of Directors considered the

relationships that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors

deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors has determined that neither Dr.

Louis Centofanti nor Mark J.

Duff is deemed to be an “independent director”

because of their employment as a senior executive of the Company.

ACCOUNTANT FEES AND SERVICES

5 unchanged sentences

review of regulatory documents filed with the Securities and Exchange Commission

Audit fees for 2021 included work performed for attestation

of the Company’s internal control over financial reporting.

Fees for income tax planning, filing, and consulting.

39 unchanged sentences

Bostick, Director

Duggan, Director

Centofanti, Director

Duff, Director

Duggan, Director

Grumski, Director

Reeder, Director

2 unchanged sentences

Zwecker, Director

Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(i) to the Company’s Form 10-Q for Quarter ended March 31, 2021filed on May 6, 2021.

Second Amended and Restated Bylaws, as amended effective January 21, 2021, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on January 26, 2021.

Fifth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 29, 2022, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on August 29, 2022.

Revised Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022.

Sixth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 21, 2023, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association.

Common Stock Purchase Warrant dated April 1, 2019 for Robert L.

Ferguson, as incorporated by reference from Exhibit 4.16 to the Company’s 2018 Form 10-K filed on April 1, 2019.

2003 Outside Directors’ Stock Plan of the Company, as incorporated by reference from Exhibit 10.1 to the Company’s 2019 Form 10-K filed on March 20, 2020.

First Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.2 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Second Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.3 to the Company’s 2017 Form 10-K filed on March 16, 2018.

Third Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.4 to the Company’s 2017 Form 10-K filed on March 16, 2018.

Fourth Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit A to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders filed on June 22, 2017.

Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(i)

to the Company’s Form 10-Q for Quarter ended March 31, 2021 filed on May 6, 2021.

Amended and Restated Bylaws, as amended effective April 20, 2023, of Perma-Fix Environmental Services, Inc., as incorporated by reference

from Exhibit 3(ii) to the Company’s 8-K filed on April 26, 2023.

Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 29, 2022, as incorporated

by reference from Exhibit 4.1 to the Company’s Form 8-K filed on August 29, 2022.

Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated

by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022.

Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 21, 2023, between Perma-Fix

Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s

2022 Form 10-K filed on March 23, 2023.

Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated July 31, 2023, between Perma-Fix

Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.1 to the Company’s

Form 10-Q for the Quarter ended June 30, 2023 filed on August 3, 2023.

Note dated July 31, 2023, between Perma-Fix between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as

incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q for the Quarter ended June 30, 2023 filed on August 3,

Outside Directors’ Stock Plan of the Company, as incorporated by reference from Exhibit 10.1 to the Company’s 2019 Form

10-K filed on March 20, 2020.

Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.2 to the Company’s 2019 Form 10-K

filed on March 20, 2020.

Second Amendment to 2003 Outside Directors Stock Plan.

Third Amendment to 2003 Outside Directors Stock Plan.

Fourth Amendment to 2003 Outside Directors Stock Plan.

Fifth Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit A to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders filed on June 10, 2021.

2017 Stock Option Plan, as incorporated by reference from Exhibit B to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders filed on June 22, 2017.

2017 Stock Option Plan,

First Amendment to 2017 Stock Option Plan, as incorporated by reference from Appendix “A” to the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders filed on June 12, 2020.

Employment Agreement dated July 22, 2020 between Mark Duff, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Dr.

Louis Centofanti, Executive Vice President of Strategic Initiatives, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Andy Lombardo, EVP of Nuclear and Technical Services, Inc.

and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Richard Grondin, EVP of Waste Treatment Operations and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on July 27, 2020.

2023 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2023, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on January 23, 2023.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

2023 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2023, as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on January 23, 2023.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

2023 Incentive Compensation Plan for Executive Vice President of Strategic Initiatives, effective January 1, 2023, as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on January 23, 2023.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

2023 Incentive Compensation Plan for Executive Vice President of Nuclear and Technical Services, effective January 1, 2023, as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 23, 2023.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

2023 Incentive Compensation Plan for Executive Vice President of Waste Treatment Operations, effective January 1, 2023, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 23, 23.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LLIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Incentive Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Chief Executive Officer, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on August 2, 2017.

Incentive Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Executive Vice President/Chief Operating Officer, as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on August 2, 2017.

Incentive Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Chief Financial Officer, as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on August 2, 2017.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Chief Executive Officer, as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Chief Financial Officer, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and EVP of Strategic Initiatives, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated October 19, 2017 between Perma-Fix Environmental Services, Inc., and Richard Grondin, as incorporated by reference from Exhibit 99.11 to the Company’s Form 8-K filed on July 27, 2020.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Richard Grondin, as incorporated by reference from Exhibit 99.12 to the Company’s Form 8-K filed July 27, 2020.

Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Mr.

Ferguson, as incorporated by reference from Exhibit 10.6 to the Company’s second quarter Form 10-Q filed on August 9, 2017.

First Amendment to Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc.

Ferguson, as incorporated by reference from Exhibit 10.23 to the Company 2018 Form 10-K filed on April 1, 2019.

Second Amendment to Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc.

Ferguson, as incorporated by reference from Exhibit 99.3 to the Company Form 8-K filed on March 31, 2020.

Third Amendment to Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc.

Ferguson, as incorporated by reference from Exhibit 99.4 to the Company Form 8-K filed on January 25, 2022.

Task Order Agreement for Small Scales Remediation Package between Canadian Nuclear Laboratories LTD and Perma-Fix Canada Inc., as incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019.

CERTAIN INFORMATION WITHIN SCHEDULE 2 – PRICE INFORMATION OF THIS EXHIBIT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Solicitation, Offer and Award dated September 17, 2021 issued to Perma-Fix Environmental Services, Inc.

by Norfolk Naval Shipyard, as incorporated by reference from Exhibit 10.1 to the Company Form 10- for the Quarter Ended September 30, 2021 filed on November 12, 2021.

Placement Agency Agreement, dated as of September 23, 2021, by and between the Company and Wellington Shields & Co., LLC., as incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed on October 4, 2021.

Form of Subscription Agreement, dated as of September 30, 2021, between the Company and each purchase named in the signature pages of the respective Subscription Agreements, as incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed on October 4, 2021.

Joint Venture Term Sheet between Springfields Fuels Limited, an affiliate of Westinghouse, and the Company, as incorporated by reference from Exhibit 10.42 to the Company’s 2021 Form 10-K filed on April 6, 2022.

Amendment to 2017 Stock Option Plan, as incorporated by reference from Appendix “A” to the Company’s Proxy Statement

for it 2023 Annual Meeting of Stock holders filed on June 8, 2023.

Agreement dated April 20, 2023, between Mark Duff, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., as incorporated

by reference from Exhibit 99.1 to the Company’s Form 8-K filed on April 26, 2023.

Agreement dated April 20, 2023, between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., as incorporated

by reference from Exhibit 99.2 to the Company’s Form 8-K filed on April 26, 2023.

Agreement dated April 20, 2023, between Dr.

Louis Centofanti, EVP of Strategic Initiatives, and Perma-Fix Environmental Services,

Inc., as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on April 26, 2023.

Agreement dated April 20, 2023, between Andy Lombardo, EVP of Nuclear and Technical Services, Inc.

and Perma-Fix Environmental Services,

Inc., as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on April 26, 2023.

Agreement dated April 20, 2023, between Richard Grondin, EVP of Waste Treatment Operations and Perma-Fix Environmental Services,

Inc., as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on April 26, 2023.

Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2024, as incorporated by reference from Exhibit 99.1

to the Company’s Form 8-K filed on January 23, 2024.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS

NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2024, as incorporated by reference from Exhibit 99.2

to the Company’s Form 8-K filed on January 23, 2024.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS

NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Incentive Compensation Plan for EVP of Strategic Initiatives, effective January 1, 2024, as incorporated by reference from Exhibit

99.3 to the Company’s Form 8-K filed on January 23, 2024.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE

IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Incentive Compensation Plan for EVP of Waste Treatment Operations, effective January 1, 2024, as incorporated by reference from Exhibit

99.4 to the Company’s Form 8-K filed on January 23, 2024.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE

IT IS NOT MATERIAL AND WOULD LLIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Chief Executive Officer, as incorporated

by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 23, 2019.

Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Chief Financial Officer, as incorporated

by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 23, 2019.

Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and EVP of Strategic Initiatives, as

incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2019.

Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Richard Grondin, as incorporated

by reference from Exhibit 99.12 to the Company’s Form 8-K filed July 27, 2020.

Solicitation,

Offer and Award dated September 17, 2021 issued to Perma-Fix Environmental Services, Inc.

by Norfolk Naval Shipyard, as incorporated

by reference from Exhibit 10.1 to the Company Form 10- for the Quarter Ended September 30, 2021 filed on November 12, 2021.

Venture Term Sheet between Springfields Fuels Limited, an affiliate of Westinghouse, and the Company, as incorporated by reference

from Exhibit 10.42 to the Company’s 2021 Form 10-K filed on April 6, 2022.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN

EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Executive Officer, dated October 14, 2021, as incorporated

by reference from Exhibit 99.1 to the Company’s Form 8-K/A filed on October 20, 2021.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Financial Officer, dated October 14, 2021, as incorporated

by reference from Exhibit 99.2 to the Company’s Form 8-K/A filed on October 20, 2021.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Strategic Initiatives, dated October 14, 2021, as

incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K/A filed on October 20, 2021.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Waste Treatment Operations, dated October 14, 2021,

as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K/A filed on October 20, 2021.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Nuclear and Technical Services, dated October 14,

2021, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K/A filed on October 20, 2021.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Executive Officer, dated January 19, 2023, as incorporated

by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2023.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Financial Officer, dated January 19, 2023, as incorporated

by reference from Exhibit 99.7 to the Company’s Form 8-K filed on January 23, 2023.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Strategic

Initiatives, dated January 19, 2023, as incorporated by reference from Exhibit 99.8 to the

Company ’ s Form 8-K filed on January 23, 2023.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Nuclear

and Technical Services, dated January 19, 2023, as incorporated by reference from Exhibit

99.9 to the Company’s Form 8-K filed on January 23, 2023.

Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Waste Treatment

Operations, dated January 19, 2023, as incorporated by reference from Exhibit 99.10 to the

Company’s Form 8-K filed on January 23, 2023.

Mixed Direct & Framework Contract for Services (Number -945711-IPR-2023), issued by European Commission to Perma-Fix Environmental Services, Inc.

and Campoverde Srl, dated December 18, 2023.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.