What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-13 · 852 added, 1063 removed, 942 unchanged (67% 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, 2023.

Management’s Report on Internal Control over

Financial Reporting

AND PROCEDURES

of disclosure controls and procedures.

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.

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, 2024.

of Previously Reported Material Weakness

previously disclosed, in the period ended September 30, 2024, management identified a material weakness related to the precision

required to properly evaluate the need for a valuation allowance on our U.S.

deferred tax assets.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that

a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

This material

weakness resulted in an income tax valuation adjustment recorded during third quarter.

The error was corrected by management as of

September 30, 2024, and for the three and nine months ended September 30, 2024.

The material weakness noted did not result in a material

misstatement in the Company’s financial statements included in its Quarterly Report on Form 10-Q for the period ended September

30, 2024, nor in previously issued financial statements prior to the periods ended September 30, 2024.

to the identification of this material weakness, the Company implemented a remediation plan which included enhanced management and

precision level of review control activities in order to evaluate the income tax valuation allowance in subsequent reporting periods

and retaining a third-party specialist to review management’s valuation allowance conclusions.

As a result of our plan, we

have remediated this material weakness as of December 31, 2024.

Management’s Report on Internal

Control over Financial Reporting

Our management is responsible for establishing and

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Changes in Internal Control over Financial Reporting

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.

Other than the implemented remediation plan described

above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

During the quarter ended December 31, 2024, 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.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

General (LTG) (ret.) Thomas P.

Executive Vice President (“EVP”) of Strategic Initiatives

President and Chief Executive Officer (“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

directors and executive officers, their ages, the positions with us held by each of them, the periods during which they have served in

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

(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.

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.) Thomas P.

(ret.) Bostick, a director since August 2020, is currently the CEO of Bostick Global Strategies, LLC, a position he has held since July

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

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.

In 2023, the Secretary of the Army

and the Chief of Staff of the Army requested LTG (ret.) Bostick’s assistance in transforming U.S.

Army Recruiting Command (USAREC).

LTG (ret.) Bostick worked with the U.S.

Army to develop a plan which USAREC is now executing.

LTG (ret.) 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 (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.

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.

In 2024, the Association of Graduates selected LTG (ret.) Bostick as a Distinguished Graduate of the U.S.

Military Academy

at West Point.

(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.

Army in July 2016 with the rank of Lieutenant

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, 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,

Army (2009-2012).

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.

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 .

(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 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 degree in both Civil Engineering and Mechanical Engineering from Stanford University, an 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.

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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From 1985 until joining the Company, Dr.

Centofanti served as SVP of USPCI, Inc., a large publicly-held

hazardous waste management company, where he was responsible for managing the treatment, reclamation and technical groups within USPCI.

Centofanti served as Senior Vice President (“SVP”)

of USPCI, Inc., a large publicly-held hazardous waste management company, where he was responsible for managing the treatment, reclamation

and technical groups within USPCI.

In 1981, he and Mark Zwecker, a current Board member of the Company, founded PPM, Inc.

(later sold to USPCI), a hazardous waste management

company specializing in treating PCB-contaminated oil.

to USPCI), a hazardous waste management company specializing in treating PCB-contaminated oil.

From 1978 to 1981, Dr.

Centofanti served as Regional Administrator of the U.S.

Department of Energy for the southeastern region of the United States.

Centofanti served

as Regional Administrator of the U.S.

Department of Energy (“DOE”) for the southeastern region of the United States.

Centofanti has a Ph.D.

in Chemistry from the University

of Michigan, and a B.S.

in Chemistry from the University of Michigan, and a B.S.

in Chemistry from Youngstown State University.

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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

Duff, the Company’s President and CEO since September 2017, has served as a Board member since April 2023.

Since joining the Company

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

the Treatment Segment, he continues to upgrade each facility to increase efficiency, and modernize and broaden 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.

This growth includes expansion into international markets

and 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 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 40 years of management and technical experience in the DOE and the DOD environmental and construction markets as, variously,

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.

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

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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

Duggan was appointed to the DOE’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

In February 2021, Michigan Governor Gretchen Whitmer also appointed Ms.

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).

More recently, Ms.

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

Duggan was a member of the Biden-Harris Transition

Team on the U.S.

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 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

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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.

Duggan held several senior roles at the DOE, 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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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

and direct equity trading portfolios.

She also sits on the corporate advisory boards of Our Next Energy, Inc.

(ONE), a privately-held

energy storage solutions company;

Aclima, Inc., a public benefit corporation dedicated to protecting public health, reducing climate-changing

emissions, and advancing environmental justice;

BlueConduit, a privately-held water analytics company that builds machine learning software

to support the efficient removal of lead and other dangerous materials from communities;

Duggan sits on the corporate board of directors at Storm Energia Inc., a privately-held leading global solution company for recycling

Lithium-ion battery materials, as well as the corporate advisory boards of Our Next Energy, Inc.

(ONE), a privately-held energy storage

solutions company;

Aclima, Inc., a public benefit corporation dedicated to protecting public health, reducing climate-changing emissions,

and advancing environmental justice;

BlueConduit, a privately-held water analytics company that builds machine learning software to support

the efficient removal of lead and other dangerous materials from communities;

Walker-Miller Energy Services, L.L.C., a privately-held

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infrastructure projects located in underserved communities, among others.

Duggan also serves as a senior advisor at The RockCreek

Group, LP, a registered private fund adviser that manages fund of funds portfolios and direct equity trading portfolios.

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

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

Her extensive knowledge and problem-solving experiences, with an Environmental, Social and Governance (“ESG”) mindset and

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

Her extensive knowledge and problem-solving experiences 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 CEO of TAS Energy Inc.

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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;

Grumski’s 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 began his career with Gulf

Oil Company and progressed through senior level engineering, operations management, and program management positions with various other

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

Grumski received a B.S.

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Honorable Joe R.

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 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.

For the past 22 years, he has served on the Canal’s International

Advisory Board.

Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the world’s largest law firms, with 47 offices and 2,900 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 law firms.

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.

For the past 23 years, he has served on the Canal’s International Advisory Board.

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

the Armed Services YMCA;

Legacy Institute;

the Marshall Legacy Institute;

and many other private companies and charitable organizations.

Reeder served as a director of ELBIT Systems of

America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar provider of defense, homeland security,

and commercial aviation system solutions.

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

Bankshares, Inc.

He served as a director of ELBIT Systems of America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar provider of defense, homeland security, and commercial aviation system solutions.

Reeder has also served as director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst Bankshares, Inc.

WSBI), from 2004 to 2017;

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SASR), from 2018 to 2020;

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.

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

After 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 has been a television commentator on legal and national security issues, is consistently named a Super Lawyer for Washington, D.C., and has served six years after his appointment in 2018 to the U.S.

Court of Federal Claims Advisory Council Bid Protest Committee.

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

Reeder earned his J.D.

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.

from the University of Texas, his L.L.M.

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

He continues to enhance the Board in addressing 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.

served as the CFO of S K Hart Management, LLC, a private investment management company (“S K Hart Management”), from 1999

until August 2018.

served as the Chief Financial Officer (“CFO”) of S K Hart Management, LLC, a private investment management company (“S

K Hart Management”), from 1999 until August 2018.

Shelton served as President of Pony Express Land Development, Inc.

(an affiliate of SK Hart Management), a privately

held land development company, from January 2013 until August 2017, and has served on its board since December 2005.

Shelton served

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

as CFO of Envirocare of Utah, Inc.

(an affiliate

of SK Hart Management), a privately held land development company, from January 2013 until August 2017, and has served on its board since

December 2005.

Shelton served as Director and CFO of S K Hart Ranches (PTY) Ltd, a private South African Company involved in agriculture,

from March 2012 to March 2020.

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.

(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.

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 development.

Shelton has a B.A.

in accounting from the University of

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

in accounting from the

University of Oklahoma.

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

Shelton combines

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

Zwecker, a director since the Company’s inception in January 1991, previously served as the CFO and a board member for JCI US Inc.

Zwecker, a director since the Company’s inception in January 1991, previously served as the CFO and a board member of JCI US Inc.

from 2013 to 2019.

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serve as a director.

Skills Matrix

Company is focused on nominating a Board of Directors with a balance of functional expertise, leadership experience, high moral character,

critical thinking, and a diversity of backgrounds and tenure necessary to effectively oversee the Company’s business.

The Company’s

Corporate Governance and Nominating Committee is responsible for developing the criteria and qualifications required for directors.

following Board Skills Matrix below reflects how certain relevant and important skills, experience, characteristics and other criteria

are currently represented on our Board.

SKILLS/EXPERIENCE

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

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 risks

Waste Management:

Understanding

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

Environmental

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

Capital Management:

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

Regulatory/Legal

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

International

in overseeing global operations and assessing opportunities and challenges

Diversity Matrix

following table reflects the Company’s Board diversity matrix as of the date of this Form 10-K.

In addition to gender and demographic

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

Not Disclose Gender

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

OF DIRECTOR INDEPENDENCE

Board has determined that each director, other than Dr.

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.

LEADERSHIP STRUCTURE

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

The Board believes that this leadership structure promotes balance between

the Board’s independent authority to oversee our business, and the CEO and his management team, who manage the business on a day-to-day

Company does not have a written policy with respect to the separation of the positions of Chairman of the Board and CEO.

believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way

that is in the best interests of the Company at a given point in time;

therefore, the Company’s leadership structure may change

in the future as circumstances may dictate.

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;

as liaison between directors, committee chairs and management;

as an information source for directors and management;

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

Governance and Nominating Committee

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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;

● considering

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;

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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 Directors;

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

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 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);

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 Bylaws.

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

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

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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, business operations, and industry knowledge.

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

business acumen, vision and strategy, charitable causes, business operations, and industry

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

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shall declare the nomination defective and it will be disregarded.

LEADERSHIP STRUCTURE

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

The Board believes that this leadership structure promotes balance between

the Board’s independent authority to oversee our business, and the CEO and his management team, who manage the business on a day-to-day

Company does not have a written policy with respect to the separation of the positions of Chairman of the Board and CEO.

believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way

that is in the best interests of the Company at a given point in time;

therefore, the Company’s leadership structure may change

in the future as circumstances may dictate.

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;

as liaison between directors, committee chairs and management;

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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Grumski and Larry M.

Board has determined that each of our Audit Committee members is independent within the meaning of the rules of the Nasdaq and is an

“audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Board has determined that each of our Audit Committee members is independent within the meaning of the rules of the Nasdaq.

Additionally,

our Board has also determined that two members of our Audit Committee are “audit committee financial experts” as defined

by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Audit Committee has also discussed with Grant Thornton, LLP, the Company’s independent registered accounting firm, the matters

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with Audit Committee).

OF DIRECTOR INDEPENDENCE

Board has determined that each director, other than Dr.

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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The members of the Strategic Advisory Committee are Dr.

Louis Centofanti

(Chairperson), Kerry C.

Centofanti (Chairperson), Kerry C.

Duggan, Joe R.

Reeder, and Zach P.

Wamp, who replaced Mark A.

Zwecker, effective October 19, 2023.

Review Committee

early March 2025, the Board established a Demand Review Committee to consider shareholder demands, including a shareholder demand received

by the Board on February 4, 2025, and to make recommendations to the Board with respect to such demands.

See “Note 18 – Subsequent

Events – Shareholder Demand Letter” for a discussion of the shareholder demand received on February 4, 2025.

The Board anticipates

that the Demand Review Committee, which initially is comprised of directors who are disinterested and independent with respect to the

matters set forth in the February 2025 shareholder demand, will be ad hoc, in that the composition of the Committee will necessarily

change in response to the specific shareholder demand.

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 .

the Strategic Advisory Committee, and the Demand Review 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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Ben Naccarato

EVP, and Secretary

Financial Officer (“CFO”), EVP, and Secretary

Troy Eshleman

Operating Officer (“COO”)

Louis Centofanti

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Richard Grondin

of Waste Treatment Operations

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.

of Hanford and International Waste Operations

“Director – Mark J.

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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.

the Strategic Initiatives Committee of PyroGenesis, 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.

Troy Eshleman

January 23, 2025, the Board approved the appointment of Mr.

Troy Eshleman as the Company’s COO.

Troy Eshleman was originally

hired by the Company on January 6, 2025 as Vice President of Operations.

Eshleman has more than 34 years’ experience in radioactive waste management facility operations, environmental remediation, hazardous

and radioactive material logistics, and facility decommissioning.

Eshleman specializes in commissioning commercially viable solutions

to radioactive waste challenges and improving facility operational performance.

Prior to joining Perma-Fix, Mr.

Eshleman founded in 2019

and served until 2024 as the President of Oakleaf Environmental, Inc., a consulting firm specializing in mergers and acquisitions, business

strategy and integration, and technical support to a variety of private equity and commercial clients, as well as the U.S Department

of Energy, and Naval Reactors, the U.S.

government office that has comprehensive responsibility for the safe and reliable operation of

the United States Navy’s nuclear reactors.

Eshleman was previously employed by EnergySolutions, Inc., a privately-held nuclear

services company that is one of the largest processors of low level radioactive waste (LLW) in America, and its predecessor companies

for 27 years in a variety of positions of increasing responsibility focused on the leadership of North American waste processing facility

operations, nuclear power plant decommissioning, logistics, international project management, and business development roles, including

as Senior Vice-President of Corporate Business Development and Strategy, Senior Vice President of Commercial Waste Processing, Senior

Vice-President of Global Logistics, Senior Vice-President of Decommissioning Operations, and Senior Vice-President of EnergySolutions

Italia S.r.l.

Eshleman holds a B.S.

in Civil Engineering Technology from the University of Pittsburgh.

Louis Centofanti

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Richard Grondin

Grondin has held the position of EVP of Waste Treatment Operations since July 2020.

January 23, 2025, the Board appointed Mr.

Grondin as the Company’s EVP of Hanford and International Waste Operations.

his appointment to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations since July 2020.

Since joining the Company in 2002, Mr.

held various positions within the Company’s Treatment Segment, including Vice President of Technical Services, Vice President/General

Manager of the Perma-Fix Northwest Richland, Inc.

Facility and Vice President of Western Operations.

Grondin, a Project Management

Professional, has over 35 years of management and technical experience in the highly regulated and specialized radioactive/hazardous

waste management industry with the majority of his experience concentrated on managing start-up waste management processing and disposal

facilities for four different organizations in the commercial and government sectors.

Grondin has held various positions within the Company’s Treatment Segment, including Vice

President of Technical Services, Vice President/General Manager of the Perma-Fix Northwest Richland, Inc.

Facility and Vice President

of Western Operations.

Grondin, a Project Management Professional, has over 35 years of management and technical experience in the

highly regulated and specialized radioactive/hazardous waste management industry with the majority of his experience concentrated on

managing start-up waste management processing and disposal facilities for four different organizations in the commercial and government

Prior to joining the Company, Mr.

the position of Vice President of Mixed Waste Operations for Allied Technology Group in Richland, Washington;

Vice President of Operations

for Waste Control Specialists in Andrews Texas;

and Technical Manager/Director of Operations for Rollins Environmental Services Facility

in Deer Trail, Colorado.

Grondin is recognized in the United States and Canada as an authority in hazardous and mixed waste treatment.

Grondin has a Diploma of Collegial Studies in Pure and Applied Sciences from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical

Chemistry Techniques from CEGEP of Ahuntsic (Montreal, Canada), a Geography minor from Montreal University (Montreal, Canada) and a Certificate

of Business Management from the School of Higher Commercial Studies from Montreal University (Montreal, Canada).

Grondin held the position of Vice President of Mixed Waste Operations for Allied Technology

Group in Richland, Washington;

Vice President of Operations for Waste Control Specialists in Andrews Texas;

and Technical Manager/Director

of Operations for Rollins Environmental Services Facility in Deer Trail, Colorado.

Grondin is recognized in the United States and

Canada as an authority in hazardous and mixed waste treatment.

Grondin has a Diploma of Collegial Studies in Pure and Applied Sciences

from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical Chemistry Techniques from CEGEP of Ahuntsic (Montreal, Canada), a Geography

minor from Montreal University (Montreal, Canada) and a Certificate of Business Management from the School of Higher Commercial Studies

from Montreal University (Montreal, Canada).

Relationships

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Stock failed to timely file reports under Section 16(a).

Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of February

Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of March

10, 2025, it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,760,522 shares of our Common Stock.

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we will promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the same web address.

Trading Arrangements and Policies

have adopted a Stock Trading, Reporting & Blackout Policy governing the purchase, sale, and/or other disposition of our securities

by directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules,

and regulations, and listing standards applicable to us.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit

following table summarizes the total compensation of the Company’s named executive officers (“NEOs”) for the fiscal

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EVP of Strategic Initiatives

Andy Lombardo (1)

EVP of Nuclear & Technical Services

Richard Grondin

EVP of Waste Treatment Operations (4)

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.”

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.”

(2) Represents

performance compensation earned under the Company’s 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.

None of the named executive officers earned performance compensation under his respective

MIP for 2024.

The 2024 MIP for each individual in the table is described under the heading

amount shown for 2024 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

Ben Naccarato

Louis Centofanti

Andy Lombardo

Richard Grondin

Versus Performance Table

required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are

providing the following information about the relationship between executive compensation actually paid and certain financial performance

of the Company.

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 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” under

Item 402(v) of Regulation S-K:

Reported Summary Compensation

Reported Value of Equity

Compensation Actually

Total for PEO

Adjustments (b)

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.

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;

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.

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;

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 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

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

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

by reference in any of our filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective

of any general incorporation language in any such filing.

January 23, 2025, the Board appointed Mr.

Grondin as the Company’s EVP of Hanford and

International Waste Operations.

Grondin remains an executive officer of the Company.

Equity Awards at Fiscal Year-End

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Equity Awards at December 31, 2024

of Securities Underlying Unexercised Options (#) Exercisable

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

Incentive Plan Awards:

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

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

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Ben Naccarato

Louis Centofanti

Andy Lombardo

Richard Grondin

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

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.

Pursuant to each of the employment agreements between the Company

and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti, 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 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

(3) 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.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

(4) Incentive

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:

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)

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

January 8, 2025, Mr.

Duff exercised 100% of his ISO granted to him on January 17, 2019 under

the Company’s 2017 Stock Plan for the purchase of up to 25,000 shares (Option Shares)

of the Company’s Common Stock at $3.15 per share.

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aggregate exercise price of $78,750.

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

Since the fair market value of the Company’s Common

Stock on January 8, 2025, (as determined in accordance with the 2017 Stock Option Plan) was

$10.58 per share, the Company withheld 7,443 shares of Common Stock ($78,750 divided by $10.58)

to pay the aggregate exercise price for the Option Shares and issued 17,557 shares to Mr.

January 8, 2025, Mr.

Naccarato exercised 100% of his ISO granted to him on January 17, 2019

under the Company’s 2017 Stock Option Plan for the purchase of up to 15,000 shares

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

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2017 Stock Option Plan, Mr.

Lombardo elected to pay the exercise price of the Option Shares

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

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Since the fair market value of the

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

Company’s Common Stock on January 8, 2025, (as determined in accordance with the 2017

Stock Option Plan) was $10.58 per share, the Company withheld 4,466 shares of Common Stock

1 unchanged sentence

issued 10,534 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

table below reflects options exercised by our NEOs in 2024:

Number of Shares

Value Realized

on Exercise ($)

Richard Grondin

March 26, 2024, Mr.

Grondin exercised the remaining ISO granted to him on January 17, 2019,

for the purchase of 2,000 shares (Option Shares) of the Company’s Common Stock at $3.15

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 $6,300.

the fair market value of the Company’s Common Stock on March 26, 2024, (as determined

in accordance with the 2017 Stock Option Plan) was $11.57 per share, the Company withheld

545 shares of Common Stock ($6.300 divided by $11.57) to pay the aggregate exercise price

of the option and issued 1,455 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 2,000 Option Shares exercised, and (b) the market value ($11.57)

on the date of exercise of the Option Shares times the 2,000 Option Shares exercised.

March 26, 2024, Mr.

Grondin exercised the vested portion of the ISO granted to him on October

14, 2021, for the purchase of 10,000 shares (Option Shares) of the Company’s Common

Stock at $7.005 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

Since the fair market value of the Company’s Common Stock on March 26,

2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share,

the Company withheld 6,054 shares of Common Stock ($70,050 divided by $11.57) to pay the

aggregate exercise price of the option and issued 3,946 shares to Mr.

Realized value

on this exercise was determined based on the difference between the (a) exercise price ($7.005)

per share of the Option Shares multiplied by the 10,000 Option Shares exercised, and (b)

the market value ($11.57) on the date of exercise of the Option Shares times the 10,000 Option

Shares exercised

March 26, 2024, Mr.

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

19, 2023, for the purchase of 6,000 shares (Option Shares) of the Company’s Common

Stock at $3.95 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

Since the fair market value of the Company’s Common Stock on March 26,

2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share,

the Company withheld 2,048 shares of Common Stock ($23,700 divided by $11.57) to pay the

aggregate exercise price of the option and issued 3,952 shares to Mr.

Realized value

on this exercise was determined based on the difference between the (a) exercise price ($3.95)

per share of the Option Shares multiplied by the 6,000 Option Shares exercised, and (b) the

market value ($11.57) on the date of exercise of the Option Shares times the 6,000 Option

Shares exercised

of Mark Duff, President and CEO;

Ben Naccarato, EVP and CFO;

Louis Centofanti, EVP of Strategic Initiatives, has an employment

agreement with the Company dated April 20, 2023.

On January 23, 2025, the Board appointed Mr.

Richard Grondin as the Company’s

EVP of Hanford and International Waste Operations.

Prior to his appointment to such office, Mr.

Grondin previously served as the Company’s

EVP of Waste Treatment Operations and, in connection therewith, also had an employment agreement with the Company dated April 20, 2023.

Grondin remains an executive officer of the Company upon his appointment to the position of EVP of Hanford and International Waste

Operations and, accordingly, his employment agreement dated April 20, 2023, was amended solely to reflect his new position (each employment

agreement dated April 20, 2023 above, is individually the “Employment Agreement” and, collectively, the “Employment

Agreements”).

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 Committee.

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 2024 MIPs on January 18, 2024 (which were effective January 1, 2024 and applicable for the

2024 fiscal year) for each of the executive officers (see discussion of each of the 2024 MIPs below under “2024 MIPs”).

of the 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

At the end of the Initial Term, 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 executive officer

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

to the 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

38 unchanged sentences

By Executive for

Good Reason or

Good Reason or by

Name and Principal Position

4 unchanged sentences

President and CEO

Base salary and Accrued

Base salary and Accrued Amounts

$ 843,790 (1)

1 unchanged sentence

Performance compensation

$ 374,870 (2)

Stock Options

3 unchanged sentences

Ben Naccarato

Base salary and Accrued

Base salary and Accrued Amounts

$ 722,152 (1)

1 unchanged sentence

Performance compensation

$ 304,772 (2)

Stock Options

4 unchanged sentences

EVP of Strategic Initiatives

Base salary and Accrued

Base salary and Accrued Amounts

$ 738,340 (1)

1 unchanged sentence

Performance compensation

$ 253,980 (2)

Stock Options

2 unchanged sentences

Cash Medical Benefit Cotinuation

Andy Lombardo

EVP of Nuclear and Technical Services

Base salary and Accrued

$ 652,427 (1)

Performance compensation

$ 304,772 (2)

Stock Options

$ 176,985 (3)

Benefit Cotinuation

Richard Grondin

EVP of Waste Treatment Operations

Base salary and Accrued

Base salary and Accrued Amounts

$ 663,371 (1)

1 unchanged sentence

Performance compensation

$ 261,234 (2)

Stock Options

2 unchanged sentences

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,

(1) Represents

two times the base salary of the executive officer at December 31, 2024, plus “Accrued

(2) Represents

two times the performance compensation earned for fiscal year 2024.

None of the NEOs earned

performance compensation for fiscal 2024 (see “2024 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, 2024, times the number of options outstanding at December 31, 2024.

Benefit excludes

options which were out-of-the-money at December 31, 2024.

(4) Represents

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 2024, salary accounted for approximately 89.0% of the total compensation

6 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 operates;

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

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

3 unchanged sentences

Merit-based salary increases for executives are based on the Compensation Committee’s assessment of the individual’s

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.

The base salary for the executives are set forth in their respective employment agreements (if applicable), which annual

salary may be increased from time to time, but not reduced, as determined by the Compensation Committee.

On January 23, 2025, the Board

appointed Mr.

Richard Grondin as the Company’s EVP of Hanford and International Waste Operations, at an annual salary of $315,267.

Prior to his appointment to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations.

Additionally,

on January 23, 2025, the Board appointed Mr.

Troy Eshleman as the Company’s COO, at an annual salary of $320,000.

Troy Eshleman

was originally hired by the Company on January 6, 2025 as Vice President of Operations.

Performance-Based

12 unchanged sentences

meeting following the hire date.

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

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 was effective January 1, 2024.

9 unchanged sentences

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.

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, if earned, are to be paid on or about 90 days after year-end, or sooner, based on finalization

of our audited financial statements for 2024.

No compensation was earned under any of the MIPs for the NEOs in 2024.

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.

total to be paid to the NEOs under the 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 MIPs, along with a description of the target

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

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

Performance Target Achieved

Revenue (1) (6)

Health & Safety (4) (6)

Permit & License

Violations (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,

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

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

Environmental Services, Inc.

Management Incentive Plan

CFO MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

Performance Target Achieved

Regulatory Filing (3) (6)

of Strategic Initiatives MIP:

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

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

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (6)

Health & Safety (4) (6)

Permit & License

Violations (4) (6)

Permit & License Violations (5) (6)

of Waste Treatment Operations MIP:

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

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

of Nuclear and Technical Services MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Perma-Fix Environmental Services,

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

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

Environmental Services, Inc.

Management Incentive Plan

EVP OF NUCLEAR

& TECHNICAL SERVICES MIP MATRIX

OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (6)

Health & Safety (4) (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.

Permit & License Violations (5) (6)

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

the Company’s 2024 financial statements.

The percentage achieved was determined by

comparing the actual consolidated revenue for 2024 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 2024.

(3) Regulatory

Filing Incentive Target was 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 was

based on actual number of WCLTA in the Treatment Segments only.

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 2024.

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

5 unchanged sentences

in their sole discretion, to the Company.

incentive was 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) was calculated from all fixed cost

The following CCPI and corresponding performance target thresholds were established

for annual incentive compensation plan calculation for 2023.

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

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 23, 2025, the Compensation Committee and the Board (with Mr.

18 unchanged sentences

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

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

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

Perma-Fix Environmental Services, Inc.

2025 Management Incentive Plan

CEO MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (7)

Health & Safety (5) (7)

Permit & License

Violations (5) (6)

Permit & License Violations (6) (7)

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

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

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

Environmental Services, Inc.

Management Incentive Plan

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (7)

Target Achieved

Performance Target Achieved

Regulatory Filing (3) (7)

1 unchanged sentence

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

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

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

Environmental Services, Inc.

Management Incentive Plan

of Strategic Initiatives MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (7)

Health & Safety (4) (6)

Permit & License

Violations (5) (6)

of Waste Treatment Operations MIP:

Performance Target Achieved

PFAS Gen 2 (4) (7)

of Hanford and International Waste Operations MIP:

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

TREATMENT OPERATIONS MIP MATRIX

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

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

Environmental Services, Inc.

Management Incentive Plan

OF HANFORD AND INTERNATIONAL WASTE OPERATIONS MIP MATRIX

Target Objectives

Target Achieved

Performance Target Achieved

Revenue (1) (7)

Health & Safety (5) (7)

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.

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 2024.

Permit & License Violations (6) (7)

Operating Officer MIP:

Annualized Base Pay:

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

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

Environmental Services, Inc.

Management Incentive Plan

OPERATING OFFICER MIP MATRIX

Target Objectives

Performance Target Achieved

Health & Safety (5)

& License Violations (6) (7)

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

the Company’s 2025 financial statements.

The percentage achieved is determined by comparing

the actual consolidated revenue for 2025 to the Board-approved revenue target for 2025.

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 2025.

(3) Regulatory

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).

(Per- and polyfluoroalkyl substances) Gen 2 Target is based on startup of the Company’s

generation 2 reactor with the ability to generate revenue in treatment of PFAS waste.

Health and Safety Incentive target is 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 Hanford and International Waste Operations, the Health

and Safety Incentive target is determined based on the actual number of WCLTA at the Company’s

Perma-Fix Northwest facility and international operations.

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.

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 2025.

of Hanford and International

Waste Operations

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

An “official notice of non-compliance” is defined as an official communication

during 2024 from a local, state, or federal regulatory authority alleging one or more violations

of an otherwise applicable Environmental, Health or Safety requirement or permit provision,

which results in a facility’s implementation of corrective action(s) which includes

a material financial obligation, as determined by the Company’s Board of Directors

in their sole discretion, to the Company .

during 2025 from a local, state, federal, or foreign regulatory authority alleging one or

more violations of an otherwise applicable Environmental, Health or Safety requirement or

permit provision, which results in a facility’s implementation of corrective action(s)

which includes a material financial obligation, as determined by the Company’s Board

of Directors in their sole discretion, to the Company.

For the EVP of Hanford and International

Waste Operations, the permit or license violations incentive is earned/determined based on

results from the Company’s Perma-Fix Northwest facility and international operations.

of Hanford and International

Waste Operations

performance incentive compensation will be payable for the target objective unless a minimum

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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, 2023,” for outstanding options under the

2017 Plan for each of our NEOs).

Outstanding Equity Awards at Fiscal Year-End - Outstanding Equity Awards as of December 31, 2024,” for outstanding options under

the 2017 Plan for each of our NEOs).

January 23, 2025, in connection with the Board’s appointment of Mr.

Troy Eshleman to the position of COO, the Compensation Committee

and the Board approved the grant of an ISO for the purchase of up to 50,000 shares of the Company’s Common Stock to Mr.

The ISO has a term of six years, and vests 20% per year over a five-year period commencing on the first anniversary date of grant.

exercise price of the ISO is $10.70 per share, which is equal to the closing price of the Company’s Common Stock on the date of

grant as quoted on Nasdaq.

cases of termination of an executive officer’s employment due to death, by the executive for “good reason,” by the

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and Other Personal Benefits

Company provides executive officers with limited perquisites and other personal benefits (health/disability/life insurance) that the

Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the

Company to attract and retain superior employees for key positions.

The Compensation Committee periodically reviews the levels of perquisites

and other personal benefits provided to executive officers.

The executive officers are provided an auto allowance.

Company provides executive officers with limited perquisites and other personal benefits (health/disability/life insurance/auto allowance)

that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better

enable the Company to attract and retain superior employees for key positions.

The Compensation Committee periodically reviews the levels

of perquisites and other personal benefits provided to executive officers.

who are employees receive no additional compensation for serving on the Board or its committee(s).

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additional quarterly fee of $6,250 to the Chairman of the Audit Committee;

additional quarterly fee of $3,125 to the Chairman of each of the Compensation Committee, the Governance and Nominating Committee,

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;

additional quarterly fee of $3,125 to the Chairman of each of the Compensation Committee,

the Governance and Nominating Committee, 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;

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;

additional quarterly fee of $500 to each member of the Compensation Committee, the Governance

and Nominating Committee, and the Strategic Committee.

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

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%

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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.

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).

Louis Centofanti and Mark Duff, each an executive officer of the Company, are not eligible to receive compensation for their respective

service as a director of the Company, pursuant to the policy described above.

(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).

table below summarizes the director compensation expenses recognized by the Company for director options and stock awards (resulting

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“2003 Outside Directors Plan.”

Earned or Paid In Cash

Incentive Plan Compensation

Deferred Compensation Earnings

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

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.

Fees Earned or Paid In Cash

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All 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

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 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.

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 18, 2024.

Options are for a 10-year period with an exercise price of

$10.20 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 $6.87) 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 as of December 31, 2024.

As an employee of the Company or its subsidiaries, neither

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:

Centofanti and Mark Duff were granted from the 2017

Plan as discussed previously:

Options Outstanding at

December 31, 2024

Louis Centofanti

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Ownership of Certain Beneficial Owners

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.

table below sets forth information as to the shares of Common Stock beneficially owned as of March 10, 2025, 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

Ownership (2)

BlackRock, Inc.

The number of shares and the percentage of outstanding Common

Stock shown as beneficially owned by a person are based upon 18,428,393 shares of Common Stock outstanding on March 10, 2025, 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 13G of BlackRock,

Inc., a parent holding Company or control person in accordance with Rule 13d-1(b) (1) (ii) (G), filed with the Commission on November

8, 2024, disclosing that at September 30, 2024, BlackRock, Inc.

had sole voting power over 1,002,992 shares and sole dispositive power

over all shares shown above.

The address of BlackRock, Inc.

is 50 Hudson Yards, New York, NY 10001.

Additionally,

as of March 10, 2025, Schelhammer Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented

to the Company that it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,760,522 shares of our Common

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.

Notwithstanding

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of such shares, the following table sets forth information as to the shares of voting securities that Schelhammer Capital Bank AG may

be considered to beneficially own on February 1, 2024:

be considered to beneficially own on March 10, 2025:

Amount and Nature of Ownership

Schelhammer Capital Bank AG

1,760,522 (+)

This calculation is based upon 13,671,022 shares of Common Stock outstanding on February 12, 2024, plus the number of shares of

Common Stock which Schelhammer Capital Bank AG, as agent for certain accredited investors, has the right to acquire within 60 days, which

This calculation is based upon 18,428,393 shares of Common Stock outstanding on March 10, 2025, plus the number of shares of Common

Stock which Schelhammer Capital Bank AG, as agent for certain accredited investors, has the right to acquire within 60 days, which is

This amount is the number of shares that Schelhammer Capital Bank AG has represented to us that it holds of record as nominee for,

and as an agent of, certain accredited investors.

As of February 1, 2024, the date of Schelhammer Capital Bank AG’s representations

As of March 10, 2025, the date of Schelhammer Capital Bank AG’s representations

to us, Schelhammer Capital Bank AG has no warrants or options to acquire, as agent for certain investors, additional shares of our Common

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Ownership of Management

following table sets forth information as to the shares of voting securities beneficially owned as of February 12, 2024, by each of our

following table sets forth information as to the shares of voting securities beneficially owned as of March 10, 2025, by each of our

directors and NEOs and by all of our directors and NEOs as a group.

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person has the right to acquire beneficial ownership within 60 days.

Name of Beneficial

and Nature of Beneficial Owner (1)

Amount and Nature

Name of Beneficial Owner (2)

of Beneficial Owner (1)

Percent of Class (1)

Centofanti (5)

Mark Duff (11)

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Ben Naccarato (13)

Directors and Executive Officers as a Group

Troy Eshleman (14)

Directors and Executive Officers as a Group (12 persons)

1,591,674 (15)

beneficial ownership of less than one percent (1%).

See footnote (1) of the table under “Security Ownership of Certain Beneficial Owners.”

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:

number of shares and the percentage of Common Stock shown as beneficially owned by a person are based up 18,428,393 shares of Common

Stock outstanding on March 10, 2025, and the number of shares of Common Stock which such person has the right to acquire beneficial ownership

of within 60 days.

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.

(ret.) Bostick has sole and voting and investment power over all shares shown, which include:

(i) 40,921 shares of Common Stock held

of record by Ms.

of record by LTG (ret.) Bostick, and (ii) options to purchase 21,000 shares which are immediately exercisable.

Duggan has sole and voting and investment power over all shares shown, which include:

(i) 23,305 shares of Common Stock held of record

Duggan, and (ii) options to purchase 21,000 shares which are immediately exercisable.

These shares include (i) 206,209 shares held of record by Dr.

Centofanti, (ii) immediately exercisable options to purchase 29,000

shares, and (iii) 62,800 shares held by Dr.

shares include (i) 217,765 shares held of record by Dr.

Centofanti, (ii) immediately exercisable options to purchase 24,000 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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Grumski has sole and voting and investment power over all shares shown, which include:

(i) 48,978 shares of Common Stock held

of record by Mr.

(i) 54,663 shares of Common Stock held of record

Grumski, and (ii) options to purchase 23,400 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

(i) 241,591 shares of Common Stock held of record,

and (ii) options to purchase 7,500 shares which are immediately exercisable.

Shelton has sole voting and investment power over all shares shown, which include:

(i) 169,643 shares of Common Stock held

of record by Mr.

(i) 178,962 shares of Common Stock held of record

Shelton, and (ii) options to purchase 29,400 shares which are immediately exercisable.

Wamp has sole voting and investment power over all shares shown, which include:

(i) 42,296 shares of Common Stock held

of record by Mr.

46,603 shares of Common Stock held of record by Mr.

Wamp, and (ii) options to purchase 28,200 shares which are immediately exercisable.

Zwecker has sole voting and investment power over all shares shown, which include:

(i) 225,115 shares of Common Stock held

of record by Mr.

(i) 233,364 shares of Common Stock held of record

Zwecker, and (ii) options to purchase 29,400 shares which are immediately exercisable.

Duff has sole voting and investment power over all shares shown, which include:

(i) 110,952 shares of Common Stock held of

record by Mr.

(i) 130,609 shares of Common Stock held of record by

Duff, and (ii) immediately exercisable options to purchase 58,000 shares.

Grondin has sole voting and investment power over all shares shown, which include:

(i) 19,427 shares of Common Stock

held of record by Mr.

(i) 28,780 shares of Common Stock held of record by Mr.

Grondin, and (ii) immediately exercisable options to purchase 11,000 shares.

Naccarato has sole voting and investment power over all shares shown, which include:

(i) 37,877 shares of Common Stock

held of record by Mr.

(i) 48,411 shares of Common Stock held of record by Mr.

Naccarato, and (ii) immediately exercisable options to purchase 31,000 shares.

Amount includes options to purchase 251,200 shares which are immediately exercisable.

Eshleman does not beneficially own any shares.

includes options to purchase 283,900 shares which are immediately exercisable.

Compensation Plans

following table sets forth information as of December 31, 2024, with respect to our equity compensation plans.

Compensation Plan

Equity 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

Number of securities to

be issued upon exercise

of outstanding options

warrants and rights

Weighted average

exercise price of

options, warrants

Number of securities

remaining available for

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plans (excluding

securities reflected

Equity compensation plans

by stockholders

Equity compensation

approved by stockholders

securities reflected in

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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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

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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;

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as of the time it is authorized, approved, or ratified by the board, a committee or the stockholders.

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, 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.

Code of Ethics, which applies to our Board, all our employees (including our named executive officers or “NEOs”) 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.

party transactions are reviewed by the Audit Committee prior to the consummation of the transaction.

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Centofanti serves as our Vice President of Information Systems.

For such position, he received annual compensation of $191,000 and $187,000

for 2023 and 2022, respectively.

For such position, he received annual compensation of $191,000 for each

of the years 2024 and 2023.

David Centofanti is the son of Dr.

Centofanti, our EVP of Strategic Initiatives and a Board

Centofanti, our EVP of Strategic Initiatives and a Board member.

Common Stock is listed on the Nasdaq Capital Market.

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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.

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.

Duggan and each of Messrs.

Bostick, Joseph T.

Grumski, Joe R.

Reeder, Larry M.

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Wamp and Mark A.

Zwecker is an “independent director” as defined under

the Nasdaq Marketplace Rules.

Our Board of Directors has also determined that each member of our Audit Committee, consisting of Mark

Zwecker (Chairperson), Joseph T.

Zwecker is an “independent director” as defined under the Nasdaq

Marketplace Rules.

Our Board of Directors has also determined that each member of our Audit Committee, consisting of Mark A.

(Chairperson), Joseph T.

Grumski, and Larry M.

Shelton, and each member of our Compensation and Stock Option Committee, consisting

Shelton, and each member of our Compensation and Stock Option Committee, consisting of

Grumski (Chairperson), Zach P.

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Duff is deemed to be an “independent director”

because of their employment as a senior executive of the Company.

because of their employment as a senior executive officers of the Company.

ACCOUNTANT FEES AND SERVICES

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on its behalf by the undersigned, thereunto duly authorized.

Environmental Services, Inc.

Perma-Fix Environmental Services, Inc.

Executive Officer, President and

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Zwecker, Director

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.

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, 2021 filed on May 6, 2021.

Second 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.

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, as incorporated by reference from Exhibit 4.3 to the Company’s 2022 Form 10-K filed on March 23, 2023.

Seventh 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.

Term 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, 2023.

Eighth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated May 8, 2024, 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 March 31, 2024, filed on May 9, 2024.

Ninth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated November 8, 2024, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s Form 10-Q for the Quarter ended September 30, 2024, filed on November 12, 2024.

Tenth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 11, 2025, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association.

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 2023 Form 10-K, filed on March 13, 2024.

Third Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.4 to the Company’s 2023 Form 10-K, filed on March 13, 2024.

Fourth Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.5 to the Company’s 2023 Form 10-K, filed on March 13, 2024.

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,

2017 Stock Option Plan, as incorporated by reference from Exhibit 10.7 to the Company’s 2023 Form 10-K, filed on March 13, 2024.

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.

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.