Richard Parrillo

About Richard Parrillo

Richard Parrillo, age 72, is an independent director at Hudson Technologies (HDSN) serving since September 2014. He brings more than 30 years of experience in petrochemical and related service industries, with extensive mergers, acquisitions, management, and sales expertise; he has negotiated, acquired, and managed 14 related companies over the past 30 years . His current non-Hudson role is Managing Member and principal of Tank Wash USA, LLC (since 2007), with prior senior roles at Brite Clean LLC, Matlack Leasing LLC/Matlack Systems Inc., Eurotainer USA, SSM Coal North America, and Fruehauf .

Past Roles

External Roles

• Managing Member & Principal, Tank Wash USA, LLC (industrial tank cleaning/inspection) .
• No other public company directorships are disclosed in HDSN’s proxy biographies for Parrillo .

Board Governance

• Independence: The Board determined Parrillo is an “independent director” under NASDAQ rules .
• Committees: Audit Committee (member); Compensation Committee (member). He is not listed on the Nominating & Governance nor the Environmental, Health, Safety, Sustainability & Public Policy Committee .
• Lead Independent Director: Vincent P. Abbatecola; independent sessions and committee compositions provide oversight with CEO also serving as Chair .
• Attendance: In FY2024, no incumbent director attended fewer than 75% of Board and applicable committee meetings; the Board met 6 times in FY2024 .

Fixed Compensation

Director compensation framework (2024):

• Annual cash fee: $50,000; Committee chairs receive an extra $10,000 .
• Two equity-related payments five business days after annual meeting: one $50,000 mandatory equity grant, plus an additional $50,000 that directors may take as equity or split up to half cash/half equity .
• Non-employee directors are reimbursed for meeting-related out-of-pocket expenses .

Parrillo’s director compensation:

Performance Compensation

• Equity Grants Timing & Form: Annual equity grants to directors occur five business days after the shareholders’ meeting; the company’s practice is to issue options that vest immediately upon issuance or over the first year, with terms up to ten years .
• Change-in-Control: Under the 2024 Stock Incentive Plan, all unvested awards (including directors) fully vest immediately upon a Change in Control and are settled within 60 days; options may be cashed out for the intrinsic value at the Committee’s discretion .
• Clawback: Board adopted a clawback policy in accordance with Section 10D and NASDAQ Listing Rule 5608 for executives (applies broadly to incentive compensation governance) .

Options held by Parrillo:

Other Directorships & Interlocks

• No other public company board roles disclosed for Parrillo; biography lists industry operating roles (e.g., Tank Wash, Matlack, Eurotainer), which are not identified as HDSN customers/suppliers in the proxy .
• Audit Committee oversees potential conflicts and related-party matters at the Board level .

Expertise & Qualifications

• Sector & functional depth: >30 years in petrochemical services with M&A, management, and sales experience; negotiated, acquired, and managed 14 related companies .
• Capital markets/governance: Serves on Audit and Compensation Committees; Board deems him independent .
• Board structure context: CEO also Chair with Lead Independent Director and independent committee structures for oversight .

Equity Ownership

Total beneficial ownership and alignment:

Exercisable options included in beneficial ownership (exercisable within 60 days of record date):

Ownership policy context:

• Anti-hedging: Directors are prohibited from hedging transactions (collars, forward contracts, options, puts/calls, derivatives) to ensure alignment with shareholders .
• Stock ownership guidelines: Board has authority to establish stock grant levels and stock ownership guidelines for non-employee directors under the 2024 Plan (specific guidelines not disclosed) .

Note: Attempt to retrieve Form 4 insider trade data via the insider-trades skill returned an authorization error (401). For most current transactions, consult SEC EDGAR.

Governance Assessment

• Board effectiveness: Parrillo’s audit and compensation committee roles strengthen oversight; independence affirmed; attendance met thresholds; Board retains a Lead Independent Director to offset CEO duality .
• Alignment: Meaningful equity exposure (beneficial ownership incl. exercisable options; <1% of shares) and anti-hedging policy support shareholder alignment .
• Shareholder signals: 2025 Say-on-Pay received strong support (For: 22,779,546; Against: 864,429; Abstain: 721,155), with shareholders preferring annual frequency; auditor ratification passed—indicating broad governance confidence .
• Compensation structure: Director pay mix includes cash plus equity (stock and options), with predictable timing post annual meeting; options typically vest immediately or over the first year, supporting retention and alignment .
• RED FLAGS:
  • Change-in-control acceleration: All unvested awards vest upon a Change in Control; potential shareholder-unfriendly feature that reduces performance contingency .
  • Section 16 timing: In 2023, Parrillo and Abbatecola each failed to timely file one Form 4—a minor compliance lapse to monitor .

Overall, Parrillo’s profile suggests constructive governance participation (Audit/Comp Committee service, independent status, attendance), coupled with equity-based alignment. The CIC vesting feature and prior Form 4 timeliness issue warrant continued monitoring for governance risk mitigation .