Ben Naccarato
About Ben Naccarato
Executive Vice President, Chief Financial Officer, and Secretary of Perma-Fix Environmental Services, Inc. since February 2009; age 62, CPA, CMA; Bachelor of Commerce and Finance from the University of Toronto . He previously served as VP Finance (Industrial Segment) from 2004–2006 and Corporate Controller/Treasurer from 2006–2009 . Company TSR proxy disclosure shows $100 invested grew to $175 by 2024 (vs $124 by 2023), amid a 2024 net loss of $19.98M; this informs pay-versus-performance context . Revenues rose from $70.6M in 2022 to $89.7M in 2023, then declined to $59.1M in 2024; EBITDA moved from -$3.27M (2022) to +$3.40M (2023) and back to -$13.90M (2024) .*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perma-Fix Environmental Services, Inc. | CFO, EVP, Secretary | 2009–present | Long-tenured CFO with oversight of finance and reporting; management of MIPs and option plans |
| Perma-Fix Environmental Services, Inc. | Corporate Controller/Treasurer | 2006–2009 | Corporate finance and controls leadership preceding CFO appointment |
| Perma-Fix Environmental Services, Inc. | VP Finance, Industrial Segment | 2004–2006 | Segment finance leadership |
| Private company (fuel distribution and used waste oil) | CFO | 2002–2004 | Senior finance leadership in adjacent industry |
| Various (US & Canada) | Senior finance roles in waste management | Prior to 2002 | Broad sector finance experience supporting current role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PyroGenesis Canada Inc. (TSX: PYR) | Independent Director; Audit, Compensation, Strategic Initiatives Committees | Since Mar 2021 | Advanced plasma processes; Canadian public company |
Fixed Compensation
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 304,772 | 310,867 | 332,811 |
| Bonus | — | — | — |
| Option Awards (grant-date fair value) | — | 80,480 | — |
| Non-Equity Incentive (MIP) | — | 152,386 | — (no MIP earned in 2024) |
| All Other Compensation (insurance, auto, 401(k)) | 51,484 | 51,744 | 52,359 |
| Total Compensation | 356,256 | 595,477 | 385,170 |
Breakdown of 2024 “All Other Compensation”:
- Insurance premiums: $35,734; Auto allowance: $9,000; 401(k) match: $7,625 .
Performance Compensation
CFO MIP Structure and Results
- Hard gate: No payouts unless ≥75% of EBITDA target achieved .
- Payout timing: Paid ~90 days post-year-end, based on audited financials; 2023 MIP paid by end of June 2024 .
2023 CFO MIP – Metrics, Weights, Actuals, Payouts
| Metric | Weighting (%) | Target Payout at 100% ($) | Actual Threshold Achieved | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 10.0% | 15,239 | 90–110% | 15,239 | Paid by end of June 2024 |
| EBITDA | 75.0% | 114,289 | 90–110% | 114,289 | Paid by end of June 2024 |
| Health & Safety (WCLTA) | 7.5% | 11,429 | 90–110% | 11,429 | Paid by end of June 2024 |
| Permit & License Violations | 7.5% | 11,429 | >150% | 11,429 | Paid by end of June 2024 |
| Total | 100% | 152,386 | Gate met (≥75% EBITDA) | 152,386 | Paid by end of June 2024 |
Note: Weightings derived from target amounts divided by total target payout ($152,386) .
2024 CFO MIP – Metrics, Weights, Actuals, Payouts
| Metric | Weighting (%) | Target Payout at 100% ($) | Actual Threshold Achieved | Payout ($) | Notes |
|---|---|---|---|---|---|
| Revenue | 10.0% | 16,641 | N/A (gate not met) | 0 | Gate: ≥75% EBITDA required |
| EBITDA | 75.0% | 124,805 | N/A (gate not met) | 0 | — |
| Regulatory Filing (10-K/10-Q/8-K timeliness) | 15.0% | 24,960 | N/A (gate not met) | 0 | — |
| Total | 100% | 166,406 | Gate not met | 0 | No MIP earned in 2024 |
Note: Weightings derived from target amounts divided by total target payout ($166,406) .
2025 CFO MIP – Framework (in effect)
- Metrics: Revenue, EBITDA, Regulatory Filing; same target payouts as 2024 framework (Revenue $8,320–$43,979 bracketed; EBITDA and Regulatory Filing components) .
- Gate: ≥75% EBITDA required .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of record date 06/02/2025) | 79,811 total, comprising: 48,811 shares held of record and 31,000 immediately exercisable options; <1% of outstanding shares . |
| Outstanding options (12/31/2024) | 15,000 ISO @ $3.15 exp 1/17/2025; 25,000 total on 10/14/2021 (15,000 exercisable; 10,000 unexercisable) @ $7.005 exp 10/14/2027; 40,000 total on 1/19/2023 (8,000 exercisable; 32,000 unexercisable) @ $3.95 exp 1/19/2029 . |
| Option vesting cadence | 2017 Plan options vest one-fifth annually over five years; six-year terms . |
| January 8, 2025 option exercise | Exercised 15,000 ISO @ $3.15; share withholding for $47,250 at FMV $10.58 led to 4,466 shares withheld and 10,534 shares issued . |
| Hedging/pledging policy | Company Stock Trading Policy strongly discourages short sales, margin accounts, standing and limit orders, and speculative transactions . No pledging by Naccarato disclosed in proxy . |
| Insider transactions (open-market) | Purchased 400 shares on 03/21/2025 at $7.00 (Form 4); post-transaction ownership confirmed by SEC filing . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement date/term | Employment agreement effective April 20, 2023; 3-year initial term to April 20, 2026; auto-renews one additional year unless 6 months’ prior notice . |
| Base salary | $332,811 as of 2024 following Oct 19, 2023 adjustments; salary may increase, not reduce . |
| MIP participation | Individual annual MIP approved by Compensation Committee and Board; gate at ≥75% EBITDA . |
| Severance (without cause or for good reason) | Lump sum equal to two years of full base salary plus (i) 2x prior-year MIP if not yet paid; or (ii) 1x prior-year MIP if already paid; plus COBRA cash medical continuation benefit (18x monthly family premium) and Accrued Amounts . |
| Change-in-control economics | If terminated without cause or for good reason within 24 months after a Change in Control: same severance multiples; options become exercisable in full (acceleration); CoC provisions also provide option acceleration upon qualifying termination events . |
| Equity acceleration on termination | Upon death, change in control, good reason or without cause termination: options immediately become exercisable; exercise window is lesser of original term or 12 months (death) / 60 days (good reason/without cause) . |
| Clawback | Company maintains SEC/Nasdaq-compliant clawback policy for incentive-based compensation tied to financial reporting restatements . |
| Restrictive covenants | Company Code of Ethics and Stock Trading Policy apply; policy discourages speculative trading; CFO proxy does not specify non-compete terms . |
Compensation Governance
- Compensation & Stock Option Committee: Independent directors Joseph T. Grumski (Chair), Zach P. Wamp, and Mark A. Zwecker; no compensation consultant engaged in 2024; six meetings held in 2024 .
- Compensation components: Base salary, performance-based incentive compensation, long-term option incentives, retirement benefits, and limited perquisites .
Financial Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 70,599,000 | 89,735,000 | 59,117,000 |
| EBITDA ($) | -3,270,000* | 3,401,000* | -13,898,000* |
Values with asterisk retrieved from S&P Global.
Pay-versus-performance proxy table highlights:
- Company net (loss) income: 2022 $(3.816)M; 2023 $0.485M; 2024 $(19.979)M .
- Value of initial fixed $100 investment based on TSR: 2022 $56; 2023 $124; 2024 $175 .
Investment Implications
- Strong alignment signals: Long-tenured CFO, recent open-market purchase (400 shares), continuous equity exposure through options and exercised shares; no pledging disclosed; trading policies discourage speculative activity .
- Pay-for-performance discipline: 2024 MIP paid zero due to failure to meet the ≥75% EBITDA gate; 2023 MIP paid with balanced weights (EBITDA 75%) and operational/safety metrics, indicating governance focus on profitability and operations .
- Retention economics: Double-trigger severance at 2x salary and up to 2x prior-year incentive with accelerated vesting could mitigate departure risk but creates moderate change-of-control cost; option acceleration windows (60 days) curb immediate selling pressure .
- Execution risk: Volatile EBITDA (positive in 2023, negative in 2024) and 2024 net loss suggest near-term performance headwinds impacting incentive realizations; monitoring 2025 MIP gate attainment and insider activity is warranted .