Joe Reeder
About Joe R. Reeder
Joe R. Reeder (age 77) has served as an independent director of Perma-Fix Environmental Services, Inc. since 2003. He is a principal shareholder at Greenberg Traurig LLP, and previously served as the U.S. Army’s 14th Undersecretary (1993–97), Chair of the Panama Canal Commission’s Board, and a long-time member of the Canal’s International Advisory Board. Reeder is a West Point graduate and holds a J.D. from the University of Texas and an LL.M. from Georgetown University . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Undersecretary of the Army | 1993–1997 | Oversaw operations; led Panama Canal Commission Board |
| Panama Canal Commission | Board Chair; International Advisory Board Member | Chair: 3 years; Advisory Board: ~23 years | Oversaw multibillion-dollar infrastructure; ongoing advisory contributions |
| NDIA, USO, Armed Services YMCA, Marshall Legacy Institute | Board/Committee roles | Various | Chaired NDIA Ethics Committee; governance and ethics focus |
| U.S. Court of Federal Claims Advisory Council | Bid Protest Committee Member | Appointed 2018; served ~6 years | Federal procurement and bid protest expertise |
External Roles
| Organization | Role | Tenure | Public/Private; Committee Roles |
|---|---|---|---|
| Greenberg Traurig LLP | Principal shareholder; former Shareholder-in-Charge, Mid-Atlantic | 10 years in regional leadership | Private law firm; governance, cybersecurity expertise |
| ELBIT Systems of America, LLC (subsidiary of ESLT) | Director | 2005–2020 | Subsidiary; defense sector governance |
| WashingtonFirst Bank (WSBI) | Director | 2004–2017 | Public (historical); bank governance |
| Sandy Spring Bancorp (SASR) | Director | 2018–2020 | Public; bank governance |
| Trustar Bank | Director | 2022–present | Virginia state-chartered bank; Board member |
Board Governance
- Independence: The Board determined Reeder is independent (Nasdaq Rule 5605) .
- Committees: Chair, Corporate Governance & Nominating Committee (members: Bostick, Duggan, Wamp) . Member, Strategic Advisory Committee (Chair: Centofanti; members: Duggan, Reeder, Wamp) .
- Attendance: In 2024, the Board met 6 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Separate Chair and CEO; lead independent director role defined (Zwecker) .
- Risk oversight: Audit Committee oversight includes cybersecurity and related-party transactions; Compensation Committee strives to avoid excessive risk; Governance Committee oversees ESG; Demand Review Committee (ad hoc) formed in March 2025 for shareholder demands .
Fixed Compensation
| Component | Terms (2024) | Notes |
|---|---|---|
| Base quarterly director fee | $11,500 per quarter | Outside directors only |
| Chairman of the Board add’l fee | $8,750 per quarter | Not cumulative with chair fees |
| Audit Committee Chair add’l fee | $6,250 per quarter | |
| Compensation, Governance, Strategic Committee Chairs add’l fee | $3,125 per quarter | Chair of Board not eligible for committee chair fee |
| Committee membership fees | Audit members (excl. Chair): $1,250/quarter; Other committees: $500/quarter (non-Chair, non-Board Chair) | |
| Meeting fees | $1,000 per in-person meeting; $500 per virtual meeting | |
| Fee payment election | Directors may elect 65% or 100% of fees in Common Stock under 2003 Outside Directors Plan; balance in cash | Stock awards valued at 75% of prior-day closing price; fully vested |
Performance Compensation
| Equity Award Mechanics | Details |
|---|---|
| Annual option grant (upon reelection) | Non-qualified stock option (NQSO) for 10,000 shares; 10-year term; exercise price at FMV; vest 25% per year starting first anniversary |
| 2024 grant specifics (for outside directors) | Granted July 18, 2024; exercise price $10.20; per-share fair value ~$6.87; 10,000 options each |
| Change-of-control provisions | All outstanding options and stock awards under 2003 Outside Directors Plan become immediately exercisable/vested upon “change of control”, death, or disability |
Director Compensation (Joe R. Reeder)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $82,673 | $82,006 |
| Option Awards ($) | $64,600 | $68,700 |
| Total ($) | $147,273 | $150,706 |
| Options Outstanding (Dec 31) | 30,000 | 32,500 |
Other Directorships & Interlocks
| Company | Sector | Relationship to PESI ecosystem | Notes |
|---|---|---|---|
| ELBIT Systems of America (subsidiary of ESLT) | Defense/Avionics | Potential government/defense ecosystem adjacency; no PESI transaction disclosed | Past director (2005–2020) |
| WashingtonFirst Bank (WSBI) | Banking | Financial services; no PESI transaction disclosed | Past director (2004–2017) |
| Sandy Spring Bancorp (SASR) | Banking | Financial services; no PESI transaction disclosed | Past director (2018–2020) |
| Trustar Bank | Banking | Financial services; no PESI transaction disclosed | Current director (2022–present) |
Expertise & Qualifications
- Legal and compliance: Extensive legal practice; authored on corporate cybersecurity; ethics committee leadership; bid protest expertise .
- Government and defense: Senior DoD role; Panama Canal governance; broad Washington D.C. policy experience .
- Board governance: Long-tenured independent director; governance committee chair; risk and ESG oversight participation .
- Education: West Point (B.S.), J.D. (University of Texas), LL.M. (Georgetown University) .
Equity Ownership
| Metric | 2024 (Record date: May 30, 2024) | 2025 (Record date: June 2, 2025) |
|---|---|---|
| Shares beneficially owned | 243,514 | 261,865 |
| Percent of shares outstanding | 1.54% (out of 15,788,386) | 1.42% (out of 18,452,227) |
| Breakdown (2025) | 244,365 shares held of record; options to purchase 7,500 shares immediately exercisable; options to purchase 10,000 shares exercisable within 60 days | |
| Options outstanding (Dec 31, 2024) | 32,500 total NQSOs outstanding | |
| Pledging/Hedging | Company Stock Trading Policy strongly discourages speculative transactions (e.g., short sales, margin accounts); no pledging by Reeder disclosed |
Say-on-Pay & Shareholder Voting Signals
| Proposal | 2024 Results | 2025 Results |
|---|---|---|
| Director election – Reeder (For/Withhold) | 6,097,452 For; 900,434 Withhold | 7,522,286 For; 422,909 Withhold |
| Advisory vote on NEO compensation (For/Against/Abstain) | 5,765,235 For; 633,690 Against; 598,961 Abstain | 6,337,589 For; 595,696 Against; 1,011,910 Abstain |
| Audit firm ratification (For/Against/Abstain) | 11,877,887 For; 6,874 Against; 11,191 Abstain | 13,764,715 For; 10,632 Against; 6,889 Abstain |
Related Party Transactions and Conflicts
- Audit Committee reviews related-party transactions per charter and DGCL Section 144; policy prohibits conflicts and financial interests in suppliers/customers/competitors .
- No related-party transactions involving Reeder disclosed in the latest proxy; disclosed related party is David Centofanti (compensation) .
Governance Assessment
- Committee leadership and independence: Reeder’s role as Governance & Nominating Committee Chair and Strategic Advisory Committee member, alongside an independence determination, supports board oversight quality and ESG governance .
- Engagement and voting signals: Reeder received 7.52M “For” votes in 2025 (422.9K withholds) and 6.10M “For” votes in 2024 (900.4K withholds). The say-on-pay proposals passed both years with strong “For” totals, signaling broader investor support for compensation oversight during his governance chair tenure .
- Alignment via equity: Reeder holds 1.42% of outstanding shares as of the 2025 record date, with additional options outstanding. Director fees paid predominantly in stock and annual option grants promote alignment; plan terms accelerate vesting upon change-of-control (note: acceleration can be viewed as standard, but heightens sensitivity to transaction outcomes) .
- Attendance and risk oversight: No director fell below 75% attendance in 2024; Reeder’s committees engage in board composition, governance guidelines, ESG oversight, strategy, and risk oversight coordination with the Audit and Compensation Committees .
Red flags
- Withhold votes: Reeder had 422,909 withholds in 2025 and 900,434 in 2024; while reelected by plurality, persistent withholds warrant monitoring for investor concerns around governance or board composition .
- Change-of-control acceleration: Immediate vesting for director equity under the 2003 Outside Directors Plan may be shareholder-unfriendly in certain contexts; though common, it is an alignment consideration during transactions .
Overall implication: Reeder’s deep government/legal background and long tenure, combined with his governance chair role and equity alignment, generally support board effectiveness. Monitoring withhold trends and transaction-related equity acceleration remains prudent for investor confidence .