Larry Shelton
About Larry Shelton
Larry M. Shelton (age 71) is an independent director of Perma-Fix Environmental Services, Inc. and has served on the board since July 2006; he has been Chairman of the Board since December 2014 . He holds a B.A. in accounting from the University of Oklahoma and brings over 20 years of CFO experience in waste and nuclear services, including roles at Envirocare of Utah (now EnergySolutions) and USPCI, a former NYSE-listed hazardous waste company . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S K Hart Management, LLC (private investment) | Chief Financial Officer | 1999–Aug 2018 | Financial leadership across investment platforms |
| Pony Express Land Development, Inc. (affiliate of SK Hart) | President; Director | Jan 2013–Aug 2017; Director since Dec 2005 | Oversight of land development strategy |
| S K Hart Ranches (PTY) Ltd (South Africa) | Director; Chief Financial Officer | Mar 2012–Mar 2020 | Agricultural operations and finance oversight |
| Envirocare of Utah, Inc. (now EnergySolutions) | Chief Financial Officer | 1995–1999 | Nuclear waste services CFO experience |
| USPCI, Inc. (NYSE-listed at the time) | Chief Financial Officer | 1982–1987 | Hazardous waste sector CFO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Subsurface Technologies, Inc. (private) | Board Member | Since Jul 1989 | Water well rehabilitation solutions |
Board Governance
- Roles: Chairman of the Board since Dec 2014; independent director .
- Independence: Board annually reviews independence; Shelton is independent under Nasdaq rules; he served on committees comprised entirely of independent directors .
- Committee assignments (2024): Audit Committee member (Chair: Mark A. Zwecker; members: Joseph T. Grumski, Larry M. Shelton); Audit Committee held 24 meetings in 2024 .
- Board leadership: Roles of Chairman and CEO are separated; Lead Independent Director is Mark A. Zwecker with defined responsibilities .
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Oversight focus: Audit Committee oversees related-party transactions, cybersecurity, internal controls, and auditor independence .
Fixed Compensation
Director fee schedule and Shelton’s 2024 compensation:
| Component | Amount/Terms | Source |
|---|---|---|
| Quarterly director fee | $11,500 per quarter | |
| Additional fee – Chairman of the Board | $8,750 per quarter | |
| Audit Committee member fee | $1,250 per quarter (excluding Chair) | |
| Committee member fee (Comp, Governance, Strategic) | $500 per quarter (with eligibility exclusions) | |
| Meeting fees | $1,000 per in-person board meeting; $500 per virtual meeting | |
| Equity fee election | Each director may elect to receive 65% or 100% of fees in Common Stock under 2003 Outside Directors Stock Plan; shares calculated at 75% of market value preceding due date; fully vested on grant |
| 2024 Director Compensation for Larry M. Shelton | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 31,500 | Cash-only portion of elected fee mix |
| Stock Awards | 77,995 | Based on quarterly market value methodology |
| Option Awards | 68,700 | 10,000 NQSO on 7/18/2024 at $10.20, 10-year term, vest 25% per year |
| Total | 178,195 | Sum of components |
Performance Compensation
Directors do not have cash “performance bonuses,” but receive equity designed for alignment:
| Equity Metric | Details | Source |
|---|---|---|
| Annual option grant on re-election | NQSO to purchase 10,000 shares; 10-year term; exercise price = fair market value preceding grant; vest 25% annually over 4 years (2003 Outside Directors Plan) | |
| 2024 grant (re-election on Jul 18, 2024) | 10,000 NQSO; exercise price $10.20; fair value ~$6.87 per share for accounting; vest 25% per year; 10-year term | |
| 2025 grant (Jul 24, 2025) | 10,000 NQSO; exercise price $12.23; vests 1/4 per year; expires Jul 24, 2035 | |
| Equity fee election shares | Directors may elect 65% or 100% of quarterly fees in stock; shares fully vested upon grant; calculated at 75% of market value preceding due date | |
| Change-of-control treatment | Outstanding director stock options and stock awards become fully exercisable upon change of control, death, or disability under the plan |
Other Directorships & Interlocks
- Public company boards: None disclosed for Shelton in the proxy .
- Private boards: Subsurface Technologies, Inc. board service since 1989 .
- Potential interlocks: No related-party transactions disclosed for Shelton; Audit Committee reviews any related-party transactions .
Expertise & Qualifications
- Accounting and finance: Former CFO across multiple organizations; knowledge of financial reporting, controls, and complex transactions .
- Industry expertise: Extensive experience in hazardous and nuclear waste services and environmental services .
- Audit expertise: Audit Committee member; in 2023, all Audit Committee members were deemed “audit committee financial experts” under Item 407(d)(5)(ii) .
- Governance: Independent board chair; familiarity with governance charters and oversight processes .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Jun 2, 2025) | 222,985 shares; 1.21% of class | Includes shares and options exercisable within 60 days |
| Record shares | 183,585 | Directly held |
| Options immediately exercisable | 29,400 | Included in beneficial ownership |
| Options exercisable within 60 days | 10,000 | Included in beneficial ownership |
| Director options outstanding (Dec 31, 2024) | 54,400 | Aggregate outstanding under plans |
Insider trading activity (2025):
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Jul 24, 2025 | NQSO grant | 10,000 | $12.23 | 10,000 derivative options | |
| Sep 2, 2025 | Option exercise (NQSO granted 9/17/2015) | 2,400 | $4.19 | 187,880 common shares | |
| Sep 9, 2025 | Open-market purchase | 1,000 | $9.6101 | 188,880 common shares | |
| Sep 11, 2025 | Open-market purchase | 1,000 | $8.5752 | 189,880 common shares |
Governance Assessment
- Board effectiveness: Independent Chair separate from CEO enhances oversight; Lead Independent Director structure supports independent sessions and liaison functions .
- Committee engagement: High Audit Committee cadence (24 meetings in 2024) indicates intensive oversight of controls, cybersecurity, and related-party processes; Shelton is a member .
- Independence and attendance: Board independence majority and no director below 75% attendance in 2024 bolster confidence in governance discipline .
- Pay alignment: Director fees can be taken 65–100% in stock; annual NQSO grants on re-election with multi-year vesting; Shelton’s 2024 mix was $31,500 cash, $77,995 stock, and $68,700 options, indicating equity-heavy alignment .
- Shareholder sentiment: 2025 say‑on‑pay approved with 6,337,589 “For”, 595,696 “Against”, 1,011,910 “Abstention” (broker non‑votes 5,837,041), suggesting support for compensation governance framework .
- Conflicts and red flags: No related-party transactions disclosed involving Shelton; company Code of Ethics and Stock Trading Policy discourage conflicts, short sales, margin accounts, and speculative trades; formal Clawback Policy adopted per SEC/Nasdaq rules .
- Ownership alignment: ~1.21% beneficial ownership with consistent option participation and insider purchases in 2025 reflect skin-in-the-game without disclosed pledging or hedging .
RED FLAGS: None disclosed specific to Shelton in the proxy or 8‑K filings (no related-party transactions, no pledging noted). Governance policies and independence determinations are robust, but continued monitoring of director equity transactions and committee workloads is warranted .