Louis Centofanti
About Louis Centofanti
Dr. Louis F. Centofanti (age 81) is Perma-Fix’s founder, director since 1991, and Executive Vice President of Strategic Initiatives; he previously served as President/CEO (1991–1995; 1996–2017) and Chairman (1991–2014) . He holds a Ph.D. and M.S. in Chemistry (University of Michigan) and a B.S. in Chemistry (Youngstown State University) . Company performance context: total shareholder return (fixed $100) was $56 (2022), $124 (2023), and $175 (2024), with net income of $(3.816)M (2022), $0.485M (2023), and $(19.979)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perma-Fix Environmental Services | President & CEO | 1991–1995; 1996–2017 | Led growth across nuclear waste treatment/services; deep operational knowledge |
| Perma-Fix Environmental Services | Chairman of the Board | 1991–2014 | Board leadership during scaling and technology development |
| USPCI, Inc. (hazardous waste mgmt., public) | Senior Vice President | 1985–1991 | Managed treatment, reclamation, technical groups; industry leadership |
| PPM, Inc. (hazardous waste) | Co‑founder | 1981–1985 | Specialized in treating PCB‑contaminated oil; later sold to USPCI |
| U.S. Department of Energy | Regional Administrator (Southeast) | 1978–1981 | Government/regulatory experience in energy sector |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Dept. of Commerce CINTAC | Committee Member | Appointed 2015 | Civil Nuclear Trade Advisory Committee engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 253,980 | 259,060 | 277,346 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 38,776 | 39,015 | 28,910 |
| Total Compensation ($) | 292,756 | 485,425 | 306,256 |
Notes:
- All other comp includes insurance premiums, auto allowance, and 401(k) match; for 2024: insurance $12,285, auto $9,000, 401(k) $7,625 .
Performance Compensation
| Metric (2023 MIP) | Target Achieved | Payout ($) |
|---|---|---|
| Revenue | 90%–110% | 12,699 |
| EBITDA (gating metric ≥75%) | 90%–110% | 95,243 |
| Health & Safety | 90%–110% | 9,524 |
| Permit & License Violations | >150% | 9,524 |
| Total 2023 MIP Payout ($) | — | 126,990 |
2024 MIP design (CEO/CFO/EVPs): components tied to Revenue, EBITDA, Health & Safety, Permit/License compliance with EBITDA ≥75% gate; no 2024 MIP payouts were earned for any NEOs . 2025 MIP continues EBITDA gating; EVP Strategic Initiatives includes PFAS Gen 2 reactor startup target; component payout matrices are specified by threshold bands .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 298,009 | 305,565 |
| Ownership % of Common | 1.88% | 1.65% |
| Composition Notes | Includes 206,209 held directly; 29,000 immediately exercisable options; 62,800 held by spouse (shared voting) | Includes 218,765 held directly; 24,000 immediately exercisable options; 62,800 held by spouse (shared voting) |
Option Holdings (as of Dec 31, 2024):
- ISO 10/14/2021: 12,000 exercisable; 8,000 unexercisable; $7.005 strike; expires 10/14/2027
- ISO 1/19/2023: 6,000 exercisable; 24,000 unexercisable; $3.95 strike; expires 1/19/2029
- Standard vesting: one‑fifth per year over five years; six‑year contractual term
Insider activity:
- 2023 option exercise: 50,000 shares at $3.65 (value realized $370,000), using share withholding to cover exercise price; shares issued 33,484 .
- 2024 proxy reports no Centofanti option exercises in 2024 (only Grondin disclosed) .
Pledging/hedging:
- Stock Trading Policy strongly discourages short sales, margin accounts, standing/limit orders, and other speculative transactions . No pledging disclosures for Centofanti noted in proxy .
Employment Terms
Contract structure:
- Agreement effective April 20, 2023; initial 3-year term to April 20, 2026 with automatic one-year renewals unless notice ≥6 months prior to expiry .
- Severance (good reason or without cause): Accrued amounts + 2x base salary + either 2x prior-year MIP if unpaid or +1x prior-year MIP if already paid + cash medical continuation (18× monthly COBRA premium for dependents) .
- Change in Control: severance terms apply if termination occurs within 24 months post‑CoC; stock options immediately exercisable upon death, good reason termination, termination without cause; upon CoC, options become exercisable commencing on date of termination through original term (double trigger) .
- Clawback Policy: recoup erroneously awarded incentive compensation following “Big R”/“little r” restatements for covered officers, prior three fiscal years .
Potential Payments (estimated as of 12/31/2024):
| Component | Good Reason/Without Cause ($) | Change in Control ($) |
|---|---|---|
| Base Salary + Accrued Amounts | 738,340 | 738,340 |
| Performance Compensation | — (none earned for 2024) | — (none earned for 2024) |
| Stock Options (intrinsic value est.) | 294,000 | 294,000 |
| Cash Medical Continuation | 20,644 | 20,644 |
Board Governance
- Independence: The Board determined Centofanti is not an independent director due to his senior executive employment; majority of Board and all members of Audit, Compensation, and Governance/Nominating committees are independent .
- Committee service: Strategic Advisory Committee (Chair); committee met four times in 2024 . Not a member of Audit or Compensation .
- Board leadership: Roles of Chair and CEO are separated; Lead Independent Director (Mark A. Zwecker) coordinates executive sessions and liaison functions .
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of board/committee meetings .
Director compensation:
- As an executive officer, Centofanti receives no additional compensation for Board service (outside director fees/equity not applicable) .
Related Party Transactions
- David Centofanti (son) serves as Vice President of Information Systems; 2024 annual compensation $191,000; related‑party oversight per Audit Committee charter and DGCL §144 principles .
Compensation Committee Analysis
- Members (2024): Joseph T. Grumski (Chair), Zach P. Wamp, Mark A. Zwecker; all independent .
- Consultants: No compensation consultant employed in 2024 .
- Design features: MIPs with EBITDA ≥75% gating; caps at ≤50% of pre‑tax net income; option grants under 2017 Plan with market‑based exercise prices .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Fixed $100) | 56 | 124 | 175 |
| Net Income (Loss) ($000s) | (3,816) | 485 | (19,979) |
- 2023 MIP payments were earned (including Centofanti $126,990) aligned to Revenue/EBITDA/Safety/Compliance metrics; 2024 MIPs paid $0 due to EBITDA gate not met .
Equity Ownership & Alignment Details
Option vesting and acceleration:
- Options vest 20% annually over five years; accelerated exercisability upon death, termination without cause, good reason termination; CoC acceleration tied to termination (double trigger) .
- Centofanti exercised legacy options in 2023 via share withholding; no 2024 exercises disclosed for him .
Stock ownership guidelines:
- No explicit director/executive ownership guideline disclosures found in proxy materials .
Investment Implications
- Pay-for-performance discipline: EBITDA-gated MIPs prevented payouts in 2024 despite set matrices, indicating linkage of cash incentives to operational results; 2025 MIPs continue gating and add PFAS Gen 2 startup objective—watch for PFAS revenue traction as a leading indicator of payout risk and execution .
- Retention economics: Severance at 2× salary plus prior-year MIP and accelerated options provide meaningful downside protection; double-trigger CoC option acceleration mitigates windfall risk but could incentivize deal acceptance—assess M&A optionality and Board stance .
- Insider activity and selling pressure: 2023 option exercise by Centofanti (value realized $370,000) suggests monetization of in-the-money awards; no 2024 exercises disclosed for him. Monitor Form 4s for incremental selling or exercises into strength .
- Alignment and risk controls: Material personal shareholdings (~1.65% in 2025) and spouse-held shares reflect skin-in-the-game; Clawback and Trading Policy (discouraging short sales/margin) reduce misalignment/pledging risks, though no formal ownership guideline disclosed .
- Governance dual-role implications: Non-independent director and EVP while Chair/CEO roles are separated and a Lead Independent Director exists; committee independence and attendance levels are robust, but Strategic Committee chairing by an executive director warrants continued oversight on strategy-setting independence .