Mark Duff
About Mark Duff
Mark J. Duff (age 62) is President and CEO of Perma-Fix Environmental Services, Inc. (PESI) since September 2017 and a director since April 2023, with 40+ years of management and technical experience across DOE/DOD environmental and construction markets; he holds an MBA (University of Phoenix) and a B.S. (University of Alabama) . During his tenure, 2024 produced a net loss of $19.98M with cumulative TSR value of $175 on a fixed $100 baseline (vs. 2023 net income of $0.49M and TSR $124) per Pay vs. Performance disclosure, framing recent headwinds after a positive 2023 . The Board separates Chair and CEO roles (Chair: Larry M. Shelton) and maintains a Lead Independent Director (Mark A. Zwecker), with Duff classified as a non‑independent director due to his executive role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perma-Fix Environmental Services | President & CEO | Sep 2017–present | Upgraded treatment facilities, broadened capabilities (including PFAS treatment initiatives), expanded market penetration, and rebuilt Services segment BD programs . |
| Perma-Fix Environmental Services | Executive (joined company) | 2016–present | Developed and implemented growth strategies across Treatment and Services segments . |
| DOE/DOD markets (various employers) | Corporate officer, senior project manager, co‑founder of a consulting firm, federal employee | 40+ years | Led complex radioactive/hazardous waste remediation and operations across government and commercial sectors . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Consulting firm (unnamed) | Co‑founder | Not disclosed | Applied domain expertise to environmental/construction projects in DOE/DOD markets . |
Fixed Compensation
Multi-year CEO compensation (as reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | $374,870 | $382,367 | $417,155 |
| Bonus | — | — | — |
| Option awards (grant-date FV) | — | $140,840 | — |
| Non‑equity incentive (MIP) | — | $187,435 | — (no 2024 MIP earned) |
| All other comp (benefits/auto/401k) | $41,270 | $37,453 | $39,306 |
| Total | $416,140 | $748,095 | $456,461 |
Notes:
- 2024 base salary reflects a 7% increase effective Jan 1, 2024 approved in Oct 2023 .
- No 2024 MIP payout for any NEO (EBITDA gate not met) .
Performance Compensation
2024 MIP design (CEO):
- Target incentive dollars at “100% of Plan”: $208,578 (with total target compensation $625,733). Gate: No payout on any component unless ≥75% of EBITDA target achieved .
- Metrics and example payout schedule at plan thresholds: Revenue, EBITDA, Health & Safety (WCLTA), and Permit/License Violations; each has defined dollar payouts by performance bands; total at 100% Plan is $208,578 . No payout earned for 2024 .
2023 MIP outcomes (CEO):
- Components earned: Revenue (90–110%) $18,744; EBITDA (90–110%) $112,461; Health & Safety (90–110%) $28,115; Permit/License Violations (>150%) $28,115; Total $187,435 .
Detailed metric table:
| Metric | Gate | 2023 Target band achieved | 2023 payout ($) | 2024 payout ($) |
|---|---|---|---|---|
| Revenue | ≥75% EBITDA must be met for any payout | 90%–110% | $18,744 | $0 (gate not met) |
| EBITDA | ≥75% EBITDA must be met for any payout | 90%–110% | $112,461 | $0 |
| Health & Safety (WCLTA) | ≥75% EBITDA | 90%–110% | $28,115 | $0 |
| Permit/License Violations | ≥75% EBITDA | >150% | $28,115 | $0 |
2025 MIP structure remains similar for CEO (Revenue, EBITDA, H&S, Permit/License Violations with the same gate ≥75% EBITDA); CEO target and bands are unchanged from 2024 .
Pay vs Performance context (PEO/Company):
| Year | PEO “Compensation Actually Paid” ($) | TSR value of initial $100 | Net income (loss) ($) |
|---|---|---|---|
| 2022 | $276,985 | $56 | $(3,816,000) |
| 2023 | $999,730 | $124 | $485,000 |
| 2024 | $701,902 | $175 | $(19,979,000) |
Equity Ownership & Alignment
Beneficial ownership (as of June 2, 2025):
| Item | Amount |
|---|---|
| Shares owned of record | 133,659 |
| Options immediately exercisable | 58,000 |
| Total beneficial ownership | 191,659 |
| % of outstanding shares | 1.04% (out of 18,452,227) |
Outstanding and recently exercised options (CEO):
| Grant date | Type | Exercise price | Exercisable (12/31/24) | Unexercisable (12/31/24) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 1/17/2019 | ISO | $3.15 | 25,000 | — | 1/17/2025 | Exercised 1/8/2025 via net share settlement; 7,443 shares withheld at $10.58 FMV to cover $78,750 exercise; 17,557 shares issued . |
| 10/14/2021 | ISO | $7.005 | 30,000 | 20,000 | 10/14/2027 | 6‑year term; vests 20% per year over five years starting 1st anniversary . |
| 1/19/2023 | ISO | $3.95 | 14,000 | 56,000 | 1/19/2029 | 6‑year term; vests 20% per year over five years starting 1st anniversary . |
Recent insider exercises (CEO):
| Date | Shares exercised | Method | Strike | FMV at exercise | Net shares issued | Value realized |
|---|---|---|---|---|---|---|
| 5/22/2023 | 100,000 | Net share settlement | $3.65 | $11.05 | 66,968 | $740,000 |
| 1/8/2025 | 25,000 | Net share settlement | $3.15 | $10.58 | 17,557 | N/A (disclosed as shares withheld to cover exercise) |
- Vested vs. unvested: As of 12/31/2024, 69,000 options were exercisable and 76,000 unexercisable; the 2021 and 2023 ISOs vest 20% annually over five years, creating predictable future vesting windows (potential selling pressure around 10/14 and 1/19 if exercises occur) .
- In-the-money value (12/31/2024): The company’s severance/CIC table implies CEO’s in-the-money option value of $899,650 at year-end, excluding out-of-the-money awards .
- Hedging/pledging: The Company’s Stock Trading Policy strongly discourages short sales, margin accounts, standing/limit orders, or other speculative transactions for directors/officers/employees; no pledging is disclosed in the proxy .
Employment Terms
| Term | Details |
|---|---|
| Contract term | CEO employment agreement effective Apr 20, 2023; initial 3-year term to Apr 20, 2026; auto-renews 1 year unless either party gives 6 months’ notice . |
| Base salary treatment | May be increased but not reduced, per Compensation Committee discretion . |
| Annual incentives | Management Incentive Plan (MIP) approved annually; 2024 and 2025 MIPs use Revenue, EBITDA, H&S (WCLTA), and Permit/License Violations with ≥75% EBITDA gate . |
| Severance (good reason or without cause) | Accrued amounts plus 2x base salary; plus either 2x prior-year MIP (if not yet paid) or an additional 1x prior-year MIP (if already paid); plus lump-sum Cash Medical Continuation Benefit (18× monthly COBRA premium for covered dependents) . |
| Change in control (CIC) | All stock options immediately exercisable in full upon termination in connection with a CIC and exercisable through original term; cash severance same multiple structure as above when termination occurs within 24 months after a CIC . |
| Death | Accrued amounts and Cash Medical Continuation Benefit; all options immediately exercisable in full and exercisable for the lesser of original term or 12 months post-death . |
| Other terminations | If CEO resigns without good reason: Accrued amounts and any MIP payable; options otherwise follow plan rules (vesting ceases, standard post-termination exercise periods) . |
| Post-termination option window (non‑CIC) | Good reason/without cause: all options vest; exercisable for the lesser of original term or 60 days from termination; death: lesser of original term or 12 months . |
| Clawback | Company maintains a clawback policy compliant with SEC/Nasdaq rules for incentive-based compensation tied to financial reporting measures (3-year lookback) . |
| Trading/blackouts | Stock Trading Policy governs purchases/sales by directors/officers/employees; discourages short sales, margin accounts, standing/limit orders; provides blackout procedures . |
Potential payments if terminated at 12/31/2024 (illustrative per proxy):
| Component | Good reason/without cause | Change in control |
|---|---|---|
| Base salary + accrued amounts | $843,790 | $843,790 |
| Performance compensation | $0 (no 2024 MIP earned) | $0 |
| Stock options (intrinsic value) | $899,650 | $899,650 |
| Cash medical continuation | $36,540 | $36,540 |
Board Governance
- Board/committees: Duff is a director (since April 2023), but not independent due to employment; the Board majority is independent and all Audit and Compensation committee members are independent under Nasdaq/SEC standards .
- Leadership structure: Separate Chair (Larry M. Shelton) and CEO; Lead Independent Director (Mark A. Zwecker) coordinates non‑employee director sessions and liaison roles .
- Attendance: The Board met six times in 2024; no director attended fewer than 75% of meetings; all attended the 2024 annual meeting .
- Director compensation: Employee-directors (including Duff) receive no director fees/equity under the Outside Directors Plan .
Director Service and Roles for Duff
| Attribute | Detail |
|---|---|
| Board service start | April 2023 |
| Independence | Not independent (employee status) |
| Committees | None disclosed for Duff (Audit/Comp/Gov&Nom committees composed of independent directors) |
| Dual-role implications | CEO + Director mitigated by independent Chair, Lead Independent Director, and independent committees . |
Investment Implications
- Pay-for-performance alignment: 2024 yielded no MIP payout due to the ≥75% EBITDA gate, compressing realized cash pay despite base salary increases—positive alignment but highlights sensitivity to profitability execution .
- Option-driven incentives and overhang: Duff holds significant unvested ISOs that vest 20% annually (2021 and 2023 grants), preserving long-dated equity alignment; intrinsic value at YE 2024 was $0.90M, a meaningful lever for shareholder value creation if execution improves .
- Trading/flow signals: Net-share settlements in 2023 and Jan 2025 indicate exercise activity around vesting/expiration windows; future vesting anniversaries (10/14 and 1/19) may be watched for potential exercise/sale-related flow, subject to blackout/trading policy constraints .
- Retention/transition risk: Severance terms (2x salary + MIP mechanics + option acceleration) are competitive and double-trigger CIC provisions (with 24-month window) reduce entrenchment risks while supporting retention through uncertain cycles .
- Governance quality: Separation of Chair and CEO, independent lead director, independent committees, a formal clawback, and robust committee activity (especially Audit) mitigate dual-role concerns and support oversight during periods of volatility (2024 net loss) .