Mark Zwecker

About Mark A. Zwecker

Mark A. Zwecker, age 74, has served on the Perma-Fix Board since its inception in January 1991 and is the Company’s Independent Lead Director (since February 2010) . He holds a B.S. in Industrial and Systems Engineering from Georgia Institute of Technology and an MBA from Harvard University . His background spans CFO and director roles at JCI US Inc. (2013–2019), Director of Finance at Communications Security and Compliance Technologies (2006–2013), and senior posts at ACI Technology LLC and American Combustion, Inc.; he co-founded hazardous waste firm PPM, Inc. with Dr. Centofanti in 1981 (sold to USPCI in 1985), bringing deep finance, operations, and waste management expertise to the Board .

Past Roles

External Roles

• No current public company directorships disclosed in the proxy; prior directorship at JCI US Inc. (wholly owned subsidiary, not a U.S. public company) .

Board Governance

• Independence: The Board determined Zwecker is an independent director under Nasdaq rules .
• Roles: Independent Lead Director (since Feb 2010) with responsibilities to convene non-employee director sessions, liaise between directors and management, and chair meetings in Chair’s absence .
• Committees: Audit Committee Chair; Compensation & Stock Option Committee member; former Strategic Advisory Committee member (replaced Oct 19, 2023) .
• Attendance: No director attended fewer than 75% of Board and committee meetings in 2023 and 2024; all directors attended Annual Meetings .
• Audit Committee expertise & cadence: Designated as an audit committee financial expert in 2023; the Audit Committee had two financial experts in 2024. Audit Committee met 21 times in 2023 and 24 times in 2024—indicative of high engagement and oversight intensity .

Fixed Compensation

• Director Fee Structure (non-employee directors):
  • Quarterly fee: $11,500; Chair of Board additional $8,750 per quarter; Audit Chair additional $6,250 per quarter; other committee Chairs $3,125 per quarter; Audit Committee members +$1,250 each (excluding chair); other committee members +$500 per quarter (subject to role constraints); $1,000 per in-person Board meeting; $500 per virtual meeting .
• Equity election: Directors may elect to receive 65% or 100% of fees in Common Stock under the 2003 Outside Directors Stock Plan; remainder in cash .

Performance Compensation

• Stock Options (NQSOs) upon re-election: 10,000 options; 10-year term; 25% vest annually starting first anniversary; exercise price at fair market value prior to grant; Black-Scholes fair value applied under ASC 718 .
• Change-of-control acceleration: All outstanding director options and stock awards become fully exercisable upon change-of-control, death, or disability .
• No director performance metrics (e.g., revenue, EBITDA, TSR) disclosed for director compensation; compensation is structured as fees plus equity (stock/stock options) .

Other Directorships & Interlocks

• No other current public company boards disclosed; Governance bylaws restrict service on >3 other public company boards .

Expertise & Qualifications

• Financial literacy and reporting expertise; considered an audit committee financial expert (2023) and part of a committee with two financial experts in 2024 .
• Operations background across waste management, IT, and telecom; extensive experience evaluating financial results and reporting processes .
• Lead Independent Director responsibilities emphasize governance, information flow, and independent oversight .

Equity Ownership

• Directors can elect 65% or 100% of fees in stock, encouraging ownership alignment .
• Equity acceleration on change-of-control elevates entrenchment risk if not balanced by robust independence standards .

Governance Assessment

• Strengths:

  • Independent Lead Director with long tenure and high engagement; Audit Committee chaired by Zwecker with frequent meetings (21 in 2023; 24 in 2024) and financial expert designation, supporting robust oversight of audit, internal controls, cybersecurity, and related-party reviews .
  • Clear committee independence determinations; Compensation Committee independence maintained; no compensation consultant utilized in 2023/2024 (signals cost discipline, though limits external benchmarking) .
  • Clawback Policy adopted in Oct 2023 for Section 16 officers; comprehensive Code of Ethics and related-party transaction review protocol (Audit Committee pre-approval and oversight) .

• Alignment:

  • Director fee-to-stock election (65% or 100%) and recurring option grants promote equity ownership, though awards are time-based rather than performance-linked; beneficial ownership for Zwecker is ~1.49% as of June 2, 2025, indicating material personal stake .

• RED FLAGS / Watch items:

  • Change-of-control acceleration for director options/stock awards could misalign with shareholder interests if combined with lengthy tenure; balance rests on committee independence and lead director role .
  • Historic co-founder relationship with Dr. Centofanti (current EVP/Director) may raise perceived independence concerns; Board has determined Zwecker independent under Nasdaq rules, and related-party oversight resides with Audit Committee chaired by Zwecker .
  • No disclosed director-specific pledging/hedging policy; absence of detail is a monitoring item (no pledging disclosed for Zwecker) .

• Attendance & engagement:

  • Board and committees held regular meetings; no director fell below 75% attendance in 2023 or 2024; all directors attended Annual Meetings—signals active participation .

• Compensation & incentives:

  • Director compensation is primarily fixed fees with equity elections plus re-election options; no disclosed performance metrics for director pay (consistent with typical governance practices); option grant terms transparent with exercise price and vesting schedules .

Overall, Zwecker’s longstanding tenure, lead independent role, and audit chairmanship contribute positively to oversight effectiveness; investors should monitor change-of-control equity acceleration mechanics and the historical linkage with a current executive for any conflict optics, mitigated by explicit independence determinations and robust Audit Committee processes .