Troy Eshleman
About Troy Eshleman
Troy Eshleman (age 55) was appointed Chief Operating Officer on January 23, 2025, after joining Perma-Fix as Vice President of Operations on January 6, 2025 . He brings 34+ years of radioactive waste operations and logistics experience, including founding Oakleaf Environmental (2019–2024) and 27 years at EnergySolutions and predecessor companies across SVP roles in commercial waste processing, decommissioning, global logistics, and business development; he holds a B.S. in Civil Engineering Technology (University of Pittsburgh) . Company operating context during his tenure includes Q1 2025 revenue up 2.2% year over year and improved EBITDA versus Q1 2024, amid PFAS scale-up and DOE DFLAW ramp preparation .
Past Roles
| Organization | Role | Tenure/Years | Strategic Impact |
|---|---|---|---|
| Oakleaf Environmental, Inc. | Founder and President | 2019–2024 | M&A advisory, strategy/integration, DOE/Naval Reactors technical support |
| EnergySolutions, Inc. and predecessors | Senior Vice President roles (Corporate Business Development & Strategy; Commercial Waste Processing; Global Logistics; Decommissioning Operations; EnergySolutions Italia S.r.l.) | 27 years | Led North American operations, decommissioning programs, logistics, and international project management |
External Roles
No public company directorships disclosed. Prior consulting firm founder (Oakleaf Environmental); no other external board roles for Eshleman specifically disclosed .
Fixed Compensation
| Component | FY2025 Terms | Notes |
|---|---|---|
| Base Salary | $320,000 | Set by Comp Committee; can be increased, not reduced |
| Benefits | Participation in broad-based plans | Medical, life, stock option plans; 5 weeks paid vacation |
| Location | Oak Ridge, TN | Role performed in Oak Ridge, with travel as needed |
Performance Compensation
| Metric | Plan Structure (COO MIP, effective 1/1/2025) | Threshold (75–89%) Payout | Target (90–110%) Payout | 111–129% Payout | 130–150% Payout | >150% Payout |
|---|---|---|---|---|---|---|
| Revenue | Company consolidated revenue vs Board target | $8,000 | $16,000 | $22,857 | $32,000 | $38,857 |
| EBITDA | Company EBITDA vs Board target | $48,000 | $96,000 | $137,143 | $192,000 | $233,143 |
| Health & Safety (WCLTA) | Workers’ comp lost-time accidents | $12,000 | $24,000 | $24,000 | $24,000 | $24,000 |
| Permit & License Violations | Regulatory non-compliance scale | $12,000 | $24,000 | $24,000 | $24,000 | $24,000 |
| Target Bonus (100% of plan) | $160,000 | Total annual target comp: $480,000 | ||||
| Gate | Minimum 75% of EBITDA target must be achieved for any payout | Applies to all metrics |
Notes:
- 2025 metrics mirror the Company’s emphasis on EBITDA gating and operational KPIs; COO plan lacks separate regulatory filing metric (CFO-specific) .
- Compensation Committee may modify MIP targets; aggregate NEO payouts capped at 50% of pre-tax income .
Equity Ownership & Alignment
| Ownership | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common shares beneficially owned (6/2/2025) | 1,350 | <1% | Sole voting/investment power over shares held of record |
| Equity Award (ISO) | Grant Date | Shares | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|
| 2017 Stock Option Plan (ISO) | Jan 23, 2025 | 50,000 | $10.70 | 6 years | 20% per year over 5 years, commencing on first anniversary |
Vesting schedule (derived from grant terms):
- 10,000 shares vest each anniversary: Jan 23, 2026; Jan 23, 2027; Jan 23, 2028; Jan 23, 2029; Jan 23, 2030 . Policy alignment:
- Company Clawback Policy compliant with SEC/Nasdaq; recovers erroneously awarded incentive compensation upon restatement .
- Stock Trading Policy strongly discourages short sales, margin accounts, standing/limit orders; designed to promote compliance and mitigate speculative trading by insiders .
- No pledging of shares by Eshleman disclosed in the proxy; ownership guidelines for executives not disclosed .
Employment Terms
| Provision | Term/Multiple | Trigger | Notes |
|---|---|---|---|
| Term | Initial: Apr 17, 2025 – Apr 20, 2026; auto-renew 1 year unless notice given ≥6 months prior | N/A | COO agreement; automatic extension mechanics |
| Severance (without cause or for Good Reason) | 2.0× base salary + 1.0× prior-year incentive if paid; or 2.0× if unpaid + Accrued Amounts + COBRA cash (18× monthly premium) | Termination w/o cause or Good Reason | Immediate vesting of all outstanding equity; 60-day exercise window (not beyond original term) if no change in control |
| Change-in-Control severance (double-trigger) | 2.0× base salary + 1.0× prior-year incentive if paid; or 2.0× if unpaid + Accrued Amounts + COBRA cash | Termination w/o cause or Good Reason within 24 months post-CoC | All equity vests; exercisable through original term; CoC defined per 409A rules |
| Death | Accrued Amounts + prior-year bonus + pro-rata current year bonus + COBRA cash | Death | All equity vests; exercisable for lesser of original term or 12 months |
| For Cause | Accrued unpaid base salary + any prior-year bonus payable | Termination for Cause | Cause includes felony, willful misconduct, fraud, etc. |
| 280G Cutback | Parachute payments reduced to avoid excise tax | N/A | Structured cutback by highest “Parachute Payment Ratio” first |
| Release requirement | Severance contingent on timely execution of release | N/A | Timing mechanics and 409A compliance; six-month delay for specified employees as applicable |
| Restrictive covenants | Confidentiality; non-solicitation of employees for 12 months post-termination | N/A | No explicit non-compete disclosed; Cooperation, mutual non-disparagement |
Performance & Track Record Indicators
| Metric | Q1 2024 | Q1 2025 |
|---|---|---|
| Revenue ($mm) | 13.617 | 13.919 |
| EBITDA ($mm) | (4.028) | (3.267) |
| Gross Profit ($mm) | (0.620) | 0.657 |
Context highlights:
- Backlog strengthened to over $10 million (+~30% vs year-end 2024) amid improved waste receipts late Q1 2025 .
- PFAS program advancing (first federal shipments; Gen 2.0 on track for Q4 2025 deployment) and DOE Hanford DFLAW hot commissioning targeted for August commencement, expected to be long-term revenue catalysts .
- Company TSR (value of initial $100) reported at $175 for 2024 in pay-versus-performance disclosure (company-level; not COO-specific) .
Risk Indicators & Red Flags
- Double-trigger CoC severance and full equity acceleration create retention incentives but also potential payout leverage in change-of-control scenarios .
- Strict clawback policy mitigates restatement-related windfalls .
- Trading policy discouraging margin accounts and short sales helps reduce hedging/pledging risks .
- No disclosures of repricing or golden parachute tax gross-ups; 280G cutback in place .
Compensation Structure Analysis
- At-risk pay anchored to EBITDA gate (≥75% required), with additional operational metrics (Revenue, safety, regulatory compliance), aligning incentives to financial and compliance outcomes .
- Equity shifted to a single ISO grant with multi-year vesting (20% per year), supporting retention and long-term alignment; accelerated vesting under termination/CoC scenarios is standard for market practice but increases potential insider selling windows post-vesting .
- Guaranteed elements remain limited (base salary $320k; standard benefits), with no disclosed discretionary bonuses for 2025; committee retains authority to adjust MIPs .
Investment Implications
- Alignment: EBITDA-gated MIP and multi-year vesting ISO enhance pay-for-performance and retention, with clawback policy providing governance backstop .
- Retention and sell pressure: First 10,000 shares vest in January 2026, introducing potential incremental insider selling capacity; Company policy’s discouragement of margin/short sales and absence of pledging disclosures mitigate risk signals .
- Event risk: Double-trigger CoC severance (2× salary + up to 2× prior-year incentive) and full equity acceleration could elevate transaction-related payout obligations; 280G cutback reduces excise tax exposure .
- Execution: Eshleman’s deep operations background (EnergySolutions/Oakleaf) is well-matched to PFAS scale-up and DOE Hanford DFLAW ramp, with early 2025 metrics showing margin improvement and backlog growth; monitoring 2025 EBITDA attainment is key due to MIP gating .