As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
| Summary Compensation Table (SCT) Total for · Average Summary · Average · Value of Initial Fixed $100 Investment |
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| Principal · Compensation · Compensation · Based On |
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| Executive · Compensation · Table · Actually Paid to · Total |
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| Officer · Actually Paid · Total for Non- · Non-PEO · Shareholder · Net (loss) |
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| Year | (PEO)(1) | to PEO (2) | PEO NEOs (3) | NEOs (4) | Return (5) | income (6) |
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| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
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| 2025 | $453,081 | $510,709 | $421,137 | $457,356 | $357 | $(13,784,000) |
| 2024 | $456,461 | $701,902 | $339,341 | $455,363 | $314 | $(19,979,000) |
| 2023 | $748,095 | $999,730 | $542,263 | $661,212 | $223 | $485,000 |
| (1) | Reflect amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation” column of the Summary Compensation Table above. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Duff, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Duff during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Duff’s total compensation for each year to determine the “compensation actually paid” under Item 402(v) of Regulation S-K: |
| Reported Summary · Reported · Equity · Compensation |
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| Compensation Table · Value of Equity · Award · Actually |
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| Total for PEO · Awards (a) · Adjustments (b) · Paid to PEO |
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| Year · ($) · ($) · ($) · ($) |
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| 2025 | $453,081 | $ | - | $57,628 | $510,709 |
| 2024 | $456,461 | $ | - | $245,441 | $701,902 |
| 2023 | $748,095 | | $(140,840) | $392,475 | $999,730 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. |
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| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year · Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation · Total Equity Award Adjustments |
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| Year · ($) · ($) · ($) · ($) · ($) · ($) · ($) |
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| 2025 | $ | - | $62,894 | $ | - | $(5,266) | $ | - | $ | - | $57,628 |
| 2024 | $ | - | $200,408 | $ | - | $45,033 | $ | - | $ | - | $245,441 |
| 2023 | | $245,070 | $101,015 | $ | - | $46,390 | $ | - | $ | - | $392,475 |
| (3) | For fiscal year 2025, amount reflects the average of the amounts reported for the Company’s NEO as a group (excluding Mr. Duff) in the “Total Compensation” column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Duff) included for purposes of calculating the average amount for each of the fiscal years were Ben Naccarato, CFO; Dr. Louis Centofanti, EVP of Strategic Initiatives; and Richard Grondin, EVP of Hanford Waste Operations. For fiscal year 2023, the average amounts also included Andy Lombardo, who held the position of EVP of Nuclear and Technical Services and was an executive officer of the Company, until his retirement from the position effective January 1, 2024. For fiscal year, 2025, the average amounts also included Troy Eshleman, who was appointed to the position of COO of the Company effective January 23, 2025. |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Duff), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to NEOs as a group (excluding Mr. Duff) during the applicable year. See Footnote (3) above for the NEOs (excluding Mr. Duff) included for each of the fiscal years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Duff) for each year to determine the compensation actually paid, using the same methodology described in Note (2): |
| Average Reported Summary Compensation Table Total for Non-PEO NEOs · Average Reported Value of Equity Awards · Average Equity Award Adjustments (a) · Average Compensation Actually Paid to Non-PEO NEOs |
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| Year · ($) · ($) · ($) · ($) |
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| 2025 | $421,137 | | $(74,715) | $110,934 | $457,356 |
| 2024 | $339,341 | $ | - | $116,022 | $455,363 |
| 2023 | $542,263 | | $(65,390) | $184,339 | $661,212 |
(a) The amount deducted or added in calculating the total average equity adjustments are as follows:
| Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year · Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years · Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Average Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year · Fair Value at the Average End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation · Average Total Equity Award Adjustments |
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| Year · ($) · ($) · ($) · ($) · ($) · ($) · ($) |
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| 2025 | | $90,375 | $22,415 | $ | - | $(1,856) | $ | - | $ | - | $110,934 |
| 2024 | $ | - | $94,968 | $ | - | $21,054 | $ | - | $ | - | $116,022 |
| 2023 | | $113,783 | $48,478 | $ | - | $22,078 | $ | - | $ | - | $184,339 |
| (5) | Reflects total shareholder return (“TSR”) based on a fixed investment of $100 on January 2, 2023. |
| (6) | The dollar amounts reported represent the amount of net (loss) income reflected in our consolidated audited financial statements for the applicable year. |
All information provided in the “Pay Versus Performance” table above and the related disclosures will not be deemed to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
