Item
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Principal Officers.
On
January 20, 2022, the Compensation Committee and the Board approved individual MIPs for the calendar year 2022 for Mark Duff, our Chief
Executive Officer (the “CEO”); Ben Naccarato, our Executive Vice President (“EVP”) and Chief Financial Officer
(the “CFO”); Dr. Louis Centofanti, our EVP of Strategic Initiatives; Andy Lombardo, our EVP of Nuclear and Technical Services;
and Richard Grondin our EVP of Waste Treatment Operations (collectively, the “Executive Officers”). Each of the MIPs is effective
January 1, 2022 and applicable for year 2022. Each MIP provides guidelines for the calculation of annual cash incentive-based compensation,
subject to Compensation Committee oversight and modification.
The
performance compensation under each MIP for the Executive Officers is based upon meeting certain of the Company’s separate target
objectives during 2022 as described in Exhibit 99.5 to 99.9 of this report.
Certain
targets set forth in each of the 2022 MIPs take into account the Board-approved budget for 2022 as well as the Compensation Committee’s
expectation for performance that in its estimation would warrant payment of incentive cash compensation. In formulating certain targets,
the Compensation Committee and the Board considered 2021 results, economic conditions, potential continued impact of COVID-19 and forecasts
for 2022 government spending.
Assuming
each target objective is achieved under the same range for each MIP, the total potential target performance compensation payable ranges
from 25% to 150% of the 2022 base salary for the CEO ($93,717 to $562,304), 25% to 100% of the 2022 base salary for the CFO ($76,193
to $304,772), 25% to 100% of the 2022 base salary for the EVP of Strategic Initiatives ($63,495 to $253,980), 25% to 100% of the 2022
base salary for the EVP of Nuclear and Technical Services ($76,193 to $304,772) and 25% to 100% ($65,308 to $261,233) of the 2022 base
salary for the EVP of Waste Treatment Operations.
Performance
compensation under the 2022 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial
statements for 2022.
The
Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described
below, at any time and for any reason.
The
total to be paid to the Executive Officers under the MIPs shall not exceed 50% of the Company’s pre-tax net income prior to the
calculation of performance compensation.
The
Compensation Committee and the Board determined that no performance payments would be made to the Executive Officers under their 2021
MIPs. In lieu of any performance payments to the Executive Officers under the 2021 MIPs and in an attempt to retain the Executive Officers,
on January 20, 2022, the Compensation Committee and the Board determined that the base annual compensation for each Executive Officer
for 2022 is increased by approximately 6.4% to offset the cost of living increase. The annual base compensation of each Executive Officer
for 2022 is set forth in the attached MIP for that Executive Officer.
The
descriptions of the 2022 MIPs contained herein are qualified by reference to the respective MIPs attached as exhibits 99.5 to 99.9 to
this Report.