Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain officers.
On
August 10, 2020, the Board of Directors (the “Board”) of Perma-Fix Environmental Services, Inc. (the “Company”)
unanimously elected Lieutenant General (Ret.) Thomas P. Bostick (“General Bostick”), age 63, to the
Company’s Board. The Board also unanimously determined that, as of the date of his election, General Bostick qualified
as an “Independent Director” under applicable NASDAQ rules.
General Bostick is currently the Managing
Partner, Sustainability, of Ridge-Lane Limited Partners, a position he has held since July 2016. Ridge-Lane Limited Partners is
a strategic advisory and venture development firm focused on root-cause solutions to grand challenges in education, sustainability,
and information technology, with a team of general partners, venture partners, and senior advisors who serve at the highest level
of finance, government, and military. General Bostick previously served as the Chief Operating Officer and President of
Intrexon Bioengineering from November 2017 to February 2020, a division of Intrexon Corporation (formerly NASDAQ: XON; now NASDAQ:
PGEN). Intrexon Bioengineering addresses global challenges across food, agriculture, environmental,
energy, and industrial fields by advancing biologically engineered solutions to improve sustainability and efficiency. As the
Chief Operating Officer and President of Intrexon Bioengineering, General Bostick oversaw operations across the Company’s
multiple technology divisions, driving efficiency and effectiveness in the application of the Company’s asset toward its
development projects. General Bostick’s tenure with Intrexon Bioengineering included leading a major restructuring
of Intrexon Corporation.
General
Bostick had a distinguish career in the U.S. military. General
Bostick retired as the 53rd U.S. Army Chief of Engineers
and the Commanding General of the U.S. Army Corps of Engineers (USACE) serving as the senior military officer, overseeing and
supervising most of the Nation’s civil works infrastructure and military construction, hundreds of environmental protection
projects, as well as managing 34,000 civilian employees and military personnel in over 110 countries around the world. As the
Chief of Engineers, General Bostick led a $5 billion recovery program after
Superstorm Sandy.
Before
his command of USACE, General Bostick served in a variety of command and staff
assignments with the U.S. Army both in the U.S. and abroad including the Deputy Chief of Staff, G-1, Personnel, U.S. Army; Commanding
General, U.S. Army Recruiting Command; Assistant Division Commander, 1st Cavalry Division; Executive Officer to the Chief of Engineers;
Executive Officer to the Army Chief of Staff; and Deputy Director of Operations for the National Military Command Center, J-3,
the Joint Staff in the Pentagon.
General Bostick’s
military honors and decorations include the Distinguished Service Medal, the Defense Superior Service Medal, the Bronze Star,
the Legion of Merit with two oak leaf clusters, the Defense Meritorious Service Medal, the Meritorious Service Medal with four
oak leaf clusters, the Joint Service Commendation Medal, the Army Commendation Medal, the Army Achievement Medal with one oak
leaf cluster, the Combat Action Badge, the U.S Parachutist badge, the Army Recruiter Badge, and the Ranger Tab.
General
Bostick was a special assistant to the Secretary of Veterans Affairs during his time as a White House Fellow. He
graduated with a Bachelor of Science degree from the U.S. Military Academy at West Point and later returned to the
Academy to serve as an Associate Professor of Mechanical Engineering. He holds Master’s degrees in Civil Engineering
and Mechanical Engineering from Stanford University and a Doctorate in Systems Engineering from George Washington University.
General Bostick is a Member of the National Academy of Engineering, and the
National Academy of Construction.
At
this time, the Board has not named General Bostick to any Board Committees.
The
members of the Board are elected to the Board for a term expiring as of the Company’s next Annual Meeting of Shareholders,
including those elected by the Board to fill a vacancy on the Board. As a result, General Bostick will be subject to reelection
to the Board at the Company’s 2021 Annual Meeting of Shareholders.
Pursuant
to the Company’s 2003 Outside Directors Stock Plan (“Outside Directors Stock Plan”), upon election to the Board,
General Bostick will receive an option to purchase up to 6,000 shares of the Company’s common stock at an exercise
price of $7.29 per share, which was the closing price of a share of the Company’s common stock on the NASDAQ on the trading
day immediately prior to August 10, 2020, as provided in the Company’s 2003 Outside Directors Stock Plan. The option will
vest six months from date of grant and has a term of ten years. As a director, General Bostick is entitled to receive a
quarterly fee of $8,000, a fee of $1,000 for each board meeting he attends in person, and a $500 fee for each meeting he attends
via conference call. Under the Outside Directors Stock Plan, each outside director, including General Bostick, shall receive
at the director’s option, either 65% or 100% of his director’s fee in the Company’s common stock. If an outside
director elects to receive 65% of his director’s fee in common stock, then he will receive (1) the number of shares of common
stock determined by dividing 65% of his director’s fee by 75% of the fair market value of one share of the Company’s
common stock and (2) 35% in cash or its equivalent. If the outside director elects to receive 100% of his fee in the Company’s
common stock, he will receive the number of shares of common stock determined by dividing his director’s fee by 75% of the
fair market value of one share of the Company’s common stock. For purposes of calculating the foregoing, the fair market
value of one share of the Company’s common stock will be the closing price for one share of the Company’s common stock
on the business day immediately preceding the date that the director’s fee is due.
There
are no transactions involving General Bostick and the Company required to be reported under Item 404(a) of Regulation S-K.