Quarterly report pursuant to Section 13 or 15(d)

Executive Officer and Board of Director Compensation

v3.21.1
Executive Officer and Board of Director Compensation
 3 Months Ended
Mar. 31, 2021
Executive Officer And Board Of Director Compensation Abstract  
Executive Officer and Board of Director Compensation
15. Executive Officer and Board of Director Compensation

 

Management Incentive Plans (“MIP”)

 

On January 21, 2021, the Company’s Compensation and Stock Option Committee (the “Compensation Committee”) and the Board approved individual MIP for the calendar year 2021 for each Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Executive Vice President (“EVP”) of Strategic Initiatives, EVP of Nuclear and Technical Services and EVP of Waste Treatment Operations. Each of the MIPs is effective January 1, 2021 and applicable for year 2021. Each MIP provides guidelines for the calculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification. Each MIP awards cash compensation based on achievement of performance thresholds, with the amount of such compensation established as a percentage of the executive’s 2021 annual base salary at the time of the approval of the MIP. The potential target performance compensation ranges from 5% to 150% of the base salary for the CEO ($17,220 to $516,600), 5% to 100% of the base salary for the CFO ($14,000 to $280,000), 5% to 100% of the base salary for the EVP of Strategic Initiatives ($11,667 to $233,336), 5% to 100% of the base salary for the EVP of Nuclear and Technical Services ($14,000 to $280,000) and 5% to 100% ($12,000 to $240,000) of the base salary for the EVP of Waste Treatment Operations. Subsequent to the approval of the MIPs for fiscal year 2021 on January 21, 2021 as described above, in February 2021, the Compensation Committee approved a cost of living adjustment of approximately 2.3% to each executive officer’s base salary, effective April 1, 2021. As such, compensation payable, if any, under each of the MIPs for fiscal year 2021 as discussed above for our executives will be adjusted accordingly to reflect this cost of living adjustment.

 

Board Compensation

 

On January 21, 2021, the Company’s Compensation Committee and the Board approved the following revision to the annual compensation of each non-employee Board member and the Board Committee(s) for which the Board member serves, effective January 1, 2021.

 

● each director is to be paid a quarterly fee of $11,500, compared to the previous quarterly fee of $8,000;
● the Chairman of the Board is to be paid an additional quarterly fee of $8,750, compared to the Chairman’s previous additional quarterly fee of $7,500;
● the Chairman of the Audit Committee is to be paid an additional quarterly fee of $6,250, compared to the Audit Chairman’s previous additional quarterly fee of $5,500;
● the Chairman of each of the Compensation Committee, the Corporate Governance and Nominating Committee (the “Nominating Committee”), and the Strategic Advisory Committee (the “Strategic Committee”) is to receive $3,125 in additional quarterly fees. No additional quarterly fees were previously paid to the Chairman of such committees. The Chairman of the Board is not eligible to receive a quarterly fee for serving as the Chairman of any the aforementioned committees ;
● each Audit Committee member (excluding the Chairman of the Audit Committee) is to receive an additional quarterly fee of $1,250; and
● each member of the Compensation Committee, the Nominating Committee, and the Strategic Committee is to receive a quarterly fee of $500. Such fee is payable only if the member does not serve as the Chairman of the Audit Committee, the Nominating Committee, the Strategic Committee or as the Chairman of the Board.

 

Each non-employee Board member will continue to receive $1,000 for each board meeting attendance and a $500 fee for meeting attendance via conference call. Also, each director will continue to receive an option to purchase up to 2,400 shares of the Company’s Common Stock on the date of his re-election to the Board at the Company’s Annual Meeting of Stockholders, with each option having a 10-year term and becoming fully vested after six months from grant date.

 

Each director may continue to elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Plan, with the balance, if any, payable in cash.

 

See below “Note 16 – Subsequent Events - 2003 Plan” for a discussion of a proposed amendment to the 2003 Plan as approved by the Board, subject to the approval by the Company’s Stockholder at the Company’s 2021 Annual Meeting of Stockholders to be held on July 20, 2021.