Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-11

Hudson Technologies (HDSN)

CEO Kenneth Gaglione was paid $748,462 in fiscal year 2025 (SEC filing 0001104659-26-048223 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,549,440
Brian Coleman total, FY2025
Former President and Chief Executive Officer — highest-paid officer; CEO Kenneth Gaglione: $748,462
—
CEO (Kenneth Gaglione) pay percentile vs peers
25:1
CEO-to-median pay ratio
84.65%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Kenneth Gaglione (President, Chief Executive Officer), FY2025 total compensation $748,462 (base salary $53,462) [exec_comp, SEC accession 0001104659-26-048223, filed 2026-04-24]

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HDSN's next annual pay disclosure, estimated April 24, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Brian Coleman$603,846$0$0$373,999$0$0$571,595$1,549,440
Former President and Chief Executive Officer
Kenneth Gaglione53,46200695,000000748,462
President, Chief Executive Officer
Kathleen Houghton396,53900192,499140,00006,523735,561
Senior Vice President – Sales and Marketing
Brian Bertaux367,07500146,370129,500021,850664,795
Chief Financial Officer and Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Brian Coleman$1,549,440$1,046,816$1,095,224↑ +502,624
Kenneth Gaglione748,462—488,004—
Kathleen Houghton735,561531,623519,158↑ +203,938
Brian Bertaux664,795220,731—↑ +444,064

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against HDSN
3 companies name HDSN as a compensation peer

Each company listed discloses HDSN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HDSN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Brian ColemanExecutive$1,549,440
Brian BertauxCFO$664,795
Kathleen HoughtonSVP$735,561
Kenneth GaglioneCEO$748,462
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Alan SheriffIndependent Director—
Eric A. ProutyIndependent Director$160,000
Loan N. MansyIndependent Director$160,000
Nicole BulgarinoIndependent Director$150,000
Richard ParrilloIndependent Director$160,000
Vincent P. AbbatecolaIndependent Director$170,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Brian ColemanOPTION2025-03-13——140,813—$373,999
Kathleen HoughtonOPTION2025-03-13——72,477—192,499
Brian BertauxOPTION2025-03-13——55,109—146,370
Kenneth GaglioneOPTION2025-11-24——216,309—695,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Brian Coleman$0$0$373,9990.0%
Kathleen Houghton00192,4990.0%
Brian Bertaux00146,3700.0%
Kenneth Gaglione00695,0000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kenneth GaglioneOption216,3096.7—
Brian BertauxOption55,1095.95—
Kathleen HoughtonOption72,4775.95—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is intended to attract, motivate, retain, and reward employees of outstanding ability, link changes in employee compensation to individual and corporate performance, and align employees' interests with those of the Company's shareholders. The ultimate objective is to increase shareholder value through a total compensation approach that includes competitive base salary, bonus pay based on annual performance, and longer-term equity incentive awards.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantDolores J. Ennico
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1020,945,3493,797,718159,32084.65%Passed
20252025-06-1122,779,546864,429721,15596.34%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1084.65%a
20252025-06-1196.34%b

a. Approved under the standard stated in the filing — “Failures to vote, broker non-votes, abstentions and votes withheld will not be considered "votes cast" and will therefore have no effect on the outcome of these Proposals.”.

b. Approved under the standard stated in the filing — “Failures to vote, broker non-votes, abstentions and votes withheld will not be considered "votes cast" and will therefore have no effect on the outcome of these Proposals.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)25 : 1
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Vincent P. AbbatecolaIndependent · Audit (Chair) · Compensation · Nominating/Governance$95,000$25,000$50,000—$0$170,000
Eric A. ProutyIndependent · Audit · Compensation · Nominating/Governance85,00025,00050,000—0160,000
Loan N. MansyIndependent · Audit · Compensation · ESG/Sustainability (Chair) · Nominating and Governance60,00050,00050,000—0160,000
Richard ParrilloIndependent · Audit · Compensation · Nominating and Governance · ESG/Sustainability · Environmental, Health, Safety, Sustainability and Public Policy (Chair)85,00025,00050,000—0160,000
Nicole BulgarinoIndependent · Compensation · ESG/Sustainability75,00025,00050,000—0150,000
Kenneth GaglioneEmployee director · Board Chair000000
Alan SheriffIndependent · Nominating/Governance————0—
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer$100,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 10,000 / 10,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$400,000
Equity awards (grant-date value)$150,000
All other compensation$0
Total cost of the board$550,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Hudson Technologies2025Kenneth Gaglione$53,462$0$695,000$0$748,462

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Hudson Technologies in fiscal 2025?
As disclosed, Brian Coleman (Former President and Chief Executive Officer) was the highest-paid executive at Hudson Technologies in fiscal 2025, with total compensation of $1,549,440.
What is Hudson Technologies's CEO-to-median employee pay ratio?
As disclosed, Hudson Technologies's CEO-to-median employee pay ratio was 25:1.
How did shareholders vote on Hudson Technologies's executive compensation?
As disclosed, 84.65% of shareholders supported Hudson Technologies's executive compensation in the latest say-on-pay vote.
How much does Hudson Technologies spend in total on board compensation for fiscal 2025?
As disclosed, Hudson Technologies reported total board compensation of $550,000 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Brian ColemanDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation”. As printed: 1,549,440. Filing ↗machine: span 176688–176697
2Section 01, Kenneth GaglioneDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation”. As printed: 748,462. Filing ↗machine: span 139312–139319
3Section 01, Kathleen HoughtonDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation”. As printed: 735,561. Filing ↗machine: span 164108–164115
4Section 01, Brian BertauxDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation”. As printed: 664,795. Filing ↗machine: span 151680–151687
5Section 03, Brian Coleman OPTIONDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 244732–244739
6Section 03, Kathleen Houghton OPTIONDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 240060–240067
7Section 03, Brian Bertaux OPTIONDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 235360–235367
8Section 03, Kenneth Gaglione OPTIONDEF 14A2026-04-240001104659-26-048223Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
9Section 07, pay ratioDEF 14A2026-04-240001104659-26-048223Section “CEO Pay Ratio”. As printed: 25 : 1. Filing ↗
10Section 08, Vincent P. AbbatecolaDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 170,000. Filing ↗machine: span 461837–461844
11Section 08, Eric A. ProutyDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 160,000. Filing ↗machine: span 474506–474513
12Section 08, Loan N. MansyDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 160,000. Filing ↗machine: span 468171–468178
13Section 08, Richard ParrilloDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 160,000. Filing ↗machine: span 471327–471334
14Section 08, Nicole BulgarinoDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 150,000. Filing ↗machine: span 464993–465000
15Section 08, Kenneth GaglioneDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Alan SheriffDEF 14A2026-04-240001104659-26-048223Section “Director Compensation”. As printed: —. Filing ↗
17Section 06, 2026 voteForm 8-K2026-06-110001104659-26-072668Item 5.07 · say-on-pay result. As reported: 84.65% (votes for as printed: 20,945,349). Filing ↗
18Section 06, 2025 voteForm 8-K2025-06-120001104659-25-058886Item 5.07 · say-on-pay result. As reported: 96.34% (votes for as printed: 22,779,546). Filing ↗
19Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
21Section 09b board cost (computed)Computed——Cash 400,000 + equity 150,000 + all other 0 = 550,000, summed across the director compensation table rows.machine: formula: Σ = 550,000
22Hudson Technologies (subject), Section 10b CEO totalDEF 14A2026-04-240001104659-26-048223CEO total compensation as printed in Hudson Technologies's own proxy. As printed: 748,462. Filing ↗machine: span 139312–139319