Fiscal year 2025 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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Brian Coleman | $603,846 | $0 | $0 | $373,999 | $0 | $0 | $571,595 | $1,549,440 |
| Former President and Chief Executive Officer | ||||||||
| Kenneth Gaglione | 53,462 | 0 | 0 | 695,000 | 0 | 0 | 0 | 748,462 |
| President, Chief Executive Officer | ||||||||
| Kathleen Houghton | 396,539 | 0 | 0 | 192,499 | 140,000 | 0 | 6,523 | 735,561 |
| Senior Vice President – Sales and Marketing | ||||||||
| Brian Bertaux | 367,075 | 0 | 0 | 146,370 | 129,500 | 0 | 21,850 | 664,795 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Brian Coleman | $1,549,440 | $1,046,816 | $1,095,224 | +502,624 |
| Kenneth Gaglione | 748,462 | — | 488,004 | — |
| Kathleen Houghton | 735,561 | 531,623 | 519,158 | +203,938 |
| Brian Bertaux | 664,795 | 220,731 | — | +444,064 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Brian Coleman | OPTION | 2025-03-13 | — | — | 140,813 | — | $373,999 |
| Brian Bertaux | OPTION | 2025-03-13 | — | — | 55,109 | — | 146,370 |
| Kenneth Gaglione | OPTION | 2025-11-24 | — | — | 216,309 | — | 695,000 |
| Kathleen Houghton | OPTION | 2025-03-13 | — | — | 72,477 | — | 192,499 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Brian Coleman | $0 | $0 | $373,999 | 0.0% |
| Brian Bertaux | 0 | 0 | 146,370 | 0.0% |
| Kenneth Gaglione | 0 | 0 | 695,000 | 0.0% |
| Kathleen Houghton | 0 | 0 | 192,499 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kenneth Gaglione | Option | 216,309 | 6.7 | — |
| Brian Bertaux | Option | 55,109 | 5.95 | — |
| Kathleen Houghton | Option | 72,477 | 5.95 | — |
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 consultant | Dolores J. Ennico |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 20,945,349 | 3,797,718 | 159,320 | 84.65% | Passed |
| 2025 | 2025-06-11 | 22,779,546 | 864,429 | 721,155 | 96.34% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-10 | 84.65%a |
| 2025 | 2025-06-11 | 96.34%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.
| Ratio (CEO : median employee) | 25 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Vincent P. AbbatecolaIndependent · Audit (Chair) · Compensation · Nominating/Governance | $95,000 | $25,000 | $50,000 | — | $0 | $170,000 |
| Eric A. ProutyIndependent · Audit · Compensation · Nominating/Governance | 85,000 | 25,000 | 50,000 | — | 0 | 160,000 |
| Loan N. MansyIndependent · Audit · Compensation · ESG/Sustainability (Chair) · Nominating and Governance | 60,000 | 50,000 | 50,000 | — | 0 | 160,000 |
| Richard ParrilloIndependent · Audit · Compensation · Nominating and Governance · ESG/Sustainability · Environmental, Health, Safety, Sustainability and Public Policy (Chair) | 85,000 | 25,000 | 50,000 | — | 0 | 160,000 |
| Nicole BulgarinoIndependent · Compensation · ESG/Sustainability | 75,000 | 25,000 | 50,000 | — | 0 | 150,000 |
| Alan SheriffIndependent · Nominating/Governance | 75,000 | 25,000 | 50,000 | — | 0 | 150,000 |
| Kenneth GaglioneEmployee director · Board Chair | 0 | 0 | 0 | 0 | 0 | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $475,000 |
| Equity awards (grant-date value) | $175,000 |
| All other compensation | $0 |
| Total cost of the board | $650,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Hudson Technologies | 2025 | Kenneth 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Brian Coleman | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation”. As printed: 1,549,440. Filing ↗machine: span 176688–176697 |
| 2 | Section 01, Kenneth Gaglione | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation”. As printed: 748,462. Filing ↗machine: span 139312–139319 |
| 3 | Section 01, Kathleen Houghton | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation”. As printed: 735,561. Filing ↗machine: span 164108–164115 |
| 4 | Section 01, Brian Bertaux | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation”. As printed: 664,795. Filing ↗machine: span 151680–151687 |
| 5 | Section 03, Brian Coleman OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 244732–244739 |
| 6 | Section 03, Brian Bertaux OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 235360–235367 |
| 7 | Section 03, Kenneth Gaglione OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Kathleen Houghton OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 240060–240067 |
| 9 | Section 07, pay ratio | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “CEO Pay Ratio”. As printed: 25 : 1. Filing ↗ |
| 10 | Section 08, Vincent P. Abbatecola | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 170,000. Filing ↗ |
| 11 | Section 08, Eric A. Prouty | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 160,000. Filing ↗ |
| 12 | Section 08, Loan N. Mansy | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 160,000. Filing ↗ |
| 13 | Section 08, Richard Parrillo | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 160,000. Filing ↗ |
| 14 | Section 08, Nicole Bulgarino | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 150,000. Filing ↗ |
| 15 | Section 08, Alan Sheriff | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 150,000. Filing ↗ |
| 16 | Section 08, Kenneth Gaglione | DEF 14A | 2026-04-24 | 0001104659-26-048223 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-06-11 | 0001104659-26-072668 | Item 5.07 · say-on-pay result. As reported: 84.65% (votes for as printed: 20,945,349). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-06-12 | 0001104659-25-058886 | Item 5.07 · say-on-pay result. As reported: 96.34% (votes for as printed: 22,779,546). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 03b vehicle mix (computed) | 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 |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 475,000 + equity 175,000 + all other 0 = 650,000, summed across the director compensation table rows.machine: formula: Σ = 650,000 |
| 22 | Hudson Technologies (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048223 | CEO total compensation as printed in Hudson Technologies's own proxy. As printed: 748,462. Filing ↗machine: span 139312–139319 |