American Shared Hospital Services (AMS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 26, 2025, to elect four directors, hold advisory votes on executive compensation and its frequency, and ratify the appointment of the independent auditor.

• Shareholders of record as of April 28, 2025, are entitled to vote, with multiple voting methods available including online, phone, mail, or in-person.

• The Board recommends voting for all proposals, including annual advisory votes on executive compensation.

Voting matters and shareholder proposals

• Four director nominees are up for election: Daniel G. Kelly, Jr., Kathleen Miles, Raymond C. Stachowiak, and Vicki L. Wilson.

• Advisory votes will be held on executive compensation and on whether such votes should occur every 1, 2, or 3 years, with the Board recommending annual votes.

• Shareholders will vote to ratify Moss Adams LLP as the independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• The Board consists of four members, all standing for re-election, with a mix of executive and independent directors.

• Leadership structure separates the roles of Executive Chairman and CEO, with an independent Lead Director.

• The Board and its committees (Audit, Compensation, Nominating and Corporate Governance) meet regularly and are in compliance with NYSE American independence requirements.

• The Board values diversity, with two African American directors and two committees chaired by African American women.