American Shared Hospital Services (AMS) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 24, 2026, with shareholders voting on director elections, executive compensation, an amended incentive plan, and auditor ratification.

• Shareholders of record as of April 27, 2026, are eligible to vote, with multiple voting methods available including online, phone, mail, and during the virtual meeting.

• Proxy materials, including the annual report, are available electronically, and shareholders are encouraged to vote even if not attending.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation and approval of the amended and restated Incentive Compensation Plan are on the agenda.

• Ratification of Baker Tilly US, LLP as independent auditor for 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The board consists of four directors, with a lead independent director and separate roles for Executive Chairman and CEO.

• All directors attended at least 75% of meetings in 2025, and all attended the 2025 annual meeting.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent except for the Executive Chairman.

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