Craig K. Tagawa
President at AMS
Executive
About Craig K. Tagawa
Craig K. Tagawa is President of American Shared Hospital Services (AMS) and age 71 as of FY 2024. He has served as President since October 1, 2020; previously COO (1999–September 2022) and CFO (January 1992–October 1995 and May 1996–April 2023). He is CEO and manager of GK Financing LLC (GKF), AMS’s Gamma Knife subsidiary; holds a B.A. from the University of California, Berkeley and an M.B.A. from Cornell University; and serves as CFO and Secretary of the Ernest A. Bates Foundation and on the Board of Directors of Shared Imaging . AMS disclosed pay-versus-performance analyses referencing TSR and GAAP net income; company revenues increased from $19.746M in FY2022 to $28.34M in FY2024, while EBITDA was broadly stable, providing context for incentive outcomes . EBITDA values marked with an asterisk are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Shared Hospital Services (AMS) | President | Oct 2020–present | Executive leadership over AMS; concurrently manager/CEO of GKF . |
| American Shared Hospital Services (AMS) | Chief Operating Officer | 1999–Sep 2022 | Operational leadership during expansion of Gamma Knife footprint . |
| American Shared Hospital Services (AMS) | Chief Financial Officer | 1992–1995; 1996–Apr 2023 | Long-tenured finance leadership and deal structuring; transitioned during CFO search in 2023 . |
| American Shared Hospital Services (AMS) | Various positions | 1988–1992 | Early roles across AMS business functions . |
| GK Financing LLC (GKF) | Chief Executive Officer & Manager | — (current) | Oversees daily operations of GKF, AMS’s Gamma Knife entity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernest A. Bates Foundation | CFO and Secretary | Current | Nonprofit affiliation disclosed in AMS 10-K . |
| Shared Imaging | Board of Directors | Current | Board role disclosed in AMS 10-K . |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $292,500 | $300,000 | $258,462 | $260,483 |
| All Other Compensation ($) | $12,924 | $12,924 | $13,876 | $12,971 |
| Total Compensation ($) | $381,736 | $451,112 | $317,463 | $465,963 |
Notes:
- Base salaries are periodically reviewed by the Compensation Committee based on responsibility, experience, and performance; no guaranteed salary increases .
Performance Compensation
| Program | Metric(s) | Target | Actual | Payout (Cash) | Payout (Equity) | Vesting Terms |
|---|---|---|---|---|---|---|
| Variable Compensation Plan (VCP, 2024 cycle, paid in 2025) | Revenues, Net Income, EBITDA; plus individual operational goals; two “gates” on projected net income and EBITDA must be achieved before any payout | Target bonus 30% of base salary; range 0%–38% of base salary | Both gates met for 2024 | $52,964 | RSUs worth $15,155 | RSUs vest in six months |
| Commission Plan (2024) | Percent of revenues for signing new clients; fixed amounts for contract extensions | Not disclosed | Payments tied to signed new business and extensions | $119,670 | — | N/A (cash) |
Additional equity context:
- Outstanding unvested performance-based RSUs at 12/31/2024: 6,230 units; market value $19,875 based on 12/31/2024 close .
- If highest performance conditions were met for 2024 RSU awards, full grant-date fair value for Mr. Tagawa would have been $24,844 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares), as of April 28, 2025 | 29,888 shares; less than 1% of outstanding |
| Vested vs unvested equity | Unvested performance-based RSUs: 6,230 ($19,875 market value at 12/31/2024) |
| Options | None reported for Tagawa at FY2024 year-end |
| Pledging/Hedging | No pledging reported; note that shares in brokerage accounts may serve as collateral for margin loans; no specific pledges disclosed |
| Group alignment | Directors and executive officers as a group own ~23.8% (not including shares issuable within 60 days), aligning interests with shareholders |
Employment Terms
| Provision | Status |
|---|---|
| Employment agreement | None; no severance agreements for Named Executive Officers |
| Severance (cash) | No special cash severance provisions |
| Change-in-control | Equity awards accelerate in full upon change in control unless assumed/replaced/continued by successor |
| Clawback | Executive compensation recoupment policy for erroneously awarded incentive-based compensation due to designated accounting restatements |
| Tax gross-ups | None for severance or change-in-control |
| Pension/Deferred comp | No pension, defined benefit, or nonqualified deferred compensation plans; no supplemental executive retirement benefits |
| Say-on-Pay | ~97% approval at 2024 Annual Meeting |
Company Performance Context (for incentive alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $19,746,000 | $21,325,000 | $28,340,000 |
| EBITDA ($) | $8,020,000* | $7,487,000* | $7,952,000* |
Values marked with an asterisk were retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: VCP metrics are tied to core financials (revenues, net income, EBITDA) with gating that prevents payout unless profitability thresholds are met; payouts are 75% cash and 25% RSUs that vest in six months, supporting near-term alignment while limiting immediate sell pressure .
- Insider selling pressure: Unvested RSUs from VCP vest six months post-grant and the 6,230 RSUs outstanding at YE2024 represent modest supply; absence of option holdings reduces leverage to upside but also lowers selling incentives from options .
- Retention risk: No employment or severance agreements reduce guaranteed protections, potentially elevating retention risk; however, consistent role continuity since 1988 and ongoing leadership of GKF suggest embedded institutional knowledge .
- Change-of-control economics: Full acceleration of equity upon change-in-control (unless assumed) can incentivize transaction participation, but lack of cash severance and gross-ups mitigates shareholder-unfriendly payouts .
- Governance and alignment: No pledging, presence of a clawback policy, and a strong say-on-pay approval (~97%) indicate favorable governance posture; group ownership concentration further aligns interests with shareholders .