Daniel Kelly

About Daniel G. Kelly, Jr.

Independent director and Lead Director of American Shared Hospital Services (AMS) since 2016, age 73. Former partner at Davis Polk & Wardwell (1999–2015; co-founded the Silicon Valley office) with extensive corporate transaction and board advisory experience; earlier roles include senior officer at a major investment bank and chief legal officer of an NYSE-listed corporation. Education: B.A. in History from Yale University and J.D. from Columbia Law School. External board roles include Director at Ares Capital Corporation (Nasdaq) and Chairman of the Board of Trustees at Choate Rosemary Hall .

Past Roles

Organization	Role	Tenure	Committees/Impact
Davis Polk & Wardwell LLP	Partner; co-founded Silicon Valley office	1999–2015	Led complex corporate transactions; senior advisor to boards and special committees
Major investment banking firm	Senior officer	Not disclosed	Senior leadership; corporate finance oversight (details not disclosed)
NYSE-listed corporation	Chief Legal Officer	Not disclosed	Corporate legal leadership and governance (details not disclosed)
Other law firms	Partner involved in management	Not disclosed	Law firm management responsibilities (details not disclosed)

External Roles

Organization	Role	Tenure	Committees/Impact
Ares Capital Corporation (Nasdaq)	Director	Current	Committee roles not disclosed
Choate Rosemary Hall	Chairman, Board of Trustees	Current	School governance leadership

Board Governance

Independence: Determined independent under NYSE American and SEC Rule 10A‑3; independent directors comprise all three standing committees .
Lead Independent Director: Serves as Lead Director coordinating non-management directors and presiding over executive sessions .
Committee assignments and chair roles (2024):
- Compensation Committee: Chair (members: Kelly, Miles, Wilson); met 2 times in 2024 .
- Audit Committee: Member (chair: Wilson; members: Kelly, Miles, Wilson); 4 meetings in 2024; Wilson deemed “financial expert” .
- Nominating & Corporate Governance Committee: Member (chair: Miles); met once in 2024 .
Board meeting attendance: Board held four regular meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting in person .
Executive sessions: Independent directors meet in executive session at least annually; Lead Director presides .
Board leadership structure: Executive Chairman role separated from CEO as of April 3, 2025; Lead Director role maintained to ensure independent oversight .

Fixed Compensation

Metric	2023	2024
Annual Director Retainer (Cash)	$50,000	$50,000

Meeting fees and committee chair fees: Not disclosed; non-employee directors are reimbursed for meeting-related expenses .
Payment form: Retainer payable in cash; directors may elect to defer retainer into RSUs under the Deferral Election Program .

Performance Compensation

Program Element	Quantitative Terms	Vesting/Settlement	Notes
Automatic Grant Program – Initial Option	Up to 10,000 shares	Vests in four equal annual installments	Granted upon first election as non-employee director
Automatic Grant Program – Initial RSU	Up to 3,000 shares	Vests in four equal annual installments	Granted upon first election
Annual Option Grant	Up to 3,000 shares	Vests after one year of Board service	For continuing non-employee directors
Annual RSU Grant	Up to 1,000 shares	Vests after one year of Board service	For continuing non-employee directors
Deferral Election Program (Retainer → RSUs)	RSU quantity = retainer $ / closing price on specified date	RSUs vest per program; share issuance deferred until cessation of Board service	Elections due by Dec 31 for continuing directors; 30 days from start for new directors
Director Equity Grants (actual)	None granted to non-employee directors in 2023 or 2024	N/A	No new director equity awards in 2023 and 2024

Individual equity position: As of 12/31/2024, Mr. Kelly held options to purchase 6,000 AMS shares under the Automatic Grant Program; he also held deferred vested RSUs covering 46,064 shares under the Deferral Election Program .

Other Directorships & Interlocks

Company/Institution	Market	Role	Potential Interlock/Notes
Ares Capital Corporation	Nasdaq Global Select Market	Director	Specialty finance board role; no AMS related-party transactions disclosed
Choate Rosemary Hall	Private school	Chairman, Board of Trustees	Non-profit governance

Expertise & Qualifications

Corporate transactions: Extensive practice advising companies, private equity funds, and financial institutions on complex transactions; senior advisor to boards and special committees .
Governance and financial oversight: Board cites significant expertise across finance, public company accounting and reporting, strategic planning, operations management, and corporate governance among nominees (applies to Mr. Kelly) .
Legal credentials: Former partner at Davis Polk; prior CLO of an NYSE-listed firm; J.D. Columbia Law School .

Equity Ownership

Metric	2024 (as of 4/26/2024)	2025 (as of 4/28/2025)
Beneficially Owned Shares	57,664; <1% of outstanding	55,664; <1% of outstanding
Shares Issuable within 60 days (options + RSUs)	54,064	52,064
Options Held (Outstanding)	8,000 (as of 12/31/2023)	6,000 (as of 12/31/2024)
Deferred Vested RSUs	46,064	46,064
Shares Pledged as Collateral	None (per table note; except brokerage accounts may serve as margin collateral)

Ownership base: Percentages calculated on 6,330,144 shares outstanding (2024) and 6,450,144 (2025), per proxy record dates .
Hedging policy: Company prohibits hedging and derivative transactions by directors .

Governance Assessment

Strengths:
- Independent Lead Director with committee leadership (Compensation Chair) enhances oversight of Executive Chairman/CEO transitions and compensation design .
- Full compliance with NYSE American independence standards; independent directors populate all standing committees .
- Robust committee cadence (Audit: 4; Compensation: 2; Nominating: 1 in 2024) and ≥75% attendance indicate active engagement .
- Clawback policy adopted October 2, 2024 aligns with SEC Rule 10D-1 requirements, strengthening pay-for-performance accountability .
- Strong shareholder support for Say‑on‑Pay (≈97% approval in 2024; ≈90% in 2023) indicates positive investor sentiment toward governance and compensation .
Alignment signals:
- Deferral Election Program (retainer to RSUs) and personal holdings (deferred vested RSUs 46,064; options 6,000) demonstrate tangible “skin in the game” despite <1% individual stake .
- Hedging prohibition reduces misalignment risk .
Watch items / potential red flags:
- No formal stock ownership guidelines disclosed for executive officers; director ownership guideline disclosure not provided, relying on voluntary deferral and equity programs for alignment .
- No director‑specific performance metrics tied to board compensation; equity awards for directors were not granted in 2023–2024, potentially limiting at‑risk pay linkage (though deferral into RSUs is available) .
- Related party transactions: Audit Committee oversees per charter; no specific related‑party transactions involving Mr. Kelly disclosed .

Overall, Mr. Kelly’s independence, Lead Director role, and committee leadership support board effectiveness; equity alignment exists via RSU deferrals and options, while formal ownership guidelines are not disclosed. Strong Say‑on‑Pay outcomes and adoption of clawbacks bolster investor confidence .

Additional Notes (Process and Compliance)

Section 16 compliance: Company’s assistance program and review found late filings only for a Form 3 and Form 4 by Gary Delanois (Oct 31, 2024) due to administrative error; no late filings noted for Mr. Kelly .
Committee charters and Corporate Governance Guidelines are posted on AMS’s investor website; independent director executive sessions occur at least annually .