Gary Delanois
About Gary Delanois
Gary Delanois is Chief Executive Officer of American Shared Hospital Services (AMS), appointed April 3, 2025, after joining the company in October 2024 . Under AMS’s pay-versus-performance disclosure, the company delivered FY2024 revenue of $28.34 million (+32.9% YoY) and adjusted EBITDA of $8.9 million (+8.9% YoY), with TSR value of an initial $100 investment rising to $132 in 2024, contextualizing alignment between pay and results . Early in his tenure, Delanois emphasized operational initiatives and a shift toward direct patient services and international expansion, citing growth in Rhode Island centers and Mexico, and developing a new Gamma Knife center in Guadalajara . Education and age were not disclosed in the filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Shared Hospital Services | Chief Executive Officer | 2025–Present | Leads expansion of direct patient services and international centers; operational efficiency initiatives |
| American Shared Hospital Services | Executive (joined AMS) | Oct 2024–Mar 2025 | Commenced employment with initial 120,000 RSU grant; eligible for VCP cash bonus |
External Roles
No external directorships or public company roles were disclosed in the filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) |
|---|---|---|---|
| 2025 | 425,000 | 50% of base | — |
| 2024 | 56,250 | — | 30,000 |
Notes:
- On June 26, 2025, AMS set Delanois’s CEO base salary at $425,000 effective July 2, 2025, with a target performance bonus equal to 50% of base for 2025 .
- In 2024 (partial year starting October), he received $56,250 salary and a $30,000 cash bonus under the Variable Compensation Plan (VCP) .
Performance Compensation
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| VCP (2024): Revenues, Net Income, EBITDA “gates” required before any payout | Not disclosed | Not disclosed | Company met gates | $30,000 cash (Delanois) | Paid in 2025 for 2024 performance |
| Commission Plan (role-specific; Delanois not listed as recipient in 2024) | — | — | — | — | — |
| Equity Incentive (time-based RSUs at employment commencement) | — | — | — | Grant fair value $376,800 (120,000 RSUs) | Vests in five equal annual installments beginning Oct 14, 2025 |
Notes:
- VCP design uses two “gates” based on projected net income and EBITDA; payouts to NEOs are 75% cash, 25% RSUs, except Delanois’s 2024 VCP payout was all cash .
- No option awards were granted to Delanois; his equity awards were RSUs .
Equity Ownership & Alignment
| Item | Amount | Details |
|---|---|---|
| Outstanding equity awards (12/31/2024) | 120,000 RSUs | Market value $382,800; vests in five equal annual installments beginning Oct 14, 2025, subject to continued employment |
| Initial equity grant (2024) | $376,800 grant-date fair value | Awarded upon commencement of employment in Oct 2024 under Incentive Compensation Plan |
| Hedging/Section 16 compliance | — | Company maintains an issuer-assisted Section 16 program; one Form 3 and one Form 4 for Delanois filed late on Oct 31, 2024 due to administrative error |
| Pledging | Not disclosed | — |
Governance mechanics:
- Change-in-control: Outstanding equity accelerates in full unless assumed/replaced; plan administrator may structure single- or double-trigger vesting in connection with CoC or qualifying termination post-CoC .
- Share reserve: 578,000 shares remained available under the Incentive Compensation Plan as of Dec 31, 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; executive officers (including Delanois) do not have employment or severance agreements |
| Severance | No special cash severance provisions for NEOs |
| Change-of-control | Automatic acceleration of outstanding equity awards unless assumed/replaced; administrator discretion to provide immediate vesting or vesting upon termination within a designated period post-CoC |
| Clawback (recoupment) | Company policy to recover erroneously-awarded incentive compensation following designated accounting restatements |
| Tax gross-ups | None provided to NEOs |
| Pension/Deferred comp | No pension, defined benefit, non-qualified deferred compensation, or SERP benefits for NEOs |
Performance & Track Record
Quarterly revenue momentum under early tenure:
| Metric | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Revenue ($USD Millions) | $6.1 | $7.071 | $7.2 |
| YoY change | +17% | +0.2% | +2.5% |
Annual performance baseline:
| Metric | FY 2024 |
|---|---|
| Revenue ($USD Millions) | $28.34 |
| Adjusted EBITDA ($USD Millions) | $8.9 |
Profitability and cash metrics (select disclosures):
- Q1 2025 adjusted EBITDA $0.949 million; net loss attributable to AMS of $0.625 million .
- Q3 2025 EBITDA $1.94 million; net loss reduced to $0.017 million .
- Balance sheet: Cash and equivalents $5.3 million at Sep 30, 2025; shareholders’ equity $24.6 million .
Pay-versus-performance references:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 TSR | $122 | $81 | $132 |
| Net Income ($) | $1,328,000 | $610,000 | $2,186,000 |
Strategic execution signals from CEO commentary:
- Focus on ramping Rhode Island centers, Puebla growth, and Guadalajara Gamma Knife launch; operating efficiencies and economies of scale to maximize profitability .
Compensation Structure Analysis
- Equity mix: Delanois’s awards are RSUs with time-based vesting; no options granted, consistent with AMS’s tilt toward RSUs for executives in recent years .
- Variable pay: VCP tightly linked to revenue, net income, and EBITDA with “gates,” reducing discretionary payouts; Delanois’s 2024 VCP payout was cash-only due to partial-year tenure .
- Governance-friendly features: No employment/severance agreements, no excise tax gross-ups, and an established clawback policy .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: Approximately 97% approval at the 2024 Annual Meeting .
- Committee independence and consultant: Compensation Committee comprised solely of independent directors, previously engaged Meridian (2020, updated 2023) for comparative data and plan design .
Risk Indicators & Red Flags
- Section 16 timeliness: One Form 3 and one Form 4 for Delanois filed late (Oct 31, 2024) due to administrative error, mitigated by issuer compliance support program .
- No repricing or option modifications disclosed; equity acceleration allowable upon change-of-control per plan terms .
- No hedging/pledging disclosures specific to Delanois observed; AMS notes a hedging policy in the proxy .
Equity Ownership & Vesting Schedule Detail
| Award Type | Grant Date | Units/Shares | Vesting Schedule | Market/Grant Value |
|---|---|---|---|---|
| RSUs (time-based) | Commencement in Oct 2024 | 120,000 | Five equal annual installments beginning Oct 14, 2025 | $376,800 grant-date FV ; $382,800 market value at 12/31/2024 |
Employment Terms Summary
| Clause | AMS Policy |
|---|---|
| Contracts/Severance | None; no special cash severance |
| Change-of-Control | Equity acceleration unless assumed; administrator may structure triggers |
| Clawback | Restatement-based recoupment |
| Tax Gross-ups | Not provided |
Investment Implications
- Alignment: Time-based RSUs and VCP “gates” constrain payouts to measurable performance, with FY2024 results (revenue +32.9%, adj. EBITDA +8.9%) supporting a pay-for-performance narrative heading into Delanois’s tenure .
- Execution focus: CEO’s emphasis on scaling direct patient services and international centers is reflected in revenue stability and EBITDA recovery in 2025, though early-year margin pressures and contract expirations impacted leasing segment volumes .
- Risk and governance: The absence of employment/severance agreements reduces parachute risk; clawback and no gross-ups are shareholder-friendly. Equity acceleration under CoC could drive selling pressure on vesting events; monitor RSU vesting dates and any Form 4 activity, noting the prior late filing incident .
- Signal to watch: 2025 bonus determination under the 50% target, quarterly volume trends in Rhode Island/Mexico, and Guadalajara ramp timing will be key for assessing incentive payouts and potential insider transaction cadence .