Kathleen Miles
Director at AMS
Board
About Kathleen Miles
Independent director at American Shared Hospital Services (AMS) since December 2021; age 68. She served as Chief Counsel, Public Finance at The PNC Financial Services Group from 2014 through April 11, 2025, and has 20+ years of public finance experience as a lawyer and regulator. Education: B.A. in Government from Radcliffe College of Harvard University and J.D. from the University of Virginia School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The PNC Financial Services Group, Inc. | Chief Counsel, Public Finance | 2014 – April 11, 2025 | Senior legal leadership in public finance; 20+ years’ public finance experience as lawyer and regulator (company biography) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed | — | No other public company directorships or committee roles disclosed for Ms. Miles in AMS proxy |
Board Governance
- Independence: AMS states Ms. Miles was an independent director under NYSE American rules and Exchange Act Rule 10A-3 during 2024; all standing committees meet independence requirements .
- Committee assignments (2024):
- Nominating & Corporate Governance Committee: Chair; met once in 2024 .
- Compensation Committee: Member; met two times in 2024 .
- Audit Committee: Member; met four times in 2024 (chair: Vicki L. Wilson) .
- Attendance: The Board held four regular meetings in 2024, and each director attended at least 75% of the aggregate 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 .
- Risk oversight: Committee charters delineate risk oversight—Audit (financial reporting/auditors), Compensation (program risk), Nominating & Corporate Governance (board organization/succession/governance) .
Committee Detail (2024)
| Committee | Role (Miles) | Meetings (2024) | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 1 | Nominates directors; board nominated Miles and others in March 2025 |
| Compensation | Member | 2 | Oversees executive comp; can hire independent consultants |
| Audit | Member | 4 | Reviews financial reporting/internal controls; Wilson as Chair; Moss Adams ratification supported |
Fixed Compensation
| Year | Annual Retainer (Cash) | Meeting/Committee Fees | Total |
|---|---|---|---|
| 2023 | $50,000 | None disclosed | $50,000 |
| 2024 | $50,000 | None disclosed | $50,000 |
- Deferral option: Non-employee directors may elect to convert all/part of the retainer into RSUs under the Deferral Election Program; no directors deferred their 2023 or 2024 retainers. As of December 31, 2024, only Mr. Kelly held deferred vested RSUs; Ms. Miles had none under the deferral program .
Performance Compensation
| Item | Detail |
|---|---|
| Automatic Grant Program (Directors) | Initial grant upon first election: stock options (≤10,000 shares) and RSUs (≤3,000 shares), vesting over 4 annual installments; annual director grants (if awarded) capped at options ≤3,000 and RSUs ≤1,000, vesting after one year . |
| 2024 Equity Grants to Directors | None granted to non-employee directors in 2024 . |
| Ms. Miles – Initial RSU Grant | 3,000 RSUs granted upon her 2021 election; 2,250 were vested as of December 31, 2024 and the remainder vest on December 28, 2025 . |
| Option Awards | None disclosed for Ms. Miles; options outstanding noted only for Mr. Kelly . |
| Performance metrics tied to director pay | None disclosed; director compensation is retainer and potential equity grants under the program . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ms. Miles . |
| Interlocks with AMS competitors/suppliers/customers | None disclosed for Ms. Miles . |
| Prior public boards | Not disclosed . |
Expertise & Qualifications
- 20+ years of public finance experience as lawyer and regulator; senior legal role at PNC Public Finance .
- Committee leadership: Chair, Nominating & Corporate Governance Committee; member of Compensation and Audit Committees .
- Education: B.A. Government (Harvard/Radcliffe); J.D. (University of Virginia School of Law) .
- Board skills cited by AMS among nominees include finance and corporate governance expertise, aligning with her committee roles .
Equity Ownership
| Date (Record) | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| April 26, 2024 | 1,500 | <1% | Reflects ownership table; RSUs vested/unvested described below . |
| April 28, 2025 | 2,250 | <1% | Company notes none of the reported shares are pledged as collateral for outstanding indebtedness . |
- RSUs outstanding: Miles received 3,000 RSUs at election (2021); 2,250 vested by 12/31/2024; remaining RSUs vest on 12/28/2025 .
- Pledging/Hedging: Proxy states, except as noted, none of the reported beneficially owned shares are currently pledged as security for any outstanding loan or indebtedness; no hedging disclosure specific to Ms. Miles was noted .
- Ownership guidelines: The proxy states no formal stock ownership guidelines/policies for executive officers; it does not disclose director-specific ownership guidelines. Directors and officers as a group own ~23% of outstanding shares, aligning interests with shareholders .
Governance Assessment
- Independence and engagement: Ms. Miles is deemed independent, chaired the Nominating & Corporate Governance Committee, and served on Audit and Compensation—indicating strong governance involvement. The Board reports ≥75% attendance for each director and full director attendance at the 2024 annual meeting—supportive of engagement .
- Compensation alignment: Director pay is modest and primarily fixed ($50,000 retainer), with limited equity via a structured grant program; no equity grants in 2024 further reduces pay-related risk. Optional deferral to RSUs exists but was not used by directors in 2024, and Miles’ equity exposure is small in absolute terms, which may modestly constrain “skin in the game” .
- Risk controls: All committees meet independence standards; Audit Committee met 4x and oversees auditor independence and financial reporting; AMS adopted an Exchange Act-compliant clawback policy in Oct 2024 for executive incentive compensation—positive governance tone at the top (albeit executive-focused) .
- Conflicts and related parties: No related-party transactions or conflicts involving Ms. Miles are disclosed in the proxies reviewed—no interlocks or external roles suggesting conflicts were identified .
- RED FLAGS: None identified for Ms. Miles. No attendance issues, no pledging, no related-party ties, and no option repricings or extraordinary director pay actions were disclosed .
Note: Board diversity context—two of the four directors are African American and two of three standing committees are chaired by African American women—reflects stated commitment to diversity and inclusion at the board level .