Raymond C. Stachowiak
About Raymond C. Stachowiak
Executive Chairman of American Shared Hospital Services (AMS), with prior CEO tenures in 2020–2023 and April 2024–April 2025; joined the AMS Board in 2009. Education: B.S. and MBA from Indiana University; CPA (inactive), Certified Internal Auditor (inactive), Certification in Production and Inventory Management . Age 67 . Under his leadership, AMS delivered 32.9% revenue growth in FY 2024 vs. FY 2023 (to $28.34M) and net income rose to $2.186M; pay-versus-performance TSR improved to $132 on a fixed $100 investment in 2024 (from $81 in 2023) . EBITDA was ~$8.0M in FY 2024 vs. ~$7.5M in FY 2023 and ~$8.0M in FY 2022.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shared Imaging | President & CEO | 1991–2013 | Built preferred independent CT/MRI/PET/CT provider; sold 50% stake to Lubar Equity Fund in 2008; remains 50% owner . |
| AMS | Interim President & CEO | May 2020–Oct 2020 | Stabilized leadership; transitioned to full CEO . |
| AMS | CEO | Oct 2020–Mar 2023; Apr 2024–Apr 2025 | Executed growth initiatives, including retail expansion and acquisitions; returned to Executive Chairman with CEO transition April 3, 2025 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RCS Investments, Inc. | Sole owner | Ongoing | Private investment vehicle; holds AMS shares via related entities . |
| Stachowiak Equity Fund LLC | Owner-manager | Ongoing | Private equity fund; significant indirect AMS holding (shares deemed beneficial, with disclaimer) . |
| Shared Imaging | 50% Owner | Since 2008 | Continued equity interest in diagnostic imaging services . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $275,000 |
| Bonus ($) | — | — |
| All Other Compensation ($) | — | $11,488 |
| Total ($) | $626,600 | $603,288 |
Key practices: Independent Compensation Committee; no guaranteed salary increases or bonuses; no employment or severance agreement .
Performance Compensation
| Metric/Vehicle | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) – time-based | Not tied to financial metrics | N/A | N/A | $316,800 fair value (2024 grant) | 120,000 RSUs granted Mar 22, 2024; 30,000 vest on Apr 1, 2024; 30,000 on Jul 1, 2024; 30,000 on Oct 1, 2024; 30,000 on Jan 1, 2025 . |
| Variable Compensation Plan (VCP) | 0% (does not participate) | N/A | N/A | N/A | N/A . |
| Commission Plan | 0% (does not participate) | N/A | N/A | N/A | N/A . |
Plan features: Equity awards accelerate upon change in control unless assumed/continued; administrator discretion for single/double-trigger structures . Clawback: SEC/NYSE-compliant policy adopted Oct 2, 2024 (three-year lookback on restatements) . Hedging prohibited; insider trading pre-clearance required .
Equity Ownership & Alignment
| Category | Detail | Amount |
|---|---|---|
| Total beneficial ownership | Shares | 1,477,737 |
| Ownership as % of outstanding | Percent | 22.6% of 6,450,144 shares |
| Direct holdings | Shares | 484,000 |
| RCS Investments, Inc. | Shares | 158,500 (wholly-owned by the RC Stachowiak Revocable Trust) |
| Stachowiak Equity Fund LLC | Shares | 760,559 (Trust as managing member and 60% equity; spousal trusts hold 40%; beneficial ownership disclaimed under Rule 13d-4) |
| Options exercisable | Shares, Strike, Expiry | 2,000 @ $3.03 exp. 6/20/26 |
| Options exercisable | Shares, Strike, Expiry | 2,000 @ $2.68 exp. 6/13/25 |
| RSUs unvested at 12/31/2024 | Shares (vested 1/1/2025) | 30,000 (market value $95,700 at 12/31/2024) |
| Shares issuable within 60 days | Options/RSUs | 74,678 |
| Pledging | Status | None currently pledged; general margin accounts may serve as collateral, but none pledged at report date . |
| Ownership guidelines | Formal policy | None; directors/executives as a group own ~23% aligning interests . |
Employment Terms
| Term | Detail |
|---|---|
| Board start date | 2009 |
| Current role | Executive Chairman; previously CEO (Oct 2020–Mar 2023; Apr 2024–Apr 2025) |
| Employment agreement | None |
| Severance/change-of-control | No individual severance agreement; equity awards accelerate unless assumed/continued; plan discretion for single/double trigger |
| Non-compete / non-solicit | Not disclosed |
| Clawback | SEC/NYSE-compliant clawback adopted Oct 2, 2024 |
| Perquisites | Limited; allowance items included in “All Other Compensation” |
Board Governance
- Board leadership: Executive Chairman (Stachowiak); CEO role bifurcated with appointment of Gary Delanois (Apr 3, 2025) and Lead Independent Director (Daniel G. Kelly, Jr.) .
- Independence: Kelly, Miles, Wilson independent; Stachowiak not independent (executive officer) in 2024 .
- Committees & Chairs:
- Compensation: Kelly (Chair); Miles, Wilson .
- Audit: Wilson (Chair; “financial expert”); Kelly, Miles .
- Nominating & Governance: Miles (Chair); Kelly, Wilson .
- Meeting attendance: Board held 4 regular meetings in 2024; each director attended ≥75%; all directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet at least annually; presided by Lead Director .
Director Compensation (context)
Non-employee directors receive $50,000 annual cash retainer (deferral to RSUs optional); no equity grants in 2024; Stachowiak, as executive, is not paid director retainer .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $19,746,000 | $21,325,000 | $28,340,000 |
| EBITDA ($) | $8,020,000* | $7,487,000* | $7,952,000* |
| Net Income ($) | $1,328,000 | $610,000 | $2,186,000 |
| Pay-versus-Performance TSR ($100 initial) | $122 | $81 | $132 |
Drivers: 2024 growth reflected RI radiation therapy acquisition (60% interests) and Puebla, Mexico LINAC opening; Gamma Knife revenue declined on contract expirations; PBRT volumes impacted by hurricanes; bargain purchase gain recorded for RI acquisition .
Compensation Structure Analysis
- Mix: High equity concentration for Executive Chairman (RSUs); no annual cash incentive plans for Stachowiak; at-risk pay linked to equity value alignment .
- Peer benchmarking: Meridian consultant used (2020; updated 2023) to inform pay levels/structure; VCP for other NEOs tracks revenues, net income, EBITDA with gates .
- Governance safeguards: Clawback adopted; hedging prohibited; no excise tax gross-ups; no pension/SERP; limited perquisites .
- Say-on-pay: ~97% approval at 2024 annual meeting, indicating shareholder support for program .
Risk Indicators & Red Flags
- Control environment: Material weakness in internal control over financial reporting as of Dec 31, 2024; remediation underway (new CFO; staffing; process improvements) .
- Debt covenants: Waivers obtained for DFC loan covenants (Mar 28, 2024; Mar 3, 2025); Credit Agreement imposes liquidity and leverage thresholds; long-term debt increased to $20.182M .
- Low trading liquidity: Average daily volume ~21,000 shares in Q4 2024; could amplify volatility and constrain insider liquidity .
- Customer concentration & impairments: Two customers at 35% and 27% of revenue; equipment impairments in 2024; salvage value reduced to $0 on domestic Gamma Knife units .
Equity Ownership & Alignment Signals
- Significant skin-in-the-game: 22.6% beneficial ownership; largest shareholder; direct and indirect holdings via trust and equity fund vehicles align incentives, though Rule 13d-4 disclaimer noted for Equity Fund .
- No current pledging; hedging prohibited; insider trading policy with pre-clearance and blackout periods .
Investment Implications
- Alignment: Large ownership stake and RSU-heavy pay for Executive Chairman align with long-term value creation; absence of cash incentives reduces near-term risk-taking bias .
- Execution risk: Control weaknesses, customer concentration, and equipment impairments increase operational risk; debt covenant compliance and international expansion integration are key monitoring items .
- Board governance: Dual role mitigated by Lead Independent Director and fully independent key committees; continued assessment warranted given Executive Chairman influence and >20% ownership .
- Trading signals: Low float/liquidity may constrain insider selling, dampening near-term selling pressure; any 10b5-1 activity should be evaluated against blackout policies and performance catalysts .
Footnote: *Values retrieved from S&P Global.