Benjamin A. Shaw - Director | ALPHA PRO TECH (APT) Executive Profile & Compensation

About Benjamin A. Shaw

Benjamin A. Shaw (age 46) is an independent director of Alpha Pro Tech, Ltd. (APT) since April 2023. He serves as Senior Director & Controller, Accounting Operations at Western Governors University (2019–present) and previously held audit leadership roles at Tanner LLC (2011–2019). The Board designated Shaw as an “audit committee financial expert,” reflecting deep expertise in US GAAP, SEC reporting, internal controls, and risk assessment .

Past Roles

Organization	Role	Tenure	Committees/Impact
Western Governors University	Senior Director & Controller, Accounting Operations	2019–present	Leads accounting operations; expertise in internal controls and financial reporting
Tanner LLC	Director and Senior Manager, Audit Department	2011–2019	Public company audit experience; US GAAP and SEC reporting knowledge

External Roles

Organization	Role	Tenure	Notes
Western Governors University	Senior Director & Controller	2019–present	Non-profit; operational finance leadership
Tanner LLC	Audit leadership roles	2011–2019	Prior employer; Tanner is APT’s current independent auditor (see Governance Assessment)

Board Governance

Independence: The Board affirmed Shaw’s independence under NYSE American and SEC standards; he is one of four non-employee independent directors .
Committee leadership: Audit Committee Chair; designated audit committee financial expert .
Committee memberships: Audit (Chair; 4 meetings in 2024), Nominating/Governance (member; 1 meeting in 2024) .
Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings; in 2023, each attended 100% during their service periods .
Board leadership: No designated Lead Independent Director; non-management directors meet in executive sessions; majority independent Board .

Committee	Role	Meetings (2024)	Notes
Audit	Chair	4	Shaw designated “audit committee financial expert”
Nominating/Governance	Member	1	Focus on director selection, governance guidelines

Fixed Compensation

Year	Cash Retainer ($)	Chair Fees ($)	Total Cash ($)	Payment Timing
2024	30,000	11,000 (Audit Chair)	41,000	Paid bi-annually in June and December
2023	29,000	—	30,000	Paid bi-annually in June and December

Performance Compensation

Grant Date	Award Type	Shares/Options	Grant-Date Fair Value ($)	Vesting	Notes
2024-09-30	RSUs	4,740	27,018	First anniversary (time-based)	Granted to each non-employee director
2023-09-28	Stock Options	18,560	78,509	Over first three anniversaries (time-based)	9,280 standard grant + 9,280 new director bonus

Performance metrics tied to director equity awards: None disclosed; awards vest based on time, not financial or ESG targets .

Other Directorships & Interlocks

Other public company boards: None disclosed for Shaw in the last five years .
Interlocks/relationships: Prior employment at Tanner LLC (2011–2019); Tanner is APT’s current independent registered public accounting firm (fees: $282,208 in 2024). The Board maintains auditor independence oversight and has affirmed Shaw’s independence; nonetheless, his prior affiliation warrants monitoring for perceived conflicts .

Expertise & Qualifications

Audit committee financial expert; satisfies NYSE American accounting and financial management expertise requirements .
Skills: Public company audit, US GAAP/SEC reporting, internal controls, risk assessment, management, and financial reporting .

Equity Ownership

As Of	Shares Beneficially Owned	Ownership %	Vested Options	Unvested Options	RSUs Outstanding
2025-04-14	6,187 (all via currently exercisable options)	<1%	6,187	12,373	4,740 (grant on 2024-09-30, vests on first anniversary)

Policies impacting alignment:

Hedging/pledging prohibition for directors and officers under Insider Trading Policy (Exhibit 19 to 2024 10-K), enhancing alignment with shareholders .

Governance Assessment

Strengths:
- Audit Committee Chair with formal “financial expert” designation; strong oversight credentials in accounting, controls, and risk .
- Independence affirmed; majority-independent committees (Audit, Compensation, Nominating/Governance) .
- Director equity grants (RSUs in 2024) and options (2023) support ownership alignment; hedging/pledging prohibited .
- Shareholder support: Say-on-Pay approval 94.4% in 2024; 93.4% in 2023, signaling overall investor confidence in compensation governance .
Watch items / RED FLAGS:
- Prior employment at Tanner LLC while Tanner serves as APT’s auditor could be perceived as an independence optics issue despite the Board’s independence determination and PCAOB/independence procedures; continued robust auditor oversight is prudent. RED FLAG (optics) .
- No designated Lead Independent Director; consider formalizing the role to strengthen independent Board leadership. RED FLAG (structure) .
- Attendance disclosure is aggregate; while 2024 was ≥75% for all incumbents (100% in 2023), company should continue individual-level transparency for best practices .
Compensation structure trend:
- Year-over-year shift from stock options (2023) to RSUs (2024) for directors reduces performance leverage and risk, increasing guaranteed equity value; monitor balance of at-risk versus fixed equity .
- Cash retainer increased from $29,000 (2023) to $30,000 (2024); Audit Chair fee remained $11,000, reflecting continued emphasis on audit oversight responsibilities .
Related-party transactions:
- Company reports no related-person transactions requiring disclosure since the start of fiscal 2023; the Board maintains a formal related-person transaction review policy .
Board process/engagement:
- Executive sessions of non-management directors are held; committee charters publicly available; governance processes articulated .

Overall, Shaw’s audit expertise and committee leadership bolster board effectiveness and financial oversight. The prior Tanner affiliation warrants continued vigilance in auditor independence and optics, but current disclosures support independence and robust oversight processes .