Donna Millar

About Donna Millar

Donna Millar (age 72) has served as a director of Alpha Pro Tech, Ltd. since December 2017 and has been an employee of the company and its predecessor since 1989, with long-standing responsibility as the primary point of contact for investor relations since 2000 . Her prior internal roles include Director of International Sales (1989–1991), various accounting, customer service, and investor relations roles (1991–2000), and Assistant to the President (2000–2017) . She is not considered an independent director due to her employment with the company under NYSE American listing standards . Ms. Millar holds a significant beneficial ownership stake in APT, which aligns her interests with shareholders but concentrates influence (see Equity Ownership) .

Past Roles

External Roles

Board Governance

• Independence: Not independent (employee of the company) .
• Committees: Audit (Shaw, Garcia, Ritota), Compensation (Ritota, Buchan, Garcia), and Nominating/Governance (Buchan, Garcia, Shaw) are composed solely of independent directors; Ms. Millar is not listed as a member of any committee .
• Board leadership: No designated Lead Independent Director; non-management directors meet regularly in executive sessions .
• Tenure on board: Director since December 2017 .

Board attendance

Fixed Compensation

• Ms. Millar receives no compensation for board service; she is compensated as an employee .

Performance Compensation

• Structure and instruments: Employee equity awards used for retention/alignment; time-based RSU vesting disclosed; no director-performance metrics tied to Ms. Millar’s compensation were disclosed .

Equity awards and vesting

Notes:

• No performance-conditional metrics tied to Ms. Millar’s awards were disclosed; RSUs vest based on time .
• Non-employee directors received RSUs in 2024 (4,740 each) that vest on first anniversary; Ms. Millar did not receive director equity, consistent with employee-director status .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Ms. Millar .
• Compensation Committee interlocks: None for APT in the last reported year .

Expertise & Qualifications

• Deep company knowledge from 35+ years at APT across sales, accounting, customer service, IR; extensive public-company exposure via capital raises and shareholder/investor meetings .
• Investor Relations leadership since 2000 evidences engagement with shareholder communications and governance processes .
• Historical family connection: her late husband, Alexander W. Millar, was APT’s former President and Chairman (context for legacy/influence) .

Equity Ownership

Additional equity detail

• Unvested RSUs: 15,000 outstanding as of Dec 31, 2024 (scheduled to vest on third anniversary) .
• Options: 15,000 options outstanding as of Dec 31, 2023 (no further detail provided for 2024) .
• Hedging/pledging: Company’s insider trading policy prohibits directors and officers from hedging and pledging company stock; no pledging by Ms. Millar is disclosed in the proxy .

Governance Assessment

• Strengths and alignment

  • Significant ownership (11.8%) provides material economic alignment with shareholders .
  • Related-party transaction oversight in place; no related person transactions requiring disclosure since the start of fiscal 2023 .
  • Board committees are fully independent; Ms. Millar does not serve on them, mitigating direct influence on audit, compensation, and nominating decisions .
  • Shareholder support for Say-on-Pay remained strong (94.4% approval in 2024; 93.4% in 2023), indicating overall investor confidence in compensation governance during her tenure on the board .

• Risk indicators and red flags

  • Not independent (employee-director), which is a governance caution for board objectivity and potential conflicts in board deliberations .
  • Concentrated insider influence via large personal stake (11.8%) can amplify control dynamics; careful monitoring of minority shareholder protections is warranted .
  • Legacy ties: her late spouse was former President/Chairman, highlighting potential perceptions of entrenchment; however, no related-party transactions have been disclosed in recent years .
  • Board has not designated a Lead Independent Director, placing greater importance on committee independence and executive sessions for robust oversight .

• Attendance and engagement

  • Attendance was robust in 2023 (100% for all incumbents) and acceptable in 2024 (≥75% for all incumbents), suggesting active participation .

• Policy safeguards

  • Anti-hedging/anti-pledging policy for directors and officers reduces misalignment/credit-risk concerns associated with pledged shares .
  • Established related-person transaction review and disclosure controls support conflict oversight .

Overall implication for investors: Ms. Millar’s long-tenured operating and IR background and sizable equity position create strong ownership alignment and institutional knowledge, but her non-independence and concentrated stake are governance watchpoints; these are partly mitigated by fully independent key committees, strong Say-on-Pay outcomes, and restrictive insider trading/pledging policies .

Note: Ms. Millar receives no board pay; her compensation is via employee salary and any employee equity awards. Approximate base salary increased from ~$229,000 (2023) to ~$237,000 (2024) . No performance-conditional compensation metrics specific to her awards were disclosed; RSUs vest on a time basis .