James Buchan
ALPHA PRO TECHAbout James Buchan
James Buchan (age 58) has been an independent director of Alpha Pro Tech, Ltd. since March 2017. He is currently Senior Manager – Real Estate Critical and Key Facility Management at Bell Canada (BCE Inc.), with prior roles in operations and facilities management at Bell, Urbacon, and Brookfield Global Integrated Solutions, bringing financial, critical infrastructure, and managerial experience to the Board . The Board has affirmatively determined he is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha Pro Tech, Ltd. | Independent Director | March 2017–present | Chair, Nominating/Governance; Member, Compensation |
| Bell Canada (BCE Inc.) | Senior Manager – Real Estate Critical & Key Facility Mgmt | Aug 2016–present | Leadership of critical facility operations |
| Bell Canada | Operations Manager | Sep 2013–Aug 2016 | Operations leadership |
| Urbacon (contractor to Bell) | Manager | 2012–2013 | Contractor management |
| Brookfield Global Integrated Solutions | Facility Manager | 2009–2012 | Facilities management |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Bell Canada (BCE Inc.) | Senior Manager – Real Estate Critical & Key Facility Mgmt | No | Operating role; no other public company directorships disclosed in proxy biography |
Board Governance
- Independence: The Board determined Buchan and all committee members (Audit, Compensation, Nominating/Governance) meet NYSE American and SEC independence standards .
- Committee assignments: Nominating/Governance Committee—Buchan (Chair), Garcia, Shaw; Compensation Committee—Ritota (Chair), Buchan, Garcia; Audit Committee—Shaw (Chair), Garcia, Ritota .
- Meetings and attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Committee activity: Audit (4 meetings), Compensation (3), Nominating/Governance (1) in 2024 .
- Lead Independent Director: None designated; non-management directors regularly meet in executive sessions .
| Governance Item | 2024 Detail |
|---|---|
| Board meetings held | 4 |
| Buchan attendance | ≥75% of Board/committee meetings |
| Nominating/Gov Committee | Chair; 1 meeting |
| Compensation Committee | Member; 3 meetings |
| Audit Committee | Not a member |
| Lead Independent Director | None; executive sessions held |
Fixed Compensation
| Component | 2024 Amount | Terms/Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Non-employee directors; paid bi-annually in June and December |
| Committee chair fee | $1,000 | Nominating/Governance Committee chair |
| Total cash fees (Buchan) | $31,000 | Matches retainer + chair fee |
| RSU grant | 4,740 units | Granted Sep 30, 2024; vests on first anniversary |
| RSU grant-date fair value | $27,018 | ASC 718 fair value |
| Option awards (grants) | — | No option grants disclosed for directors in 2024 |
Mix signal: Buchan’s 2024 director compensation total was $58,018, with cash fees of $31,000 and stock awards of $27,018; cash comprised ~53% and equity ~47% of disclosed director pay .
Performance Compensation
| Metric | Target | Actual | Weight | Disclosure |
|---|---|---|---|---|
| Performance-based metrics in director compensation | — | — | — | None disclosed; RSUs vest time-based after 1 year |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public company directorships listed for Buchan in proxy biography |
| Compensation Committee interlocks | — | No interlocks during 2024; none of APT executives served on other companies’ comp committees and vice versa |
Expertise & Qualifications
| Area | Details |
|---|---|
| Critical infrastructure & facilities | Senior leadership of critical facility operations at Bell; facility/operations management experience |
| Financial/managerial | Experience in financial management, strategic planning, HR, labor relations; strong communications |
| Governance | Chair of Nominating/Governance Committee; independent director |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 14, 2025) | 15,773 shares | Per SEC definition; includes shares acquirable within 60 days via options |
| Ownership % of outstanding | <1% (“*”) | Based on 10,864,002 shares outstanding |
| Vested stock options (12/31/2024) | 6,360 options | Outstanding vested options |
| Unvested stock options (12/31/2024) | 7,820 options | Outstanding unvested options |
| RSUs outstanding (12/31/2024) | 4,740 shares | Sept 30, 2024 grant; 1-year vesting |
| Pledging/Hedging | Not disclosed | No pledging/hedging policy or activity disclosure in available excerpts |
Shareholder Voting Signals
| Item | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director election – James Buchan | 4,818,283 | 450,402 (Withhold) | — | 2,400,804 |
| 2025 Say-on-Pay (Advisory) | 4,943,416 | 289,976 | 35,293 | 2,400,804 |
| 2025 Auditor Ratification (Tanner LLC) | 7,485,107 | 170,362 | 14,020 | — |
Note: Buchan’s withhold count was higher than some peers (e.g., Shaw 173,848 withholds) but within ranges typical for small-cap boards; overall, shareholders approved all director nominees and executive compensation .
Related Party Transactions
- Policy: CFO flags related person transactions for Audit Committee or disinterested directors’ review; <$10,000 ordinary-course transactions excluded; all are reviewed for arm’s length and proper accounting .
- Disclosure: No related person had any direct or indirect material interest in transactions requiring disclosure since the start of fiscal 2023 .
Director Compensation Program Features
| Feature | Detail |
|---|---|
| Equity eligibility | Non-employee directors eligible for equity grants under incentive plans |
| 2024 grant cadence | RSUs granted to each non-employee director on Sep 30, 2024; 4,740 units, 1-year vest |
| Cash fees | $30,000 annual retainer; chair fees: Audit Chair $11,000, Comp Chair $1,000, Nominating/Gov Chair $1,000 |
| Payment timing | Bi-annual cash payments in June and December; expenses reimbursed |
| Ownership guidelines | Not disclosed in available proxy sections |
Governance Assessment
- Strengths: Independent status; chairs Nominating/Governance Committee; active Compensation Committee member; acceptable attendance; no related-party transactions; executive sessions for non-management directors; say-on-pay support appears solid .
- Watch items:
- Board lacks a designated Lead Independent Director, which may constrain independent oversight optics, though executive sessions partially mitigate this .
- Insider influence: A large insider holding exists on the Board (Donna Millar at 11.8%), increasing concentration risk; governance relies on committee independence and policies to manage potential influence .
- Shareholder sentiment: Buchan’s withhold votes were relatively elevated versus certain peers (e.g., Shaw), meriting continued engagement focus .
- Compensation alignment: Director pay mix includes meaningful equity via time-based RSUs; no performance-linked metrics disclosed for directors, which is standard but offers limited performance alignment signaling .
Overall, Buchan’s independence, committee leadership, and operational expertise support board effectiveness. Continued focus on independent leadership structure and shareholder engagement may enhance investor confidence.