John Ritota

About John Ritota

Independent director since 1991 (age 74). Professionally, Dr. Ritota operates and manages a general dentistry practice (Ritota and Ritota) in Delray Beach, FL, serving as President and director since 1981; he previously served on the board of an oil and gas company (Maxim TEP, now Conquest Petroleum Inc.) from 2004–2008 . The Board has affirmatively determined he is independent under NYSE American standards; he is one of four non‑employee independent directors . In 2024, each incumbent director attended at least 75% of Board and committee meetings; the Board met four times .

Past Roles

External Roles

Board Governance

• Independence: Board determined four non‑employee directors (including Dr. Ritota) are independent; all Audit, Compensation, and Nominating/Governance committees comprise only independent directors .
• Committee assignments: Audit Committee member; Compensation Committee Chairman; not on Nominating/Governance .
• Meeting cadence and attendance: Board met four times in 2024; each incumbent director attended ≥75% of Board and committee meetings; Audit met four times; Compensation met three times; Nominating/Governance met once .
• Leadership/structure: No designated Lead Independent Director; non‑management directors meet in executive sessions regularly .
• Risk oversight: Audit oversees financial/reporting risks; Compensation reviews incentives for risk; Nominating/Governance oversees Board effectiveness and governance programs .

Committee Memberships (2024)

Fixed Compensation

• Non‑employee director annual cash retainer: $30,000; Compensation Committee chair receives additional $1,000 per year; Audit Committee chair receives additional $11,000 per year; directors reimbursed for expenses; paid bi‑annually (June, December) .
• 2024 RSU grant: Each non‑employee director received 4,740 RSUs on September 30, 2024, vesting on first anniversary .

2024 Director Compensation – John Ritota

Performance Compensation

• No performance‑based metrics disclosed for director compensation (RSUs time‑based vesting; no TSR/EBITDA targets for directors) .
• Company’s 2020 Omnibus Incentive Plan permits a range of award types and caps the annual value for any non‑employee director (cash fees plus equity grant date value) at $400,000 .

Equity Grants and Vesting

Other Directorships & Interlocks

• Current public company boards: None disclosed beyond APT .
• Prior public company boards: Maxim TEP, Inc. (Conquest Petroleum Inc.), Director 2004–2008 .
• Compensation committee interlocks: None; no cross‑board executive overlaps reported in 2024 .

Expertise & Qualifications

• Small‑business management and oversight through decades of operating a professional services practice (financial/operational decision‑making) .
• Prior public company board service (energy E&P), adding governance perspective from a different industry .
• Independent status; experience participating across key Board committees (Audit and Compensation), including service as Compensation Committee Chair .

Equity Ownership

• Beneficial ownership: 56,360 shares (includes 6,360 currently exercisable options; also includes 15,000 shares owned by spouse and 5,000 owned by daughter, both disclaimed) .
• Ownership % of outstanding shares: less than 1% (asterisk indicates <1%) .
• Options outstanding (as of 12/31/2024): 6,360 vested; 7,820 unvested .
• RSUs outstanding (as of 12/31/2024): 4,740 (director grant vesting in 2025) .
• Hedging/pledging: Company insider trading policy prohibits directors/officers from hedging or pledging Company stock .

Ownership Detail

Governance Assessment

• Strengths: Independent director; chairs Compensation Committee and serves on Audit, supporting oversight of pay, controls, and risk; consistent meeting engagement (Board/committees met regularly; directors ≥75% attendance) . Shareholders have historically supported executive pay (94.4% Say‑on‑Pay approval at 2024 meeting), indicating general confidence in compensation governance .
• Potential concerns/RED FLAGS to monitor:
  • Very long tenure (since 1991) may prompt some investors to question practical independence despite formal determination; Board has no Lead Independent Director, which can weaken independent leadership signal .
  • Compensation Committee currently does not use an independent compensation consultant, which may constrain benchmarking rigor and external challenge, particularly with evolving pay practices .
  • Directors continue to hold stock options in addition to RSUs; while equity aligns interests, options for directors can be viewed by some investors as potentially biasing toward short‑term price moves; however, no 2024 option grants were made to directors, and RSUs are time‑based .
• Conflicts/related parties: No related‑person transactions requiring disclosure since the start of fiscal 2023; policy framework routes any potential related‑party situations through Audit Committee/independent directors for review .
• Risk controls: Insider trading policy prohibits hedging/pledging, supporting alignment and reducing leverage‑related risk .
• Overall: Governance signals are mixed—formal independence and committee leadership are positives, but long tenure, lack of a lead independent director, and no external comp consultant are watch‑items for board effectiveness and pay oversight quality .