AMERICAN SHARED HOSPITAL SERVICES

In determining the appropriate level for each element of such compensation, the Compensation Committee reviews and evaluates the level of performance of the Company and the Named Executive Officer’s level of individual performance and potential to contribute to the Company’s future growth, and seeks to set compensation at a level that is both reasonable and equitable based on that assessment. We also take into account our shareholders’ opinions on our executive compensation programs when determining whether to make any changes to our programs year over year.

Non-Binding, Advisory Vote on Executive Compensation. We conducted a non-binding, advisory vote on executive compensation at our 2025* *Annual Meeting and will again conduct a vote in 2026. Approximately 97% of the votes cast on the advisory vote on executive compensation proposal at our 2025 Annual Meeting were in favor of our Named Executive Officer compensation program as disclosed in the 2025 proxy statement. While this vote is not binding on the Company, our Board or our Compensation Committee, we believe that it is important for our shareholders to have an opportunity to vote on this proposal as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our Proxy statement.

*Executive Chairman Compensation.In connection with Mr. Stachowiak’s service as the Company’s Executive Chairman in 2025, on June 26, 2025, the Compensation Committee approved an annual base salary for Mr. Stachowiak of $275,000 through July 1, 2025 *and $225,000 thereafter (with such reduction in salary occurring due to Mr. Stachowiak’s transitioning to his CEO duties to Mr. Delanois). The Compensation Committee also approved a grant of 110,000 restricted stock units to Mr. Stachowiak with a grant date of June 26, 2025. The RSUs vested in four installments, with Mr. Stachowiak receiving 30,000 shares on each of June 27, 2025 and July 2, 2025, and 25,000 shares on each of October 1, 2025 and January 1, 2026. Mr. Stachowiak does not participate in the VCP or the Commission Plan.

Base Salary. The Compensation Committee periodically reviews the base salary level of each executive officer. The base salaries for the executive* *officers are determined on the basis of their level of responsibility, experience and individual performance.

*Variable Compensation Plan.The Company’s VCP provides an opportunity for the Named Executive Officers (other than Mr. Stachowiak) to earn *additional compensation if through their efforts the Company achieved pre-established targets that would improve its financial performance and position it for future growth and profitability.

*Commission Plan.Mr. Tagawa was eligible to receive commission payments under the Commission Plan for his efforts in securing *new clients and extending existing client agreements.

The Compensation Committee created a grid of targets based on the Board-approved Operating Plan for 2025 for each Named Executive Officer (other than Mr. Stachowiak) and the amount of supplemental compensation payable for achieving these in whole or in part. These targets covered new business origination, revenues, net income and EBITDA as well as goals for portions of the business that were under the personal guidance of these executives. The VCP also contains two “gates” that had to be achieved before any incentive compensation would be paid. These gates were based on projected net income and EBITDA under the Operating Plan. The bonuses would not be paid unless the gates would be achieved after deducting the amount of incentive compensation payable under the VCP. Any incentive compensation earned under the VCP is payable 75% in cash and 25% in restricted stock units, which vest in six (6) months. The amount that could have been received under the VCP for the Named Executive Officers (other than Mr. Stachowiak) ranged from 0% of base salary to 20%, 30% and 50% of base salary for Mr. Tagawa, Mr. Frech and Mr. Delanois, respectively. Assuming the targets were met, the resulting total compensation of the Named Executive Officers would fall within the compensation ranges for comparable companies and positions in the studies compiled by the Compensation Committee’s outside independent compensation consultant in 2023. As both targets were not met in 2025, no bonuses were paid under the VCP to the Named Executive Officers.

Equity Compensation. Our Incentive Compensation Plan provides us with flexibility in designing equity incentives and granting different types of* *equity awards. As described above, under the VCP, 25% of the earned bonus award is paid in restricted stock units and a portion of the compensation to our Executive Chairman is paid in restricted stock units. We believe that equity incentives are necessary for us to remain competitive in the marketplace for executive talent and other key employees.

Because the Company is cognizant of the dilutive effect of equity awards on our shareholders, the Company is committed to using equity incentive awards prudently and within reasonable limits. As a result of our measured approach to the use of equity incentive awards, as of April 27, 2026, of the 2,580,000 shares of our common stock authorized for award under our Incentive Compensation Plan, approximately 408,000 shares remain available for future award under the plan.

Timing of Equity Awards. The Compensation Committee does not engage in any market timing of the equity awards made to the executive officers* *or other award recipients. There is no established practice of timing our awards in advance of the release of favorable financial results or adjusting the award date in connection with the release of unfavorable financial developments affecting our business. All stock option grants issued under our Incentive Compensation Plan have an exercise price per share no less than the fair market value per share on the grant date.

Health and Retirement Programs. Our executive officers are eligible to participate in our 401(k) plan and our flexible benefit plan on the same basis* *as all other regular U.S. employees.

Executive Officer Perquisites and Other Programs. It is not our practice to provide our executive officers with any meaningful perquisites. We have* *not implemented any pension arrangements, defined benefit retirement arrangements, non-qualified deferred compensation programs or any supplemental executive retirement plans for our executive officers.

Employment Agreements. None of the executive officers has an employment or severance agreement.