Jack L. Mehltretter
About Jack L. Mehltretter
Independent director of Lake Shore Bancorp, Inc. (LSBK), age 66, serving on the Board since 2016; chairs the Enterprise Risk Committee and serves on the Audit and Loan Committees . Retired Vice President of Information Technology at Gibraltar Industries (2017–2022); previously Global VP of IT at New Era Cap Co. (2007–2016) and principal consultant at Nextgen Technology Advisors LLC in 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibraltar Industries | Vice President of Information Technology | 2017–2022 | Senior IT leadership; enterprise systems and controls exposure |
| Nextgen Technology Advisors LLC | Principal (consulting) | 2016 | Consulting focused on creating business value from IT |
| New Era Cap Co. | Global Vice President of Information Technology | 2007–2016 | Global IT leadership across >20 regional locations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | No other public boards listed in LSBK proxy biography |
Board Governance
- Board class/term and tenure: Class Three; current term expires at the 2026 annual meeting; director since 2016 .
- Independence: Classified as independent under NASDAQ rules .
- Committee assignments: Enterprise Risk (Chair); Audit; Loan .
- Audit Committee “financial expert”: Role designated to Ann M. Segarra (not Mehltretter); Audit Committee met 9 times in 2024 .
- Board/committee engagement: Board held 12 regular and 2 special meetings in 2024; each incumbent director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting .
- Audit Committee report signatories: Report signed by Chair Segarra and members Jack L. Mehltretter and John P. McGrath on March 11, 2025 .
- Leadership structure: Independent, non-executive Chair; CEO and Chair roles separated .
Fixed Compensation (Director Pay – 2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $47,800 |
| Perquisites | None >$10,000 (for any director) |
Director retainer schedule (structure effective for 2024):
- Annual director retainer: $24,800 (Chair: $57,300) .
- Committee retainers: Audit & Enterprise Risk – $5,000 member / $10,000 chair; Nominating & Corporate Governance and Compensation – $3,000 member / $6,000 chair; Loan – $3,000 member (no additional for chair) .
- Meeting fees: None (no per-meeting fees) .
- Director supplemental benefit plan: Legacy plan provides up to 40% of average pay (vested over service; max 20 years) paid over 15 years starting at termination or age 72; currently all non-employee directors participate except DeBergalis, McGrath, Passafaro, and Segarra (i.e., Mehltretter participates) .
Performance Compensation (Equity & Vesting)
| Component | Detail |
|---|---|
| Stock Awards (2024) | $63,434 grant-date fair value (RSAs) |
| Option Awards (2024) | $16,825 grant-date fair value |
| Outstanding awards (12/31/24) | 5,934 unvested stock awards; 5,512 unexercisable options; no options exercisable as of 12/31/24 |
| Beneficially included options (3/24/25) | 1,102 options exercisable within 60 days of March 24, 2025 (timing explains difference from 12/31/24 snapshot) |
| Automatic annual grants (new) | Under 2025 Equity Incentive Plan: RSAs equal to 30% of prior-year cash fees; automatic grant made March 12, 2025 for eligible non-employee directors; future grants each Jan 2 starting 2026 |
| One-time role/service grants | Chairman: 12,646 options + 5,951 RSAs; Committee Chair: 10,749 options + 5,058 RSAs; 10-year service: 10,117 options + 4,761 RSAs; 3-year service: 8,220 options + 3,868 RSAs; all subject to five-year vesting |
Notes:
- Director equity is time-vested (no performance metrics); options/RSAs intended to align director interests with shareholders over multi-year vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mehltretter in the proxy |
| Related-party transactions | Proxy discloses ordinary-course loans to certain directors and officers; independence review specifically noted loans for Brautigam and Sanvidge and affirmed independence; no Mehltretter-specific related-party items disclosed |
Expertise & Qualifications
- 34 years of business experience with senior technology leadership in complex, multi-location organizations; international business exposure in 15+ countries .
- Board-identified strengths: information technology, strategic planning, and business management; leads risk oversight as Enterprise Risk Committee Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of 3/24/2025) | 15,076 shares (includes 6,676 unvested restricted shares with voting but no investment power) |
| Options included in beneficial ownership | 1,102 options exercisable within 60 days of 3/24/2025 |
| % of shares outstanding | <1% (asterisked in company table) |
| Anti-hedging/anti-pledging | Directors prohibited from hedging and from pledging Company stock or using margin accounts under Insider Trading Policy |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with long tenure and deep IT/operational experience; chairs Enterprise Risk and serves on Audit and Loan Committees, reinforcing risk, controls, and credit oversight .
- Documented engagement: Board met 14 times in 2024; each incumbent director attended ≥75% of meetings; full Board attended the 2024 annual meeting; Audit Committee report signed by Mehltretter as a member .
- Alignment mechanisms: ongoing equity grants (automatic 30% of cash fees in RSAs) and multi-year vesting; substantial unvested director equity outstanding .
- Compliance posture: Section 16(a) filings current for 2024; anti-hedging and anti-pledging policies in force .
-
Potential watch items / red flags:
- Director supplemental benefit plan (legacy pension-like benefit up to 40% of average pay over 15 years) may be viewed as an entrenchment risk or dilutive to independence for participating non-employee directors (Mehltretter participates by exclusion list) .
- Related-party exposure: proxy highlights ordinary-course lending practices and independence review; no Mehltretter-specific transactions disclosed, but ongoing monitoring remains prudent in a community bank context .
- Ownership/control context: Lake Shore, MHC owns 63.1% of outstanding shares, concentrating voting control; while not specific to Mehltretter, this can dampen external governance pressure (e.g., director elections, say-on-pay outcomes) .
-
Net view: Mehltretter brings relevant IT and risk oversight expertise as Enterprise Risk Chair and Audit member with consistent engagement, and his equity-based compensation plus anti-hedge/pledge policies support alignment; the director supplemental benefit plan remains a notable governance consideration for independence optics .