John P. McGrath
About John P. McGrath
Independent director of Lake Shore Bancorp, Inc. (LSBK); age 70 as of March 24, 2025; director since 2019 with current term expiring at the 2027 annual meeting. Committees: Audit, Enterprise Risk, and Loan. Background includes retirement in December 2019 as Assistant Treasurer of Moog, Inc. and nearly 30 years in banking (treasury, ALM, liquidity), supporting his role on risk and audit oversight. Attendance: each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting. Independence: classified as independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moog, Inc. | Assistant Treasurer | 2008–Dec 2019 | Treasury leadership; experience in securities portfolio mgmt., funding, ALM, liquidity, cash flow forecasting |
| Greater Buffalo Savings Bank; First Niagara Financial Group; Empire of America | Various banking roles (branch asst. manager, branch ops mngr., Treasury) | Not disclosed (nearly 30 years cumulative banking experience) | Treasury and banking operations expertise leveraged for risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
- Committee assignments (2024 structure): Audit (member; Audit met 9 times in 2024; Audit financial expert is Ann M. Segarra), Enterprise Risk (member; committee oversees ERM), Loan (member). McGrath signed the Audit Committee Report as a committee member.
- Independence: Independent director per NASDAQ rules/Board determination.
- Attendance and engagement: Each incumbent director attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Leadership structure context: Independent, non-employee Chairman of the Board; CEO and Chair roles are split.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting Fees | Notes |
|---|---|---|---|
| 2024 | 42,800 | None | Company does not pay meeting fees; cash includes annual/committee retainers across Company/Bank/MHC boards. |
- Director retainer policy (2024): $24,800 annual retainer ($57,300 for Chairman); Audit and Enterprise Risk members $5,000 (Chair $10,000); Nominating & Corporate Governance and Compensation members $3,000 (Chair $6,000); Loan committee member $3,000 (no extra for Loan Chair). Chairman’s Compliance Committee dissolved end of 2024; only the Chairman received a $10,000 retainer for chairing that committee.
- Perquisites: No director received perquisites/personal benefits >$10,000 in 2024.
- Supplemental benefit plan for non-employee directors: McGrath does not participate (exceptions: DeBergalis, McGrath, Passafaro, Segarra).
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Unvested Stock Awards Outstanding (12/31/2024) | Options (Exercisable / Unexercisable) | Vesting/Structure |
|---|---|---|---|---|---|
| 2024 | 49,847 | — | 4,663 | — / — | Restricted stock awards; time-based vesting; equity used in lieu of cash fees and for tenure milestones. |
| Policy (2025 EIP) | — | — | — | — | Automatic Annual Grants equal to 30% of prior-year cash fees; one-time grants for Chair/Vice Chair (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 with five-year vesting. |
- Audit Committee met 9 times in 2024; committee oversight of financial reporting/controls; McGrath is a member (financial expert designation held by Segarra).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock / Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships reported for McGrath; no disclosed interlocks. |
Expertise & Qualifications
- Treasury/ALM specialist: Extensive experience in securities portfolio management, wholesale funding, ALM, liquidity management, and cash flow forecasting; supports Audit and Enterprise Risk roles.
- Corporate finance/industry knowledge: Former Assistant Treasurer at Moog, Inc., a global aerospace/defense and industrial systems firm, providing capital markets and corporate finance context.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Composition/Notes |
|---|---|---|---|
| John P. McGrath | 29,679 | <1% | Includes 22,088 shares in IRA and 5,327 unvested restricted stock (voting but no investment power). |
| All directors & officers (10 persons) | 238,313 | 4.1% | Group total; includes ESOP allocations per footnote. |
- Anti-hedging and anti-pledging policy: Prohibits short sales, derivatives/hedging, and pledging/margin of Company stock by directors/officers/employees.
- Ownership guidelines: Not disclosed for directors.
- Related-party exposure: Related-person loans to directors may exist but must be ordinary course, market terms, and pre-approved; no McGrath-specific related-party transaction disclosed.
Shareholder Voting Signals
| Item (Annual Meeting 5/22/2024) | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director election: John P. McGrath (term to 2027) | 4,686,172 | 34,712 | — | 375,660 |
| Say-on-Pay (advisory) | 4,568,757 | 104,455 | 47,672 | 375,660 |
| Auditor ratification (YHB, P.C.) | 5,064,236 | 22,224 | 10,084 | — |
- Voting context: Lake Shore, MHC owned 63.1% of outstanding shares as of March 24, 2025 and typically votes in favor of Board recommendations, materially influencing outcomes.
Governance Assessment
- Alignment: Director compensation includes a meaningful equity component ($49.8k stock awards vs. $42.8k cash in 2024), and new policy grants automatic restricted stock equal to 30% of prior-year cash fees, supporting alignment with shareholder outcomes via time-based vesting.
- Engagement and oversight: At least 75% attendance and participation across Audit (9 meetings) and Enterprise Risk indicates active oversight; McGrath is a signatory to the Audit Committee Report.
- Independence and conflicts: Classified as independent; anti-hedging/pledging policy reduces misalignment risk; no McGrath-specific related-party transactions disclosed; related-person lending policy requires market terms and Board pre-approval.
- Shareholder support: Strong votes for McGrath’s election and say-on-pay in 2024; however, note the influence of Lake Shore, MHC’s 63.1% stake on voting outcomes.
- Red flags: None specific to McGrath identified. Directors received no >$10k perquisites, and McGrath does not participate in the legacy director supplemental benefit plan (reduces long-tail benefit risk).