Kevin M. Sanvidge
About Kevin M. Sanvidge
Independent Chairman of the Board at Lake Shore Bancorp, Inc. (LSBK). Age 70 as of March 24, 2025; director since 2012 and Chairman since the 2020 annual meeting . Prior roles include CEO & Administrative Director of the Chautauqua County Industrial Development Agency (2014–2017) and Executive VP of Administration & Supply Chain at Cliffstar Corporation, following earlier HR leadership roles (1999–2012), providing finance, operations, supply chain, and economic development expertise . The Board maintains a split CEO/Chair structure; the Chair is independent, which LSBK states supports oversight and strategic execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chautauqua County Industrial Development Agency | Chief Executive Officer & Administrative Director | Jun 2014 – Dec 2017 | Led business attraction/retention using abatements, loans, and bond financing to drive job creation and retention . |
| Cliffstar Corporation (private label beverages) | EVP, Administration & Supply Chain; earlier SVP HR & Administration; VP HR | 1999 – 2012 | Senior operating roles overseeing administration and supply chain; progressed through HR leadership to enterprise operations . |
External Roles
- No current public company directorships or outside board committee roles were disclosed for Mr. Sanvidge in LSBK’s 2025 proxy biography section .
Board Governance
- Role: Independent Chairman of the Board (not an employee) .
- Independence: Determined independent under NASDAQ rules. Review noted outstanding loans to Mr. Sanvidge/family affiliates were in ordinary course, market terms, and did not present abnormal risk; independence maintained .
- Committee assignments (2024): Compensation (Member), Loan (Member). Previously chaired the Chairman’s Compliance Committee (committee dissolved at end of 2024) .
- Meetings & attendance: Board met 12 regular and 2 special meetings in 2024; each incumbent director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CEO and Chair roles are separate; Chair is an independent director .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting Fees | Committee Fees Policy (context) | Notes |
|---|---|---|---|---|
| 2024 | 67,300 | LSBK does not pay per-meeting fees beyond retainers | 2024 retainers: Chair of Board $57,300; Audit/Enterprise Risk/Chairman’s Compliance Chair $10,000; other Committee Chairs $6,000; Audit/Enterprise Risk members $5,000; Compensation/Loan/Nominating members $3,000. Chairman does not earn fees for committee service except $10,000 for Chairing the Chairman’s Compliance Committee (committee dissolved end of 2024) . | No director perquisites >$10,000 . |
Performance Compensation
| Date/Program | Instrument | Amount/Value | Vesting/Terms | Source |
|---|---|---|---|---|
| Dec 31, 2024 (outstanding) | Unvested Restricted Stock | 1,190 shares | Time-based; outstanding as of 12/31/24 . | |
| Dec 31, 2024 (outstanding) | Stock Options | 10,749 exercisable; 1,897 unexercisable | Options outstanding as of 12/31/24 . | |
| One-time awards (policy, upon appointment) | Chairman appointment | 12,646 options and 5,951 RSAs; 5-year vesting | One-time awards when appointed as Chair; vest over 5 years . | |
| One-time awards (policy, tenure/chair) | Committee Chair; 10-year service; 3-year service | 10,749 options & 5,058 RSAs; 10,117 options & 4,761 RSAs; 8,220 options & 3,868 RSAs; 5-year vesting | One-time awards for milestones; 5-year vest . | |
| Mar 12, 2025 (granted) | Automatic Annual Grant (RSAs) | Value equal to 30% of prior-year cash director fees | Annual automatic RSAs for non-employee directors; first grant on 3/12/25 after stockholder approval; subsequent grants each Jan 2 starting 2026 . | |
| Illustrative calc (Dec 20, 2024 proxy) | Automatic Annual Grant (RSAs) | $20,190; 1,500 shares based on $13.46 FMV (example for Sanvidge) | 30% of 2024 cash fees; share count based on FMV; actual number depends on grant-date FMV . |
- Anti-hedging and anti-pledging: Directors are prohibited from short sales, derivatives “hedging,” and pledging or margining Company stock .
- Compensation Committee did not engage a compensation consultant in 2024, reducing consultant conflict risk .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Sanvidge in LSBK’s proxy . |
| Private/nonprofit/academic boards | Not disclosed in the proxy biography . |
| Potential interlocks with suppliers/customers/competitors | Not disclosed . |
Expertise & Qualifications
- Finance and operating leadership from Cliffstar (administration and supply chain) and public-sector economic development (IDA CEO/Administrator), supporting oversight of lending/loan committee and compensation matters .
- Board states his business and finance experience qualifies him to serve as Chairman and director .
Equity Ownership
| As of | Total Beneficial Ownership (shares) | Percent of Outstanding | Components and Notes |
|---|---|---|---|
| Mar 24, 2025 | 35,993 | <1% | Includes 1,305 shares held as custodian for grandchildren and 2,235 unvested RSAs (voting power but no investment power). Beneficial ownership includes 11,128 options exercisable within 60 days. Percent calculated on 5,789,954 shares outstanding plus exercisable options, per proxy method . |
| Dec 6, 2024 | 34,569 | <1% | Included 10,749 options exercisable within 60 days; sub-1% ownership on 5,763,048 shares outstanding (proxy method) . |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policy applies to directors . |
Governance Assessment
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Strengths
- Independent Chairman role with explicit CEO/Chair separation; supports oversight and board independence .
- Active engagement metrics: Board met 14 times in 2024 (12 regular, 2 special); all directors ≥75% attendance; full attendance at the annual meeting, indicating engagement .
- Anti-hedging/anti-pledging policy reduces misalignment risk; director equity grants and time-based vesting support alignment .
- Compensation Committee did not use an external consultant in 2024, lowering advisor conflict risk .
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Potential Concerns / RED FLAGS
- Related-party exposure: Mr. Sanvidge/family affiliates had outstanding bank loans; while deemed ordinary course on market terms with normal risk and he remained independent, insider lending can still pose perceived conflict risk; approvals require disinterested Board majorities and Nominating & Corporate Governance oversight under policy .
- Committee mix: As independent Chair, he also serves on Compensation and Loan Committees, concentrating influence; small-cap boards often do this, but it can increase perceived governance concentration risk .
- Equity award structure: Introduction of automatic annual RSAs equal to 30% of prior-year cash fees increases equity in director pay; while positive for alignment, it raises equity dilution and pay-mix complexity. For 2025, his illustrative automatic grant equaled ~$20,190 (about 1,500 shares at $13.46) based on 2024 cash fees; actual shares depend on grant-date FMV .
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Alignment Signals
- Meaningful but sub-1% ownership with ongoing time-vested equity and options outstanding promotes longer-term alignment; anti-pledge/hedge limits misalignment .
- Director supplemental benefit plan participation (for non-employee directors, excluding certain newer directors) provides long-term continuity incentives; benefits formula capped at 40% of average pay over up to 20 years, paid over 15 years beginning at termination or age 72 .
</analysis>Overall, Sanvidge brings relevant operating and economic development experience and serves as an independent Chair with solid attendance. The principal governance watch item is insider lending (reviewed and cleared for independence) and the concentration of roles (Chair plus Compensation and Loan member), which merits ongoing monitoring, especially as LSBK implements its new equity plan for directors .