Kim C. Liddell
About Kim C. Liddell
Kim C. Liddell, age 64, is President, Chief Executive Officer, and Director of Lake Shore Bancorp, Inc. and Lake Shore Savings Bank; he was appointed on April 19, 2023 and chairs the Board’s Loan Committee . He previously chaired BV Financial/Bay Vanguard Bank and led 1880 Bank/Delmarva Bancshares, and served on the board of the Federal Home Loan Bank of Atlanta (Finance Committee Chair) . Company performance during his tenure shows net income of $4.931 million in 2024 vs. $4.820 million in 2023, and total shareholder return increased from 83 to 101 based on a fixed $100 investment, aligning pay-versus-performance disclosure with positive TSR momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 1880 Bank & Delmarva Bancshares, Inc. | Chairman, President, CEO | 2010–2020 | Led bank/holding company until sale in 2020 |
| BV Financial, Inc. / Bay Vanguard Bank | Chairman and Director; Director | 2020–2022; Director until 2023 | Governance/leadership at Baltimore-based bank |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Home Loan Bank of Atlanta | Director; Finance Committee Chair; member of Credit & Member Services and Housing Committees | 2015–2023 | Oversight of finance and credit/member/housing policy |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $370,178 | $560,555 |
| Stock Awards ($) | — | $55,192 |
| Non-Equity Incentive Plan ($) | $110,404 | $254,312 |
| All Other Compensation ($) | $87,675 | $198,807 |
| Total ($) | $568,257 | $1,068,866 |
| Current Base Salary (per Employment Agreement) | — | $605,000 (effective Dec 16, 2024) |
| Target Bonus Range (as % of base) | 10%–45% (CEO) | 10%–45% (CEO) |
| Actual Bonus Payout (% of base) | — | 45.4% |
| Perquisites detail (2024) | — | $60,757 housing/transportation; $44,186 fringe benefit taxes; $25,800 club dues |
| Employer Contributions (2024) | — | 401(k) $35,835; ESOP $6,625; SERP tax reimbursements $22,024; dividends on unvested stock $2,788; life insurance >$50k $792 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (cash) | Corporate performance measures (set annually by Compensation Committee) | Not disclosed | 10%–45% of base (CEO) | 45.4% of base (2024) | $254,312 (2024) | N/A |
| Restricted Stock Awards (2024 outstanding) | Time-based RSAs | N/A | 25% per year | 25% per year | N/A | 5,163 shares unvested at 12/31/2024; vesting begins Apr 23, 2025; FV $70,940 at 12/31/2024 |
| Future one-time equity (plan term) | Time-based Options & RSAs (upon 3 years CEO service) | N/A | 46,166 options; 29,750 RSAs; 5-year vest | N/A | N/A | 2025 Equity Incentive Plan terms |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 42,656 shares; less than 1% of outstanding |
| Vested vs. Unvested | Includes 11,425 unvested restricted shares (voting but no investment power) |
| Direct/Indirect holdings | 30,749 shares in IRA; 482 shares in ESOP |
| Options | None held/exercisable; no CEO option awards in 2023–2024 |
| Pledging/Hedging | Company policy prohibits pledging, short sales, and hedging of Company stock |
| Insider reporting | All Section 16 filings timely for 2024 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment Agreement executed Dec 16, 2024 |
| Initial Term | 3 years; auto-renews each anniversary after Dec 16, 2025 subject to non-employee director evaluation of CEO performance |
| Base Salary | $605,000; subject to increases |
| Annual Bonus & LTIs | Eligible for performance-based cash bonus and long-term incentive awards at Compensation Committee discretion |
| Severance (no CIC) | Lump sum equal to accrued benefits plus 1x base salary + average annual incentive (last 3 fiscal years); 12 months life/medical/dental coverage; subject to release |
| Change-in-Control (double trigger) | If involuntary termination without cause or resignation for good reason within 3 months before or 12 months after a CIC: accrued benefits plus 3x base salary + highest annual cash bonus; 36 months life/medical/dental coverage; Section 280G/4999 excise tax gross-up |
| Restrictive Covenants | 1-year non-compete/non-solicit post-termination (other than following CIC); confidentiality protections |
| SERP | Lifetime annuity-based payments commencing at or after age 67; also provides disability, death, and CIC-related benefits; replaced July 16, 2024 plan on Dec 16, 2024 |
Board Governance
- Board/Committee roles: Liddell is a director and serves as Chair of the Loan Committee . The Chairman of the Board (Kevin M. Sanvidge) is independent; roles of CEO and Chair are separated, providing independent oversight of management .
- Independence: Liddell is “not independent” due to his executive role; the Board is majority independent under NASDAQ rules .
- Attendance: Board held 12 regular and 2 special meetings in 2024; all directors met 75%+ attendance thresholds; policy requires annual meeting attendance .
- Controls on insider transactions: Loans to insiders must be at market terms and pre-approved by disinterested directors; interested directors must recuse; Nominating & Corporate Governance also approves such matters .
Compensation Committee Analysis
- Composition/leadership: Compensation Committee chaired by Ronald J. Passafaro; members include Sharon E. Brautigam and Michelle M. DeBergalis; Chairman does not earn committee fees except for prior Chairman’s Compliance committee .
- Process and inputs: Committee did not engage a compensation consultant in 2024, relies on American Bankers Compensation & Benefits survey and other third-party sources; reviews CEO recommendations for other NEOs; CEO not involved in his own bonus decisions; say-on-pay voting results are reviewed by the Committee .
- Equity grants timing policy: No options were granted to executive officers in 2024; committee avoids grants around material non-public information and closed windows .
Related Party Transactions and Policies
- Insider loans in ordinary course at market terms; pre-approval and recusal requirements; monitored under Code of Conduct and NASDAQ independence rules .
Risk Indicators & Red Flags
- Golden parachute excise tax gross-up under CIC (shareholder-unfriendly term) .
- High perquisites in 2024 ($130,743) including housing/transportation and club dues; plus SERP tax reimbursements ($22,024) and other benefits, indicating above-market cash/non-cash benefits .
- Anti-hedging/anti-pledging policy mitigates alignment risks from derivative positions or collateral pledging .
- Section 16 compliance clean (no late filings in 2024), reducing governance risk .
Investment Implications
- Alignment: Liddell’s equity exposure (unvested RSAs; no options) and a plan-defined future one-time equity grant after 3 years of service support retention and alignment, while anti-pledging/hedging policies strengthen governance alignment .
- Event risk: Change-in-control protections include a double-trigger 3x cash multiple, extended benefits, and excise tax gross-up; monitoring corporate actions (e.g., MHC second-step conversion expected Q3 2025 subject to approvals) is prudent for potential CIC implications and executive turnover risk .
- Selling pressure: Annual RSA tranches begin vesting on April 23 each year; watch Form 4s around vest dates for potential tax-related sales, noting anti-hedging/pledging constraints and the company’s insider trading policy .
- Pay-for-performance: 2024 CEO cash bonus at the top of the target range (45.4% of base) and rising TSR suggest incentive alignment with shareholder returns, but elevated perquisites and golden parachute gross-up temper governance quality .