Michelle M. DeBergalis
About Michelle M. DeBergalis
Independent director of Lake Shore Bancorp, Inc. (LSBK), age 58 as of March 24, 2025; she has served on the Board since 2022 and is a Class Three director with a term expiring at the 2026 annual meeting . She serves on the Compensation Committee and the Nominating & Corporate Governance Committee and is classified as independent under NASDAQ rules . Outside the Company, she is Chairperson & CEO of American Realty Group, Inc. and Director of Administrative Services at the University at Buffalo Educational Opportunity Center; prior roles include COO at McGuire Development Company (2013–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Realty Group, Inc. | President | 2006–2022 | Led strategic, financial, operational, and growth initiatives |
| McGuire Development Company, LLC | Chief Operating Officer | 2013–2019 | Oversaw operations; experience includes real estate, marketing, HR, branding, business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Realty Group, Inc. | Chairperson & CEO | Current | Full-service commercial real estate advisory |
| University at Buffalo Educational Opportunity Center | Director of Administrative Services | Since Feb 2022 | Oversees finance, HR, IT, facilities, procurement, marketing, communications |
| Public company boards | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per NASDAQ standards |
| Committees | Compensation; Nominating & Corporate Governance (not Chair) |
| Years of service | Director since 2022; term expires 2026 (Class Three) |
| Attendance | Each incumbent director attended at least 75% of Board and committee meetings in 2024; Board held 12 regular and 2 special meetings in 2024 |
| Chair/Lead structure | Independent, non-employee Chairman (Kevin M. Sanvidge); CEO and Chair roles separated |
| Anti-hedging/pledging | Hedging and pledging of Company stock prohibited for directors |
| Related-party oversight | Nominating & Corporate Governance Committee reviews affiliated transactions; conflict recusal and approval processes in place |
Fixed Compensation (Non-Employee Director — 2024)
| Component | Amount |
|---|---|
| Annual director retainer | $24,800 |
| Committee membership fees | $6,000 total ($3,000 each for Compensation; Nominating & Corporate Governance) |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | $0 (no meeting fees paid) |
| Total cash fees (reported) | $30,800 |
Performance Compensation (Director Equity and Structure)
| Item | Detail |
|---|---|
| 2024 stock awards (grant-date fair value) | $6,179 |
| 2024 option awards | — (none) |
| Unvested stock awards outstanding (12/31/2024) | 578 shares |
| Automatic annual grant policy (2025 plan) | On March 12, 2025, each non-employee director automatically received restricted stock equal to 30% of prior-year cash fees; future automatic grants on January 2 annually starting 2026 |
| Implied 2025 grant basis for DeBergalis | Based on $30,800 of 2024 cash fees → 30% basis equals $9,240 (policy-derived; number of shares not disclosed) |
| One-time equity for leadership/tenure (policy) | One-time grants for Board Chair/Vice Chair or Committee Chair or tenure milestones, 5-year vesting (share/option amounts per policy) |
Notes: Equity awards are used to align director and shareholder interests; no performance metric overlay is disclosed for director equity; no director perquisites >$10,000 were paid in 2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Committee interlocks | None disclosed |
| Related-party transactions | No DeBergalis-specific transactions disclosed; Company states insider loans (where applicable) are on market terms; Board/committee approval and recusal required |
Expertise & Qualifications
- Commercial real estate leadership (Chair & CEO of American Realty Group) and entrepreneurial background .
- Public and private sector administrative leadership; oversight of finance, HR, IT, facilities, procurement, marketing, communications in higher-education setting .
- Governance experience via service on Compensation and Nominating & Corporate Governance committees .
- The Board cites her real estate, economic development, and entrepreneurial expertise as qualifications .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (3/24/2025) | 1,970 shares; <1% of outstanding |
| Ownership detail | Includes 116 shares in an IRA and 1,056 unvested restricted shares with voting but no investment power |
| Options (exercisable within 60 days) | None listed |
| Unvested stock awards (12/31/2024) | 578 shares |
| Pledged shares | Prohibited by policy; none disclosed |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with roles on key governance committees (Compensation; Nominating & Corporate Governance) .
- Attendance threshold met alongside the Board’s 14 meetings in 2024 (12 regular, 2 special); all directors attended the 2024 annual meeting .
- Anti-hedging and anti-pledging policy reduces misalignment risk .
- Transparent director pay structure (fixed retainers; equity in lieu of cash; no meeting fees); no 2024 perquisites >$10,000 .
- Compensation Committee did not engage an external comp consultant in 2024 (reduces consultant conflicts) .
- Excluded from legacy supplemental director benefit plan (reduces long-tail benefit liabilities for newer directors) .
- Section 16(a) filings compliant; no delinquent filings reported for 2024 .
-
Watch items / potential conflicts:
- External leadership in commercial real estate (American Realty Group) could theoretically intersect with a community bank’s CRE activities; the proxy discloses robust related-party review and recusal processes, and no DeBergalis-specific related-party transactions are disclosed .
- No explicit director stock ownership guidelines disclosed; alignment instead comes via annual equity grants and unvested awards .
-
RED FLAGS: None identified in the proxy specific to Ms. DeBergalis (no low attendance, no pledging, no related-party transactions disclosed, no pay anomalies) .
Insider Trades (Section 16)
| Item | Disclosure |
|---|---|
| Form 4 transaction detail (2024) | Not detailed in proxy; Company states all Section 16(a) filing requirements for directors were met in 2024 |
For the most current insider transactions, refer to SEC Forms 3/4/5 filings; the proxy does not enumerate individual trades .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash | $30,800 |
| Stock awards (grant-date FV) | $6,179 |
| Option awards | — |
| Total | $36,979 |
| Outstanding unvested stock awards (12/31/2024) | 578 |
| Options exercisable/unexercisable (12/31/2024) | — / — |
Board Committee Assignments (2024)
| Committee | Role |
|---|---|
| Compensation | Member |
| Nominating & Corporate Governance | Member |
Director Tenure and Status
| Attribute | Value |
|---|---|
| Board class/term | Class Three; term expires 2026 |
| Director since | 2022 |
| Age | 58 (as of March 24, 2025) |
| Independence | Independent |
Related Policies and Controls
- Anti-hedging/pledging: Prohibited for directors, officers, employees .
- Related-party/insider lending: On market terms; Board majority of disinterested directors must pre-approve above thresholds; recusal required; Nominating & Corporate Governance Committee oversight .