Ronald J. Passafaro
About Ronald J. Passafaro
Ronald J. Passafaro, age 64, has served on the Lake Shore Bancorp, Inc. (LSBK) Board since 2019 and is currently an independent director. He brings 30+ years of HVAC industry leadership, including service as President, CEO and Chairman of ECR International (a division of BDR Thermea), and currently serves as a director of ThermoLift Solutions, LLC; his board expertise centers on strategic planning, M&A, credit workout, and regulatory engagement with DOE/EPA/NYSERDA. He chairs LSBK’s Compensation Committee and also serves on the Nominating & Corporate Governance and Loan Committees; his current board term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECR International (BDR Thermea Group division) | President, CEO, Chairman | 2015–2021 | Led growth initiatives; brand development; JV/supplier/contract manufacturing agreements; participated in M&A and regulatory standards development with DOE/EPA/NYSERDA |
| HVAC industry (various) | Senior leadership roles | ~30 years | Strategic planning, business management, credit workout, shareholder value focus |
External Roles
| Organization | Public/Private | Role | Since | Notes |
|---|---|---|---|---|
| ThermoLift Solutions, LLC | Private | Director | June 2023 | Startup commercializing thermally driven heat pumps for HVAC markets |
Board Governance
- Committee assignments: Compensation (Chair), Nominating & Corporate Governance (Member), Loan (Member). Independent status affirmed under NASDAQ rules.
- Board/committee attendance: In 2024 the Board held 12 regular and 2 special meetings; each incumbent director attended ≥75% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting.
- Committee activity levels (2024): Audit met 9x; Compensation met 5x; Nominating & Corporate Governance met 5x. Compensation Committee did not engage an outside compensation consultant in 2024.
- Board leadership: Independent, non-executive Chair; CEO and Chair roles separated.
- Risk oversight: Enterprise Risk Committee coordinates ERM across credit, IRR, liquidity, strategic, operational, IT/cyber, and compliance risks.
- Trading/pledging policy: Anti-hedging and anti-pledging restrictions apply to directors, officers, and employees.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual retainer | 24,800 | Non-employee director retainer (Chairman retainer is higher; not applicable) |
| Compensation Committee – Chair retainer | 6,000 | Chair of Compensation Committee |
| Nominating & Corporate Governance – member retainer | 3,000 | Committee member |
| Loan Committee – member retainer | 3,000 | Committee member |
| Total cash fees earned | 36,800 | Sum equals reported 2024 cash fees |
| Director supplemental benefit plan participation | — | Not a participant (plan excludes DeBergalis, McGrath, Passafaro, Segarra) |
Performance Compensation
| Item | Detail | Terms/Status |
|---|---|---|
| Stock awards (2024 grant-date fair value) | $61,019 | Restricted stock awards to directors (in lieu of cash fees and/or tenure recognition) |
| Options (2024 grant-date fair value) | $0 | No option awards to Passafaro in 2024 |
| Unvested stock awards at 12/31/2024 (units) | 5,708 | Unvested restricted stock outstanding at year-end 2024 |
| Unvested stock awards at 3/24/2025 (units) | 6,279 | Included in beneficial ownership at record date |
| Director equity policy – automatic annual grants | 30% of prior-year cash fees in RSAs | Granted March 12, 2025; subsequent grants each January 2 starting 2026 |
| One-time awards for leadership roles | Committee Chair: 10,749 options + 5,058 RSAs | 5-year vesting schedule (policy-based) |
| Performance metrics tied to director pay | None disclosed | Director equity is time-based; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Conflicts |
|---|---|---|---|
| ThermoLift Solutions, LLC | No | Director | No LSBK-related interlock disclosed; appears unrelated to LSBK’s customer/supplier base in proxy |
Expertise & Qualifications
- Strategic planning, business management, credit workout, shareholder value, and M&A/joint ventures; regulatory standards engagement with DOE/EPA/NYSERDA.
- Chair of Compensation Committee; experience overseeing executive and director compensation structure and plan administration.
Equity Ownership
| As-of date | Total beneficial ownership (shares) | Included unvested RS (shares) | Options (exercisable/unexercisable) | Ownership % |
|---|---|---|---|---|
| 12/31/2024 | — | 5,708 | — | — |
| 3/24/2025 (record date) | 16,757 | 6,279 | None disclosed | <1% of outstanding |
Notes:
- Footnote clarifies beneficial ownership includes 1,800 shares in an IRA and unvested restricted stock; percentage is “less than 1%” per company table methodology.
- Company prohibits hedging and pledging of company stock by directors.
Governance Assessment
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Strengths
- Independent director; Compensation Committee Chair with cross-committee involvement (Nominating & Corporate Governance; Loan).
- Good engagement: Board reported each incumbent director met ≥75% attendance in 2024; all attended the annual meeting.
- Pay alignment levers: Beginning 2025, automatic annual director RS grants equal to 30% of prior-year cash fees increase equity mix and alignment; anti-hedging and anti-pledging policy reinforces shareholder alignment.
- No director supplemental retirement benefit for Passafaro (plan excludes him), limiting unfunded retirement entitlements.
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Watch items / potential red flags
- As Compensation Chair, oversight of executive employment agreements that include Section 280G/4999 excise tax gross-up upon change in control (shareholder-unfriendly feature).
- Compensation Committee did not use an independent compensation consultant in 2024, which can raise questions about benchmarking rigor at small caps.
- Majority control: Lake Shore, MHC owns ~63.1% of LSBK, effectively determining shareholder outcomes; reduces minority investor influence on governance matters (contextual risk, not director-specific).
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Related-party/transactions
- Company discloses ordinary-course lending to directors/officers under market-comparable terms with a robust pre-approval process; independence review specifically noted loans for two other directors and maintained their independence; no Passafaro-specific related-party transactions were disclosed.
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Compliance
- Section 16(a) reporting: Company states all director/officer filings were timely for 2024.