Sharon E. Brautigam
About Sharon E. Brautigam
Sharon E. Brautigam, age 68, is Vice Chairperson of the Board of Lake Shore Bancorp, Inc., and has served as a director since 2004 (including service on the predecessor bank board). She practiced law for 40 years focused on real estate, estates/trusts, elder law, and small business matters, retired as of counsel in May 2023, and brings legal and regulatory compliance expertise to the Board. She currently chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; the Board has determined she is independent under NASDAQ rules after reviewing ordinary‑course loans to her/family that did not pose unfavorable terms.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brautigam & Brautigam, LLP (Fredonia, NY) | Partner (real estate, estates/trusts, elder law, small business) | 1986–2016 | Represented borrowers in residential/commercial mortgage financing; provided counsel to local small businesses; legal skills applicable to bank regulatory compliance |
| Brautigam & Brautigam, LLP | Of Counsel | 2016–May 2023 | Retired from practice in May 2023 |
External Roles
| Category | Details |
|---|---|
| Public company directorships | None disclosed in Company proxy biography |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Board roles and committees:
- Vice Chairperson of the Board
- Committee assignments: Nominating & Corporate Governance (Chair); Compensation (Member). She also served on the Chairman’s Compliance Committee, which was dissolved at the end of 2024
- Independence: Board annually reviews independence; ordinary‑course loans to Ms. Brautigam/family were on market terms and did not impair independence; she remains independent
- Attendance and engagement:
- Board met 12 regular and 2 special times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting
- Risk oversight and governance processes:
- Nominating & Corporate Governance Committee oversees Board effectiveness, independence determinations, related‑party transactions approval, and succession planning for CEO and Board Chair
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging of Company stock by directors/officers
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | $24,800 | Chairman retainer $57,300 |
| Committee retainers | Audit/Enterprise Risk member $5,000; Chair $10,000 | Nominating & Corporate Governance and Compensation member $3,000; Chair $6,000 |
| Loan Committee | Member $3,000; no additional Chair premium | |
| Director perquisites | None >$10,000 for any director in 2024 |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Sharon E. Brautigam | $38,800 | $7,814 | $5,790 | $52,404 |
Restricted stock awards are computed at grant‑date fair value and are paid in lieu of cash director fees and to recognize tenure milestones; option awards align interests long‑term.
Performance Compensation
| Element | Grant timing | Basis/Formula | Vesting | Notes |
|---|---|---|---|---|
| Automatic Annual Grants (RSAs) | Granted Mar 12, 2025; then each Jan 2 starting 2026 | Dollar amount equal to 30% of prior‑year cash fees for each non‑employee director | Not specified in proxy for automatic grants | Applies to all non‑employee directors in service on grant date |
| One‑time grant – Vice Chair appointment | Upon appointment | 12,646 stock options and 5,951 restricted shares | 5‑year vesting schedule | For non‑employee director appointed Vice Chair |
| One‑time grant – Committee Chair appointment | Upon appointment | 10,749 stock options and 5,058 restricted shares | 5‑year vesting schedule | For non‑employee director appointed Committee Chair |
Outstanding director equity at 12/31/2024 (Sharon E. Brautigam):
- Unvested stock awards: 731
- Options exercisable: 0; Options unexercisable: 1,897
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed in proxy biography |
Expertise & Qualifications
- 40 years as an attorney with deep experience in real estate transactions, mortgage financing, estates/trusts, and advising small businesses—skills directly relevant to compliance and lending oversight in a community bank. The Board specifically cites her legal expertise as a qualification.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 17,258 | Includes 350 shares held by spouse and 1,333 unvested restricted shares over which she has sole voting but no investment power |
| Options included in beneficial ownership (exercisable within 60 days of 3/24/2025) | 379 | Included in beneficial ownership calculation |
| Ownership as % of common stock outstanding | <1% | Company indicates “Less than 1.00%” |
| Unvested stock awards as of 12/31/2024 | 731 | Outstanding at year‑end 2024 |
| Options outstanding as of 12/31/2024 | Exercisable: 0; Unexercisable: 1,897 | Outstanding at year‑end 2024 |
| Anti‑pledging policy | Prohibits pledging Company stock | Reduces alignment risk from pledging |
Governance Assessment
-
Strengths
- Independent Vice Chair leading Nominating & Corporate Governance, with explicit mandate over Board effectiveness, independence reviews, related‑party oversight, and succession processes—supports board rigor.
- Documented independence determination despite ordinary‑course director loans; loans were on market terms and did not impair independence.
- Solid engagement: Board met 14 times in 2024; every incumbent attained at least 75% attendance; full attendance at the 2024 annual meeting.
- Anti‑hedging/anti‑pledging policy for directors and officers enhances alignment and reduces risk.
- Equity compensation to directors (including automatic and role‑based grants) aligns director incentives with shareholders over multi‑year vesting periods.
-
Watch items / potential red flags
- Supplemental benefit plan for non‑employee directors (legacy plan) offers up to 40% of average pay for 15 years (subject to service caps). Ms. Brautigam is among the directors who participate (exceptions listed exclude DeBergalis, McGrath, Passafaro, Segarra). While common historically for community banks, director retirement benefits can raise entrenchment and independence optics.
- Majority control by Lake Shore, MHC (63.1% ownership) centralizes voting power, reducing external shareholder influence on election and say‑on‑pay outcomes, which may limit market‑based accountability levers.
- No director‑specific performance metrics apply to equity grants (time‑based vesting), consistent with small‑cap practice but offering limited direct performance linkage for director pay.
-
Additional notes
- No director perquisites exceeded $10,000 in 2024.
- Section 16(a) compliance: the Company reports all required insider ownership reports were timely for 2024.