John F. Sharkey, III
About John F. Sharkey, III
Independent director of Pathfinder Bancorp, Inc. (PBHC); age 67 as of April 11, 2025; director since 2014 with current term expiring in 2026. President of Universal Metal Works (custom metal fabrication) and Managing Partner of Universal Properties, LLC; previously President of Universal Joint Sales (sold to FleetPride in 1998), then served three years as FleetPride Regional Vice President; active in Central NY civic organizations (CenterState CEO, Oswego State Economic Advisory Council; volunteers as an Angel Flight pilot/crew member). The Board characterizes him as independent (NASDAQ standard).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Metal Works | President | Not disclosed (current) | Industrial manufacturing leadership; operational oversight |
| Universal Properties, LLC | Managing Partner | Not disclosed | Real estate management; business operations |
| Universal Joint Sales | President | Sold in 1998 | Grew to 13 locations across Northeast and Florida; executed sale to FleetPride |
| FleetPride | Regional Vice President | Three years following 1998 sale | Regional operational leadership post-acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CenterState CEO | Board/Member | Not disclosed | Regional economic development leadership |
| Oswego State Economic Advisory Council | Member | Not disclosed | Local economic advisory body |
| Angel Flight | Volunteer pilot/crew | Not disclosed | Community service and aviation support |
Board Governance
- Independence: Board determined all directors except CEO James Dowd and Director John Funiciello are independent; Sharkey is independent. Independent directors hold executive sessions at least twice per year.
- Board activity and attendance: Board held 12 regular meetings and one special meeting in 2024; no director attended fewer than 75% of Board and committee meetings.
- Committee assignments (2024): Audit Committee member; Directors’ Loan Review Committee member; not listed as chair of any committee. Audit Committee met six times in 2024.
- Board structure: Separate Chair and CEO roles; Chair (William A. Barclay) is independent.
Fixed Compensation
| Component | Amount/Terms | 2024 Sharkey Detail |
|---|---|---|
| Annual Board retainer (cash) | $20,000 (non-employee directors) | Included in fees earned |
| Board meeting fee | $800 per meeting | Included in fees earned |
| Committee meeting fee | $600 per committee meeting; Directors’ Loan Committee $300 per meeting | Included in fees earned |
| Chair premia | Board Chair $10,100; Audit Chair $4,100; other committee chairs $100/meeting | Not applicable (not a chair) |
| 2024 fees earned (cash) | — | $39,000 |
| Deferred comp earnings | Above-market/preferential earnings under Trustee Deferred Fee Plan | $5,212 |
| Total 2024 director compensation | — | $44,213 |
Performance Compensation
- Equity and bonus: No equity grants, stock awards, options, or performance-conditioned director awards disclosed for Sharkey in 2024; option holdings are only disclosed for certain other directors (Ayoub, Barclay, Gagas, Littlejohn), not Sharkey.
Other Directorships & Interlocks
- Public company boards: None disclosed for Sharkey.
- Investor representative on PBHC Board: Castle Creek Capital’s designee (Tony Scavuzzo) appointed under a director appointment right; indicates investor interlock at the Board level (not specific to Sharkey).
Expertise & Qualifications
- Operational and industrial leadership: Senior roles across manufacturing and distribution businesses; current leadership of a metal fabrication enterprise.
- Audit Committee service: Contributes to financial oversight; Audit Committee engages on financial literacy and risk oversight matters, though designated financial expert on the committee is Director Ayoub.
- Community and economic development engagement: Roles at CenterState CEO and regional advisory bodies; community aviation volunteer service.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (shares) | 51,538 shares; includes 20,000 shares in an IRA |
| Ownership as % of outstanding | 1.1% |
| Unexercised options included in beneficial ownership | None (dash in table) |
| Pledged shares | None of the shares beneficially owned by directors/executive officers or nominees are pledged; anti-pledging policy prohibits pledging and hedging for directors/NEOs. |
Governance Assessment
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Positives:
- Independent director with 10+ years of board service and active committee roles (Audit; Loan Review), supporting oversight and continuity.
- Strong operating background in industrial businesses, useful for credit, risk, and local market assessments; civic involvement aligns with community banking footprint.
- Meets attendance expectations; Board’s independent leadership structure and executive sessions bolster oversight.
-
Risks and potential conflicts:
- Insider lending: Bank currently has loans to certain directors and their immediate families, including John Sharkey III; while permitted under FDIC/Regulation O with standardized terms, insider loans merit monitoring for preferential treatment risks. The proxy states such loans are made on substantially the same terms, involve no abnormal collectability risk, and are subject to independent director approval per Code of Ethics.
- Concentration/Interlock context: Presence of investor-appointed director (Castle Creek) at Board level increases governance complexity; not directly a Sharkey conflict but relevant to board dynamics.
-
Alignment signals:
- Meaningful share ownership (1.1% outstanding) with IRA holdings; no pledging permitted, reducing alignment risk.
- Director pay structure primarily cash-based with modest deferred compensation earnings; no performance equity grants disclosed for Sharkey, limiting pay-for-performance alignment at the director level.
RED FLAGS: Related-party exposure via insider loans (monitor for adherence to “same terms” and approval processes); ensure continued transparency and adherence to anti-hedging/anti-pledging policy.