10-K/A: Carver Bancorp Amends Annual Report to Detail Executive Compensation and Governance

Sentiment:

Annual Report Amendment 29 July 2025 4:06 PM

Carver Bancorp, Inc. filed an amendment to its annual report to include previously omitted information regarding its directors, executive officers, compensation, and corporate governance.

Delay expectedThe original Form 10-K filed on June 24, 2025, omitted required Part III information, necessitating this amendment to provide the complete disclosure.

Summary

The filing is Amendment No. 1 to Carver Bancorp, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed solely to include previously omitted Part III information.
Part III details include information on the Board of Directors, executive officers, executive compensation, security ownership, certain relationships and related transactions, and principal accountant fees and services.
The Board of Directors is divided into three classes, with eight directors, and directors serve three-year terms.
Key executive officers include Donald Felix (President and CEO since November 2024), Christina L. Maier (First Senior Vice President and CFO since March 2016), and Marc S. Winkler (Senior Vice President and Chief Administrative Officer since April 2023).
Donald Felix's employment agreement includes an annual base salary of $700,000, a $100,000 signing bonus, two $100,000 performance equity grants, and a minimum annual performance-based cash bonus opportunity of $500,000.
Executive compensation for the fiscal year ended March 31, 2025, included Craig C. MacKay (former Interim CEO) with $493,951 total, Donald Felix with $455,768 total, Christina L. Maier with $287,357 total, and Marc Winkler with $316,779 total.
The company maintains a 401(k) Savings Plan with matching contributions of 100% up to 4% of pay, and a potential non-elective contribution of up to 2% of pay if performance goals are met, though no non-elective contribution was awarded for the 2022 plan year.
Carver Bancorp has adopted a Code of Ethics, a Clawback Policy for incentive-based compensation, and an Insider Trading Policy.
The Finance and Audit Committee, consisting of Colvin W. Grannum (Chairperson), Pazel G. Jackson, Jr., and Kenneth J. Knuckles, met eleven times during fiscal year 2025 and oversees financial reporting and internal controls.
Audit fees billed by BDO USA, LLP were $398,000 for FY2025 and $372,000 for FY2024, with additional audit-related and tax fees.

Sentiment

Score: 6

Explanation: The filing is primarily a compliance update to include omitted information, which is a neutral event. The detailed corporate governance and executive compensation information provided is comprehensive, but the initial omission and the noted delinquent Section 16(a) reports slightly temper the positive aspects of robust governance structures.

Positives

The Board of Directors includes members with extensive experience in real estate, finance, banking, community development, and legal fields, providing diverse expertise.
The company has adopted a robust Clawback Policy, allowing for the recoupment of erroneously awarded incentive-based compensation in case of financial restatements, aligning with SEC and Nasdaq rules.
A comprehensive Insider Trading Policy is in place, designed to promote compliance with relevant laws and regulations.
The Finance and Audit Committee is composed of independent directors, with three members qualifying as audit committee financial experts, indicating strong financial oversight.
The company's 401(k) plan includes matching contributions, demonstrating a commitment to employee benefits.

Negatives

Required Section 16(a) reports (Form 3 for Donald Felix and Marc S. Winkler, and Form 4 for Donald Felix) were not filed on a timely basis, indicating compliance lapses.

Future Outlook

The filing is an amendment to provide previously omitted corporate governance and executive compensation details and does not contain new forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Management Comments

Donald Felix, President and Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
Christina L. Maier, First Senior Vice President and Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.

Industry Context

This amendment provides detailed insights into the corporate governance and executive compensation practices of Carver Bancorp, a financial institution with a focus on community development. The disclosed information on board composition, executive expertise, and compensation structures reflects standard practices within the banking sector, particularly for smaller reporting companies. The emphasis on real estate, community development, and financial inclusion among board members aligns with the company's stated mission and market area, which is common for community banks serving specific geographic or demographic segments.

Comparison to Industry Standards

The board structure with staggered terms (three classes) is a common governance practice, though some investors prefer annual elections for all directors to enhance accountability.
The adoption of a Clawback Policy and Insider Trading Policy aligns with evolving corporate governance best practices and regulatory requirements (Dodd-Frank, Nasdaq/SEC rules) for publicly traded financial institutions.
The compensation structure for the new CEO, Donald Felix, including a significant base salary, signing bonus, equity grants, and performance-based bonuses, appears competitive for a CEO of a publicly traded bank, though specific comparisons would require detailed peer group analysis.
The composition of the Finance and Audit Committee, with all independent members and designated financial experts, meets or exceeds typical NASDAQ and SEC requirements for audit committee independence and expertise.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President and Chief Executive Officer	Craig C. MacKay (Interim)	Donald Felix	November 1, 2024	Appointment of permanent CEO following interim tenure.
Interim President and Chief Executive Officer	Craig C. MacKay		October 31, 2024	Resignation from interim role.
Senior Vice President and Chief Administrative Officer	Senior Vice President and Chief Strategy Officer	Marc S. Winkler	April 3, 2023	Change in role/title within the company.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	Carver's Board of Directors is divided into three classes, with directors serving three-year terms, and the number of directors fixed at eight.	N/A (existing structure)	Provides continuity and stability to the board, but may limit immediate shareholder influence over board composition.
Code of Ethics	Carver has adopted a Code of Ethics applicable to directors and employees, setting forth policies for legal, ethical, and responsible business conduct.	N/A (existing policy)	Enhances ethical standards and compliance framework across the organization.
Clawback Policy	The Carver Bancorp, Inc. Clawback Policy allows for the recoupment of erroneously awarded incentive-based compensation from current and former executive officers if financial results are restated due to material noncompliance.	N/A (adopted in accordance with Nasdaq and SEC rules)	Strengthens accountability for executive compensation and aligns with regulatory requirements, mitigating risks associated with financial misstatements.
Insider Trading Policy	The company maintains an Insider Trading Policy governing the purchase, sale, and disposition of its securities by directors, officers, and employees to promote compliance with insider trading laws.	N/A (existing policy)	Reduces the risk of insider trading violations and enhances market integrity and investor confidence.
Finance and Audit Committee Composition and Duties	The committee consists of Colvin W. Grannum (Chairperson), Pazel G. Jackson, Jr., and Kenneth J. Knuckles, all independent directors and audit committee financial experts. Their duties include monitoring financial reporting, internal controls, auditor independence, and legal compliance.	N/A (existing committee)	Ensures robust oversight of financial reporting, internal controls, and auditor relations, contributing to the integrity of financial disclosures.
Director Independence Standards	The Board has determined that six non-management directors are independent according to SEC and NASDAQ rules, ensuring a majority of independent oversight.	N/A (ongoing assessment)	Promotes objective decision-making and reduces potential conflicts of interest on the Board.

Related Party Transactions

Loans or extensions of credit to executive officers and directors are made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public.
Such loans do not involve more than the normal risk of repayment or present other unfavorable features.
Loans above certain thresholds (greater of $25,000 or 5% of capital and surplus, up to $500,000) to directors and executive officers require advance approval by a majority of disinterested board members.
As of the filing date, neither Carver nor Carver Federal had any outstanding loans or extensions of credit to any of its executive officers or directors.

Stakeholder Impact

Shareholders benefit from enhanced transparency and completeness of corporate governance and executive compensation disclosures, allowing for better informed investment decisions.
Employees benefit from the company's 401(k) plan, which includes matching contributions, and the potential for non-elective contributions based on company performance.
Executive officers are subject to a Clawback Policy, increasing accountability for financial reporting accuracy.
The appointment of Donald Felix as CEO provides leadership stability and a clear strategic direction for the company.

Next Steps

The company will continue to operate under the established corporate governance policies, including the Code of Ethics, Clawback Policy, and Insider Trading Policy.
The Finance and Audit Committee will continue its oversight duties, including reviewing financial statements and internal controls.

Key Dates

Date	Description
1989	Craig C. MacKay began his banking career at Bankers Trust Company.
1996	Donald Felix held various senior positions domestically and abroad at Citi.
1997	Pazel G. Jackson, Jr. became a Director of Carver and Carver Federal.
2010	Lewis P. Jones III became Managing Principal and Co-Founder at 5 Stone Green Capital.
October 27, 2011	Effective date of Carver's 1-for-15 reverse stock split.
2013	Lewis P. Jones III became Chairperson of the Board; Colvin W. Grannum and Kenneth J. Knuckles became Directors.
2013	Christina L. Maier served as Executive Vice President and Chief Financial Officer of Patriot National Bancorp, Inc.
2015	GE Capital's Real Estate Business was sold to Blackstone & Wells Fargo.
March 2016	Christina L. Maier became First Senior Vice President and Chief Financial Officer of Carver.
2016	Donald Felix became Chief of Staff in the Office of the CEO for Chase Consumer Bank & Wealth Management.
2017	Craig C. MacKay became a Director of Carver.
2017	Robin L. Nunn became Partner and Co-Chair of the Supervision, Enforcement and Litigation Group at Davis Wright Tremaine.
December 14, 2017	Grant date for Craig C. MacKay's stock options.
2018	Robin L. Nunn became Partner and Chair of the Consumer Financial Services Group at Dechert LLP.
2019	Jillian E. Joseph became a Director of Carver.
2019	Donald Felix became Managing Director of JPMorgan Chase, Head of Consumer Financial Health.
2019	Marc S. Winkler worked as an Independent Consultant at Princeton Partners FSG.
2019	Marc S. Winkler served as Interim Chief Financial Officer of Severn Bancorp, Inc.
November 2020	Carver suspended 401(k) matching contributions.
January 2021	Carver reinstated 401(k) matching contributions with an increase to 4%.
2021	Donald Felix served as Executive Vice President of Citizens Financial Group, Head of National Banking & Expansion.
January 2022	Marc S. Winkler became Senior Vice President and Chief Strategy Officer.
2022	Robin L. Nunn became a Director of Carver.
2022	Colvin W. Grannum retired as President and Chief Executive Officer of Bedford Stuyvesant Restoration Corporation.
April 25, 2022	Grant date for Christina L. Maier's stock awards.
April 3, 2023	Marc S. Winkler appointed Chief Administrative Officer.
July 21, 2023	Date of Schedule 13G filing by National Community Investment Fund.
October 1, 2023	Craig C. MacKay's employment agreement as Interim President and CEO became effective.
October 26, 2023	Grant date for Christina L. Maier's and Marc Winkler's stock awards.
December 12, 2024	Date of Schedule 13D filing by Dream Chasers Capital Group LLC.
September 30, 2024	Date used for calculating the aggregate market value of common stock held by non-affiliates ($1.92 per share).
October 31, 2024	Craig C. MacKay resigned as Interim President and Chief Executive Officer.
November 1, 2024	Donald Felix appointed President and Chief Executive Officer; Felix Employment Agreement became effective.
February 27, 2025	Grant date for Donald Felix's stock awards.
March 31, 2025	Fiscal year ended for the Annual Report on Form 10-K.
May 2025	Robin L. Nunn became a Partner in Sterlington PLLC's litigation practice.
June 24, 2025	Original filing date of the Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
July 15, 2025	Date for which 5,074,283 shares of common stock were outstanding.
July 23, 2025	Date for which security ownership of certain beneficial owners and management was reported.
July 29, 2025	Filing date of Amendment No. 1 to the Form 10-K.
November 1, 2025	Date for Donald Felix's second performance equity grant.

Recommendation

hold

This filing is an amendment to provide previously omitted corporate governance and executive compensation details, not new financial performance. While the governance structures appear robust, the initial omission and delinquent Section 16(a) reports indicate minor compliance issues. Without new financial or strategic updates, a 'hold' recommendation is appropriate as the filing primarily addresses disclosure completeness rather than operational performance or future prospects.

Keywords

Carver Bancorp, CARV, SEC filing, 10-K/A, corporate governance, executive compensation, board of directors, financial reporting, banking, community development, New York, audit committee, clawback policy

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