formdef14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by
the Registrant S
Filed by
a Party other than the Registrant £
Check the
appropriate box:
£ Preliminary
Proxy Statement
£ Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
S Definitive
Proxy Statement
£ Definitive
Additional Materials
£ Soliciting
Material Pursuant to §240.14a-11(c) or §240.14a-12
CARVER
BANCORP, INC.
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if Other Than
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
S No fee
required.
£ Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was
determined):
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
£ Fee paid
previously with preliminary materials.
£ Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
1)
|
Amount
previously paid:
|
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
July 29,
2008
Dear
Stockholder:
You are
cordially invited to attend the annual meeting of stockholders of Carver
Bancorp, Inc. (“Carver”), the holding company for Carver Federal Savings Bank,
which will be held on Tuesday, September 16, 2008 at 10:00 a.m., at the
Soundstage of The Apollo Theater, 253 West 125th Street
(between Adam Clayton Powell Jr. and Frederick Douglass Blvds.), New York, New
York (the “Annual Meeting”). We invite you to join members of our
board and management team for light refreshments from 9:00 a.m. to 9:45
a.m.
With this
letter, we are including the Notice of Annual Meeting of Stockholders, the proxy
statement, the proxy card and the 2008 Annual Report. The attached
Notice of Annual Meeting of Stockholders and proxy statement describe the formal
business to be transacted at the Annual Meeting. Directors and
officers of Carver, as well as representatives of KPMG LLP, the accounting firm
appointed by the Finance and Audit Committee of the Board of Directors to be
Carver’s independent auditors for the fiscal year ending March 31, 2009, will
attend the Annual Meeting. In addition, management will report on the
operations and activities of Carver, and there will be an opportunity for you to
ask questions about Carver’s business.
The
Board of Directors of Carver recommends a vote “FOR” Carver’s nominees for
election as director in proposal one, and “FOR” the ratification of the
appointment of KPMG LLP as our independent auditors for the fiscal year ending
March 31, 2009 in proposal two.
You may
vote over the Internet or by telephone, as well as by using the traditional
proxy card. See the proxy card or page 2 of the attached proxy
statement for instructions on these methods of voting.
The Board
of Directors, management and employees of Carver thank you for your ongoing
support and continued interest in Carver. We hope that you will join
us at the Annual Meeting.
|
Sincerely
yours,
|
|
|
|
|
|
Deborah
C. Wright
|
|
Chairman
and Chief Executive Officer
|
Your
vote is important. Please complete, sign and return the enclosed
proxy card or vote by Internet or telephone promptly, whether or not you plan to
attend the Annual Meeting.
CARVER
BANCORP, INC.
75
West 125th
Street
New
York, New York 10027-4512
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON SEPTEMBER 16, 2008
|
NOTICE IS
HEREBY GIVEN that the annual meeting of stockholders of Carver Bancorp, Inc.
(“Carver”) for the fiscal year ended March 31, 2008, will be held on Tuesday,
September 16, 2008 at 10:00 a.m. at the Soundstage of the Apollo Theater, 253
West 125th Street
(between Adam Clayton Powell Jr. and Frederick Douglass Blvds.), New York, New
York.
At the
Annual Meeting, stockholders will be asked to consider and vote upon the
following matters:
|
1.
|
To
elect two directors, each to serve for a three-year term expiring at the
Annual Meeting of stockholders for the fiscal year ending March 31, 2011
and until their respective successors have been elected and qualified;
and
|
|
2.
|
To
ratify the appointment of KPMG LLP as independent auditors for Carver for
the fiscal year ending March 31,
2009.
|
If any
other matters properly come before the Annual Meeting, including, among other
things, a motion to adjourn or postpone the Annual Meeting to another time or
place or both for the purpose of soliciting additional proxies or otherwise, the
persons named in the accompanying proxy card will vote the shares represented by
all properly executed proxies on such matters using their best judgment. As of
the date of the proxy statement, Carver’s management is not aware of any other
such business.
The Board
of Directors has fixed July 29, 2008 as the record date for determining the
stockholders entitled to notice of and to vote at the Annual Meeting and at any
adjournment or postponement thereof. Only stockholders of Carver as
of the close of business on the record date will be entitled to vote at the
Annual Meeting or any adjournment or postponement thereof. A list of
stockholders entitled to vote at the Annual Meeting will be available at Carver
Federal Savings Bank, 75 West 125th Street,
New York, New York, for a period of ten days prior to the Annual Meeting and
will also be available at the Annual Meeting.
Please
promptly sign, date and return the enclosed proxy card or vote by Internet at
http://proxyvoting.com/carv
or telephone at 800.730.7859. The proxy may be revoked at any time prior to its
exercise in the manner described in the attached proxy statement.
|
By
Order of the Board of Directors,
|
|
|
|
|
|
Sheila
Kennedy
|
|
Vice
President and Secretary
|
July 29,
2008
CARVER
BANCORP, INC.
75
West 125th
Street
New
York, New York 10027-4512
ANNUAL
MEETING OF STOCKHOLDERS
SEPTEMBER
16, 2008
General
This
proxy statement and accompanying proxy card are being furnished to stockholders
of Carver Bancorp, Inc. in connection with the solicitation of proxies by the
Board of Directors of Carver to be used at the annual meeting of stockholders
for the fiscal year ended March 31, 2008 (“fiscal 2008”), to be held on
September 16, 2008 at 10:00 a.m., at the Soundstage of The Apollo Theater, 253
West 125th Street,
New York, New York, and at any adjournment or postponement thereof (the “Annual
Meeting”). The accompanying Notice of Annual Meeting and proxy card,
and this proxy statement, are first being mailed to stockholders on or about
August 5, 2008.
Carver
Bancorp, Inc., a Delaware corporation, operates as a savings and loan holding
company for Carver Federal Savings Bank. In this proxy statement, we
refer to Carver Bancorp, Inc. as “Carver” or the “Company” and Carver Federal
Savings Bank as “Carver Federal” or the “Bank.”
Who
Can Vote
The Board
of Directors of Carver has fixed the close of business on July 29, 2008 as the
record date for determining stockholders entitled to receive notice of and to
vote at the Annual Meeting. Only stockholders of record at the close
of business on that date will be entitled to vote at the Annual
Meeting. As of the close of business on July 17, 2008, the
outstanding voting stock of Carver consisted of 2,524,691 shares of common
stock, par value $.01 per share (“Common Stock” or “Voting
Stock”). The holders of record of a majority of the total
number of votes eligible to be cast in the election of directors represented in
person or by proxy at the Annual Meeting, will constitute a quorum for the
transaction of business at the Annual Meeting.
How
Many Votes You Have
Each
holder of shares of Common Stock outstanding on July 29, 2008 will be entitled
to one vote for each share held of record (other than Excess Shares, as defined
below) upon each matter properly submitted at the Annual Meeting. As
provided in Carver’s Certificate of Incorporation, record holders of Voting
Stock who beneficially own in excess of 10% of the outstanding shares of Voting
Stock (“Excess Shares”) shall be entitled to cast only one-hundredth of one vote
per share for each Excess Share.
A person
or entity is deemed to beneficially own shares owned by an affiliate or
associate as well as by persons acting in concert with such person or
entity. Carver’s Certificate of Incorporation authorizes the Board of
Directors to interpret and apply the provisions of the Certificate of
Incorporation and Bylaws governing Excess Shares and to determine on the basis
of information known to it after reasonable inquiry of all facts necessary to
ascertain compliance with the Certificate of Incorporation, including, without
limitation: (1) the number of shares of Voting Stock beneficially owned by any
person or purported owner; (2) whether a person or purported owner is an
affiliate or associate of, or is acting in concert with, any other person or
purported owner; and (3) whether a person or purported owner has an agreement or
understanding with any person or purported owner as to the voting or disposition
of any shares of Voting Stock.
How
You Can Vote
If you
are a stockholder whose shares are registered in your name, you may vote your
shares by one of the three following methods:
Vote by Internet, by going to
the web address http://www.proxyvoting.com/carv
and following the instructions for Internet voting shown on the enclosed proxy
card.
Vote by Phone, by dialing
1-800-730-7859 and following the instructions for telephone voting shown on the
enclosed proxy card.
Vote by Proxy Card, by
completing, signing, dating and mailing the enclosed proxy card in the envelope
provided.
If you
vote by telephone or Internet, please do not mail your proxy card.
If you
return your signed proxy card or use Internet or telephone voting before the
Annual Meeting, the named proxies will vote your shares as you
direct. You have three choices on each matter to be voted
on. For the election of directors, you may (1) vote FOR all the
nominees, (2) WITHHOLD your vote from all nominees or (3) WITHHOLD your vote
from nominees you designate. See “Proposal One–Election of
Directors.” For Proposal Two–Ratification of Appointment of
Independent Auditors you may vote “FOR”, “AGAINST” or “ABSTAIN” from
voting.
If
you send in your proxy card or use Internet or telephone voting, but do not
specify how you want to vote your shares, the named proxies will vote “FOR” the nominees for
election as director (“Proposal One”) and “FOR” the ratification
of the appointment of KPMG LLP as independent auditors for Carver for the fiscal
year ending March 31, 2009 (“Proposal Two”).
If you
are a stockholder whose shares are not registered in your own name, you will
need appropriate documentation from the stockholder of record to vote personally
at the Annual Meeting. You may receive a separate voting instruction
form with this proxy statement, or you may need to contact your broker or other
nominee to determine whether you will be able to vote electronically using the
Internet or telephone.
Votes
Required
Proposal One. Directors are
elected by a plurality of votes cast in person or by proxy at the Annual
Meeting. The two nominees receiving the highest number of votes cast
in person or by proxy at the Annual Meeting will be elected to the Board of
Directors. As such, if you do not vote for a nominee, your vote will
not count “for” or “against” the nominee. If you “withhold” authority
for any nominee, your vote will not count “for” or “against” the nominee, unless
you properly submit a new proxy card or vote at the Annual
Meeting. You may not vote your shares cumulatively for the election
of directors.
If your
shares are held in “street name,” your broker may vote your shares without
receiving instructions from you. Shares that are not voted by a
broker are called “broker non-votes.” Shares underlying broker
non-votes will have no effect on the election of directors.
Proposal Two. The
ratification of the appointment of KPMG LLP as Carver’s independent auditors
requires the affirmative vote of the holders of a majority of the number of
votes eligible to be cast by the holders of Voting Stock present, in person or
by proxy, and entitled to vote at the Annual Meeting. So, if you
“abstain” from voting on this proposal, it has the same effect as if you voted
“against” the proposal. Broker non-votes will have no effect on the
outcome of this proposal.
Revocability
of Proxies
If you
are a stockholder whose shares are registered in your name, you may revoke your
grant of a proxy at any time before it is voted at the Annual Meeting
by:
|
·
|
filing
a written revocation of the proxy with Carver’s
Secretary;
|
|
·
|
submitting
another proper proxy with a more recent date than that of the proxy first
given by (1) following the Internet voting instructions, (2) following the
telephone voting instructions, or (3) completing, signing, dating and
returning a proxy card to the Company;
or
|
|
·
|
attending
and voting in person at the Annual
Meeting.
|
If you
are a stockholder whose shares are not registered in your name, you may revoke
your proxy by contacting your bank or broker for revocation
instructions.
We are
soliciting proxies only for the Annual Meeting. If you grant us a
proxy to vote your shares, the proxy will be exercised only at the Annual
Meeting.
Dissenters’
Right of Appraisal
Pursuant
to Delaware corporation law, the actions contemplated to be taken at the Annual
Meeting do not create appraisal or dissenters’ rights.
Interests
of Certain Persons in Matters to Be Acted Upon
Other
than for the election of directors, no current or nominated director or
executive officer, nor any of their associates has any direct or indirect
interest in any matter to be acted upon at the annual
meeting.
Solicitation
of Proxies
This
proxy is being solicited by the Board of Directors of Carver. In
addition to solicitation by mail, certain directors, officers and employees of
Carver may solicit proxies for the Annual Meeting from Carver stockholders
personally or by telephone or telegram without additional remuneration for that
solicitation. Carver will also provide persons, firms, banks and
corporations holding shares in their names or in the names of nominees, which in
either case are beneficially owned by others, proxy material for transmittal to
such beneficial owners and will reimburse such record owners for their expenses
in doing so.
Carver
has retained the proxy solicitation firm of Morrow & Co., LLC (“Morrow”) to
assist in the solicitation of proxies. Pursuant to Carver’s agreement with
Morrow, Morrow will provide various proxy advisory and solicitation services for
Carver at an anticipated cost of $6,000 plus reasonable
out-of-pocket expenses. Carver will bear the entire cost of
solicitation of proxies, including the preparation, assembly, printing and
mailing of this proxy statement and any additional information furnished to
Carver stockholders.
SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of July 17, 2008, certain information as to
shares of Voting Stock beneficially owned by persons owning in excess of 5% of
any class of Carver’s outstanding Voting Stock. Carver knows of no
person, except as listed below, who beneficially owned more than 5% of any class
of the outstanding shares of Carver’s Voting Stock as of July 17,
2008. Except as otherwise indicated, the information provided in the
following table was obtained from filings with the Securities and Exchange
Commission (“SEC”) and with Carver pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Addresses provided are those
listed in the filings as the address of the person authorized to receive notices
and communications. For purposes of the table below and the table set
forth under “Security Ownership of Management,” in accordance with Rule 13d-3
under the Exchange Act, a person is deemed to be the beneficial owner, for
purposes of these tables, of any shares of stock (1) over which he or she has or
shares, directly or indirectly, voting or investment power, or (2) of which he
or she has the right to acquire beneficial ownership at any time within 60 days
after July 17, 2008. As used in this proxy statement, “voting power”
is the power to vote or direct the voting of shares, and “investment power”
includes the power to dispose or direct the disposition of shares.
Name
and Address
of
Beneficial Owner
|
|
Amount
and Nature of Beneficial
Ownership
|
|
|
Percent
of
Common
Stock
Outstanding(1)
|
|
|
|
|
|
|
|
|
Wellington
Management Company, LLP
|
|
|
244,500 |
(2) |
|
|
9.68 |
% |
75
State Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
|
|
|
Donald
Leigh Koch
|
|
|
224,050 |
(3) |
|
|
8.87 |
% |
c/o
Koch Asset Management, L.L.C.
|
|
|
|
|
|
|
|
|
1293
Mason Road
|
|
|
|
|
|
|
|
|
Town
& Country, MO 63131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third
Avenue Management LLC
|
|
|
218,500 |
(4) |
|
|
8.65 |
% |
622
Third Avenue, 32nd
Floor
|
|
|
|
|
|
|
|
|
New
York, NY 10017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah
C. Wright
|
|
|
208,551 |
(5) |
|
|
7.73 |
% |
c/o
Carver Federal Savings Bank
|
|
|
|
|
|
|
|
|
75
West 125th
Street
|
|
|
|
|
|
|
|
|
New
York, NY 1027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RASARA
Strategies, inc.
|
|
|
204,000 |
(6) |
|
|
8.08 |
% |
160
North State Road
|
|
|
|
|
|
|
|
|
Briarcliff
Manor, NY 10510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northstar
Investment Corp.
|
|
|
150,540 |
(7) |
|
|
5.96 |
% |
20
North Wacker Drive, Suite 1416
|
|
|
|
|
|
|
|
|
Chicago,
IL 60606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kuby
Gottlieb Special Value Fund, LP
|
|
|
134,381 |
(8) |
|
|
5.32 |
% |
20
North Wacker Drive, Suite 1416
|
|
|
|
|
|
|
|
|
Chicago,
IL 60606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AXA
Financial, Inc.
|
|
|
132,960 |
(9) |
|
|
5.27 |
% |
1290
Avenue of the Americas
|
|
|
|
|
|
|
|
|
New
York, NY 10104
|
|
|
|
|
|
|
|
|
(1)
|
On
July 17, 2008, there were 2,524,691 outstanding shares of Common
Stock.
|
(2)
|
Based
on a Schedule 13G/A filed with the SEC on February 14, 2007 by Wellington
Management Company, LLP.
|
(3)
|
Based
on a Schedule 13G/A filed with the Securities and Exchange Commission
jointly by Koch Asset Management, L.L.C. (“KAM”) and Donald Leigh Koch on
March 24, 2008. In its role as an investment manager having
trading authority over securities held in accounts on behalf of its
clients (“Managed Portfolios”), KAM has sole dispositive power over
224,050 shares of Common Stock and, as a result, may be deemed to be the
beneficial owner of the same. Donald Leigh Koch owns 100% of
KAM and serves as its managing member, from which Mr. Koch may be deemed
to have the power to exercise any dispositive power that KAM may have with
respect to Carver Common Stock. Additionally, Mr. Koch,
individually, and Mr. Koch and his spouse, jointly, own and hold voting
power with respect to Managed Portfolios containing approximately 59,000
shares of Common Stock (the “Koch Shares”). Other than with
respect to the Koch Shares, Mr. Koch specifically disclaims beneficial
ownership over any shares of Common Stock that he or KAM may be deemed to
beneficially own.
|
(4)
|
Based
on a Schedule 13G/A filed with the Securities and Exchange Commission on
February 14, 2006 by Third Avenue Management
LLC.
|
(5)
|
Includes
173,553 vested options to purchase shares of Common Stock. See
footnote (4) to the table set forth under “Security Ownership of
Management” for additional information regarding these stock
options.
|
(6)
|
Based
on a Schedule 13G filed with the Securities and Exchange Commission on
January 13, 2003 by RASARA Strategies,
Inc.
|
(7)
|
Based
on a Schedule 13G/A filed with the Securities and Exchange Commission on
May 8, 2008 by North Star Investment Management
Corp.
|
(8)
|
Based
on a Schedule 13G/A filed with the securities Exchange Commission on July
17, 2008 by Kuby Gottlieb Special Value Fund,
LP.
|
(9)
|
Based
on a Schedule 13G filed with the Securities and Exchange Commission
jointly by AXA Financial, Inc. (“AFI”), AXA (“AXA”), AXA Courtage
Assurance Mutuelle (“CAM”), AXA Assurances Vie Mutuelle (“AVM”) and AXA
Assurances I.A.R.D. Mutuelle (“IARD”, together with CAM and AVM,
collectively, the “AXA Mutuelles”) on February 14, 2008. AXA is
controlled by the AXA Mutuelles. AXA owns AFI. AFI
is the parent holding company of AXA Rosenberg Investment Management LLC
(“ARIM”), which has sole dispositive power over 132,960 shares of Common
Stock and sole voting power over 54,612 shares of Common
Stock. ARIM operates under independent management and makes
independent investment decisions. Each of the AXA Mutuelles, as
a group, and AXA expressly disclaims beneficial ownership of any Common
Stock.
|
Security
Ownership of Management
The
following table sets forth information about the shares of Voting Stock
beneficially owned by each nominee, each Continuing Director (as defined
herein), each Named Executive Officer identified in the Summary Compensation
Table included in this proxy statement, and all directors and executive officers
of Carver or Carver Federal, as a group, as of July 17, 2008. Except
as otherwise indicated, each person and each group shown in the table has sole
voting and investment power with respect to the shares of Voting Stock
indicated.
|
|
|
|
|
|
Amount
and Nature of Beneficial Ownership of Common Stock
(1)
(2)
|
|
|
Percent
of Common Stock Outstanding (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah
C. Wright (4)
|
|
|
Chairman
and Chief Executive Officer
|
|
|
|
208,551 |
|
|
|
7.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carol
Baldwin Moody
|
|
|
Director
|
|
|
|
5,073 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel
J. Daniel
|
|
|
Director
|
|
|
|
1,807 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
L. Hinds
|
|
|
Director
|
|
|
|
10,094 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
Holland, Jr.
|
|
|
Director
|
|
|
|
18,547 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pazel
G. Jackson, Jr.
|
|
|
Director
|
|
|
|
1,391 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward
B. Ruggiero (5)
|
|
|
Director
|
|
|
|
5,420 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
R. Tarter
|
|
|
Director
|
|
|
|
800 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy
Swan
|
|
|
Executive
Vice President and Chief Financial Officer
|
|
|
|
20,524 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
H. Bason
|
|
|
Senior
Vice President and Chief Lending Officer
|
|
|
|
10,417 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
M. Ifill
|
|
|
Senior
Vice President and Chief Retail Officer
|
|
|
|
230 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
F. Koehler
|
|
|
Executive
Vice President, Chief of Lending
|
|
|
|
200 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
directors and executive officers
as a group persons (16 persons) (6)
|
|
|
|
306,199 |
|
|
|
11.22 |
% |
* Less
than 1% of outstanding Common Stock.
(1)
|
Includes
173,553; 400; 1,000; 3,987; 1,000; 400; and 9,413 shares which may be
acquired by Ms. Wright; Ms. Baldwin Moody; Mr. Hinds; Mr. Holland; Mr.
Ruggiero; Mr. Tarter; and Mr. Swan; respectively, pursuant to options
granted under the option plans, which such person has the right to acquire
within 60 days after July 17, 2008 by the exercise of stock options.
Options to purchase 1,000 shares that were held by Mr. Jackson
expired on November 18, 2007 without being exercised. All stock
options granted in fiscal years 2004 and 2005 represented in this table
are exercisable as to one-third of the options on the first anniversary of
the date of grant, another one-third on the second anniversary of the date
of grant, and the remaining one-third on the third anniversary of the date
of grant. For grants made to officers in 2006, the Compensation
Committee approved management’s recommendation to use a five-year
performance-accelerated vesting schedule with return on assets as the
performance measure.
|
(2)
|
Includes
18,456 shares in the aggregate held by the ESOP Trust that have been
allocated as of December 31, 2007 to the individual accounts of executive
officers under the ESOP and as to which an executive officer has sole
voting power for the shares allocated to such person’s account, but no
dispositive power, except in limited circumstances. Also includes
unallocated shares held by the ESOP Trust as of June 30, 2008 as to which
the Board shares voting and dispositive power. Each member of
the Board disclaims beneficial ownership of the shares held in the ESOP
Trust.
|
(3)
|
Percentages
with respect to each person or group of persons have been calculated on
the basis of 2,524,691 shares of Common Stock, the total number of shares
of Common Stock outstanding as of July 17, 2008 plus the number of shares
of Common Stock which such person or group has the right to acquire within
60 days after July 17, 2008 by the exercise of stock
options.
|
(4)
|
On
June 1, 1999, Ms. Wright was awarded options to purchase 30,000 shares of
Common Stock at a price per share of $8.125 under the 1995 Option Plan
(the "Option Plan"); on June 1, 2000, Ms. Wright was awarded options to
purchase 30,000 shares of Common Stock at a price per share of $8.21 under
the Option Plan; on August 22, 2001, Ms. Wright was awarded options to
purchase 30,000 shares of Common Stock at a price per share of $9.93 under
the Option Plan; on June 12, 2002, Ms. Wright was awarded options to
purchase 30,000 shares of Common Stock at a price per share of $12.06; and
on June 24, 2003, Ms. Wright was awarded options to purchase 20,000 shares
of Common Stock at a price per share of $16.41, all of which have vested
as of the date of this proxy statement. On June 24, 2004, Ms.
Wright was awarded options to purchase 15,000 shares of Common Stock at a
price per share of $19.63, all of which have vested as of the date of this
proxy statement. On June 9, 2005, Ms. Wright was awarded
options to purchase 13,581 shares of Common Stock at a price per share of
$17.13, which vest pursuant to the five-year performance accelerated
vesting schedule. On November 20, 2006 Ms. Wright received
options to purchase 11,742 shares of Common Stock at a price per share of
$16.50 under the 2006 Stock Incentive Plan (the "Stock Incentive Plan"),
which vests pursuant to the five-year performance accelerated vesting
schedule. On May 11, 2007 Ms. Wright received options to
purchase 11,742 shares of Common Stock at a price per share of $16.90
under the Stock Incentive Plan, which vests pursuant to the five-year
performance accelerated vesting schedule. On June 1, 1999, Ms.
Wright was awarded 7,500 shares of restricted stock under the Management
Reorganization Plan (the "MRP"), all of which have vested as of the date
of this proxy statement; on September 18, 2001 Ms. Wright was awarded
1,817 shares of restricted stock under the MRP that immediately vested; on
June 12, 2002 Ms. Wright was awarded 2,902 shares of restricted stock
under the all of which has vested as the date of this proxy statement; on
June 24, 2003 Ms. Wright was awarded 2,500 shares of restricted stock
under the MRP, all of which has vested as of the date of this proxy
statement; on June 24, 2004 Ms. Wright was awarded 2,500 shares of
restricted stock under the MRP, which vests in equal installments on each
of June 24, 2005, 2006 and 2007; and on June 9, 2005 Ms. Wright
was awarded 5,432 shares of restricted stock under the MRP, which vests
pursuant to the five-year performance accelerated vesting
schedule. On November 11, 2006 Ms. Wright was awarded 5,513
shares of restricted stock under the MRP, which vests pursuant to the
five-year performance acceleration vesting schedule. On June 11, 2008, Ms.
Wright was awarded 4,807 shares of restricted stock under the 2006 Stock
Incentive Plan, which vests pursuant to a five year
performance-accelerated schedule.
|
(5)
|
Shared
voting and dispositive power with
spouse.
|
(6)
|
Includes
203,928 shares that may be acquired by executive officers and directors
pursuant to options granted under Carver’s stock option
plans. Excludes the 23,660 unvested shares of restricted stock
awarded to the executive officers and directors under the MRP with respect
to which such executive officers and directors have neither voting nor
dispositive power.
|
PROPOSAL
ONE
General
The
Certificate of Incorporation of Carver provides that Carver’s Board of Directors
shall be divided into three classes, as nearly equal in number as
possible. The directors of each class serve for a term of three
years, with one class elected each year. In all cases, directors
serve until their successors are elected and qualified.
Carver’s
Board of Directors has the discretion to fix the number of directors by
resolution and has so fixed this number at eight. The terms of two
directors expire at the Annual Meeting. Edward B. Ruggiero and Carol
Baldwin Moody, whose terms are expiring, have been nominated and approved by
Carver’s Nominating/Corporate Governance Committee and ratified by the Board of
Directors to be re-elected at the Annual Meeting to serve for a term of three
years and until their respective successors are elected and
qualified.
Each
nominee has consented to being named in this proxy statement and to serve if
elected. However, if any nominee is unable to serve, the shares
represented by all properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of Directors may
recommend, or the size of the Board of Directors may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee
might be unavailable to serve.
Information
Regarding Nominees and Continuing Directors
The
following table sets forth certain information with respect to the nominees for
election as a director and each director whose term does not expire at the
Annual Meeting (“Continuing Director”). There are no arrangements or
understandings between Carver and any director or nominee pursuant to which such
person was elected or nominated to be a director of Carver. For
information with respect to the ownership of shares of the Common Stock by
directors and the nominees, see “Security Ownership of Certain Beneficial Owners
and Management—Security Ownership of Management.”
Name
|
|
|
Age (1)
|
|
|
End
of Term
|
|
|
Position
Held with
Carver and Carver Federal
|
|
|
Director Since
|
Nominees
for Three-Year Term Expiring in 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carol
Baldwin Moody
|
|
|
51
|
|
|
2008
|
|
|
Director
|
|
|
2003
|
Edward
B. Ruggiero
|
|
|
55
|
|
|
2008
|
|
|
Director
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
L. Hinds
|
|
|
61
|
|
|
2010
|
|
|
Director
|
|
|
2000
|
Pazel
G. Jackson, Jr.
|
|
|
76
|
|
|
2010
|
|
|
Director
|
|
|
1997
|
Deborah
C. Wright
|
|
|
50
|
|
|
2010
|
|
|
Chairman
and Chief Executive Officer
|
|
|
1999
|
Dr.
Samuel J. Daniel
|
|
|
57
|
|
|
2009
|
|
|
Director
|
|
|
2006
|
Robert
Holland, Jr.
|
|
|
68
|
|
|
2009
|
|
|
Lead
Director
|
|
|
2000
|
Robert
R. Tarter
|
|
|
59
|
|
|
2009
|
|
|
Director
|
|
|
2006
|
Directors’
Backgrounds
The
principal occupation and business experience of the nominees for election as
director and each Continuing Director is set forth below.
Nominees
for Election as Director
The
Nominating/Corporate Governance Committee of the Board of Directors nominated,
and the Board of Directors approved, the following individuals be elected as
Director:
Carol Baldwin Moody is the
Chief Compliance Officer of Nationwide Financial Services (NYSE:NFS), a position
she assumed in November 2005. Prior to that, she was the Chief
Compliance Officer for TIAA-CREF, a position she assumed in February 2004. Prior to that, she was the
Managing Director of TCW/Latin America Partners, LLC, a position she assumed in
April 2000. Prior to that, she was the Head of Compliance/Global
Relationship Banking at Citibank where she was responsible for assisting the
business in its responsibilities to comply with all applicable laws,
regulations, corporate policies and standards in over 90
countries. From 1988 to 2000, she held several senior legal and
compliance positions at Citibank. She is a member of the Brister
Society of the University of Pennsylvania. Ms. Baldwin Moody holds a
B.S.E. from the Wharton School of the University of Pennsylvania and a J.D. from
Columbia University.
Edward B. Ruggiero is Senior
Vice President and Treasurer of Time Warner Inc., where he is responsible for
that company’s worldwide treasury activities including capital structure,
capital markets, bank relations, treasury operations, real estate finance and
risk management. Mr. Ruggiero joined Time Warner in
1996. Prior to that, he was Executive Vice President–Corporate
Finance and Strategy for The Dime Savings Bank of New York,
FSB. During his 14 years with Dime, he served in various management
positions, including Controller, Chief Planning and Compliance Officer and Chief
Operating Officer of its mortgage banking subsidiary. Mr. Ruggiero
holds a B.S. from St. John’s University.
The
Board of Directors Recommends a Vote
FOR Each
Nominee for Election as Director.
Please
Mark Your Vote on the Enclosed Proxy Card and
Return
it in the Enclosed Postage-Prepaid Envelope
or
Vote by Internet or Telephone.
|
Continuing
Directors
Dr. Samuel J. Daniel is
President and CEO of North General Hospital, a position he assumed in April
2001. From 1998 to 2001, Dr. Daniel was the Medical Director and
Director of Medicine at North General Hospital. From 1994 to 1999,
Dr. Daniel was the Program Director of the North General Hospital Internal
Medicine Residency Program and the Hospital’s Chief of
Gastroenterology. Dr. Daniel also holds the academic position of
Associate Clinical Professor at Mount Sinai School of Medicine. Dr. Daniel is a Diplomate
of the American Board of Internal Medicine and Gastroenterology and has various
board memberships and affiliations with a number of distinguished medical and
civic organizations.
David L. Hinds is a retired
Managing Director of Deutsche Bank. During his extensive career at
Deutsche Bank and Bankers Trust, Mr. Hinds led several operating divisions, a
start-up technology division and a global marketing and sales
organization. Most recently, he was Managing Director/Partner for
Deutsche Bank’s Global Cash Management and Trade Finance Division, where he had
profit and loss responsibility for all business activities including global
sales, operations, product management, credit and technology. He is a
board member of Independence Community Bank and the SBLI Mutual Life Insurance
Company, past President of the Executive Leadership Council and Co-Founder of
the Urban Bankers Coalition.
Robert Holland, Jr. is a General Partner of
Williams Capital Partners, a private equity investment firm, a position which he
assumed in 2003. Currently, Mr. Holland is raising capital for an
unrelated fund for investing in mid-cap businesses in West
Africa. Formerly, he was Chairman and Chief Executive Officer of
Workplace Integrators, a Southeast Michigan company he acquired in June 1997 and
built into one of the largest Steelcase Office Furniture dealerships in the
United States. He divested this business in April
2001. Mr. Holland was formerly President and Chief Executive Officer
of Ben & Jerry’s, Chairman and Chief Executive Officer of Rokher-J, Inc., a
New York-based holding company that participates in business development
projects and provides strategy development assistance to senior management of
major corporations, and a partner with the consulting firm McKinsey &
Company. Mr. Holland is a member of the Boards of Lexmark
International, Inc., YUM Brands, Inc., Singapore-based Neptune Orient Lines and
the Harlem Junior Tennis Program. Mr. Holland is Vice Chairman of the
Board of Trustees of Spellman College and is a member of the Executive Board of
the Harvard Journal of African-American Public Policy.
Pazel G. Jackson, Jr. retired
as Senior Vice President of JPMorganChase in 2000. During his 37-year
career in banking at JPMorganChase, Chemical Bank, Texas Commerce Bank and The
Bowery Savings Bank, Mr. Jackson held several senior management
positions. Most recently, from January 1995 to 2000, Mr. Jackson was
responsible for Mortgage market development throughout the US for
JPMorganChase. His prior positions included Senior Credit Officer of
Chemical Mortgage Division, President of Texas Commerce Mortgage Company,
Business Manager of Chemical Mortgage Division, Chief Lending Officer of The
Bowery Savings Bank and Marketing Director of The Bowery Savings
Bank. Mr. Jackson is a licensed Professional Engineer with more than
16 years’ experience in design and construction. Mr. Jackson earned
B.C.E. and M.C.E. degrees from the City College of New York and an M.B.A. degree
from Columbia University.
Robert R. Tarter is an
Executive Vice President and head of the Relationship Management Group of the
State Street Corporation, responsible for managing the firm’s customer relations
worldwide. Mr. Tarter joined State Street in 1994, as Senior Vice
President and Director of Sales and Marketing for the Master Trust and Public
Funds business. Mr. Tarter has held several executive level positions
during his tenure with State Street. Prior to joining State Street,
Mr. Tarter was with Bankers Trust, for over 20 years and during his time there,
he held a number of senior positions, both in the U.S. and in overseas
locations. He has managed teams responsible for institutional client
service and sales of investment and commercial banking products in the U.S.,
Latin America, the Far East, Europe, the Middle East and Africa. Mr.
Tarter is a member of several Boards, including the Partnership, Inc., and
CitiStreet, LLC, and is a member of the Executive Leadership
Council. Mr. Tarter is a 1970 graduate of the Wharton School at
the University of Pennsylvania.
Deborah C. Wright is Chairman, President
and Chief Executive Officer of Carver and Carver Federal. The Board
of Directors elected her to the post of Chairman in February
2005. Ms. Wright has held the titles President & CEO since June
1, 1999. Prior to joining Carver in June 1999, Ms. Wright was
President and Chief Executive Officer of the Upper Manhattan Empowerment Zone
Development Corporation, a position she had held since May 1996. She
previously served as Commissioner of the Department of Housing Preservation and
Development under Mayor Rudolph W. Giuliani from January 1994 through March
1996. Prior to that appointment, Mayor David N. Dinkins appointed Ms.
Wright to the New York City Housing Authority Board, which manages New York
City’s 189,000 public housing units. Ms. Wright serves on the boards
of Kraft Foods Inc., Time Warner Inc., The Partnership for New York City, the
Children’s Defense Fund and Sesame Workshop. She is a member of the
Board of Managers of the Memorial Sloan-Kettering Cancer Center. Ms.
Wright earned A.B., J.D. and M.B.A. degrees from Harvard
University.
Executive
Officers of Carver and Carver Federal
Biographical
information for Carver’s executive officers who are not directors is set forth
below. Such executive officers are officers of Carver and Carver
Federal. The information is provided as of July 17,
2008.
Executive
Officers
James Bason, 53, is Senior
Vice President and Chief Lending Officer. He joined Carver in March
2003. Previously, Mr. Bason was Vice President and Real Estate Loan
Officer at The Bank of New York where he had been employed since 1991 when The
Bank of New York acquired Barclays Bank (where he had been employed since
1986). At The Bank of New York, he was responsible for developing and
maintaining relationships with developers, builders, real estate investors and
brokers to provide construction and permanent real estate
financing. At Barclays, Mr. Bason began his career in residential
lending and eventually became the bank’s CRA officer. Mr. Bason
earned a B.S. in Business Administration from the State University of New York
at Oswego.
Carmelo Felix, 60, is Senior Vice President
and Chief Auditor. Mr. Felix joined Carver in January
2005. He was previously Deputy General Manager at Korea Exchange
Bank’s Regional Headquarters for the Americas where he was responsible for the
administration of the bank’s Internal Audit Department in the Western
Hemisphere. Mr. Felix earned a B.A. in Accounting from Pace
University.
Charles Koehler, 64, is
Executive Vice President and Business Development
Officer. Previously, from 2006 to 2008, Mr. Koehler served as the
Executive Vice President of the Lending Department at Carver
Federal. Prior to this appointment, he served as the President and
CEO of Community Capital Bank beginning in 1998. He has an extensive
background in many phases of banking with over 40 years’ experience, primarily
in the credit arena. He is the Chairman of the Board of the Brooklyn
Economic Development Corporation and serves as a Director of the Brooklyn
Educational Opportunity Corporation, a Division of SUNY.
Susan M. Ifill, 48, is Senior
Vice President and Chief Retail Officer of Carver Federal Savings Bank and
joined the organization in January 2007 after 28 years at Bank of
America. Prior to her current position, Ms. Ifill led a group of 23
Client Managers in the Premier Banking Division of Bank of
America. Ms. Ifill has held numerous roles of increasing
responsibility, including Director of both the Trust Advisory Group and Client
Distribution Group in the Private Bank, Director of Employee Banking Services,
and various senior management roles in Corporate Learning & Development and
the Retail Banking Division. Ms. Ifill serves on the Board of
Directors for Association for Children of New Jersey and the Board of Trustees
for Cambridge College in Boston. Ms. Ifill attended the University of
Massachusetts, Dartmouth for her undergraduate work and earned a masters degree
in Management and certification in Negotiation and Conflict Resolution from
Cambridge College.
Blondel A. Pinnock, 40, is Senior Vice
President, Carver Federal Savings Bank and President of
Carver Community Development Corporation. Ms. Pinnock joined Carver in
April 2008. Prior to joining Carver, Ms. Pinnock was Senior Vice President of
Bank of America where she was a community development lender and business
development officer. Ms. Pinnock has over a ten year background in
financing the development of residential and commercial real estate projects
located within low and moderate income neighborhoods throughout New York City
and outlying areas. Prior to her tenure at Bank of America, Ms.
Pinnock worked as
counsel and deputy director for the New York City’s Housing, Preservation and
Development Department’s Tax Incentives Unit ,where she assisted in the
implementation of the City's real estate tax programs for low, moderate and
market rate projects. She earned a B. A. from Columbia College and a J. D.
from Hofstra University School of Law.
Margaret D. Roberts, 57, is Senior Vice President
and Chief Human Resources Officer. Ms. Roberts joined Carver in
November 1999 as Senior Vice President and Chief Administrative Officer from
Deutsche Bank where she had served as a Compensation Planning Consultant in
Corporate Human Resources. Prior to that, Ms. Roberts was a Vice
President and Senior Human Resources Generalist for Citibank Global Asset
Management. Ms. Roberts also has 10 years of systems and technology
experience from various positions held at JP Morgan and Chase Manhattan
Bank. Ms. Roberts earned a B.P.S. degree from Pace University, an
M.B.A. from Columbia University as a Citicorp Fellow, and has been designated a
Certified Compensation Professional (CCP) by the WorldatWork Society of
Certified Professionals and a Senior Professional in Human Resources (SPHR) by
the Human Resource Certification Institute.
Roy Swan, 44, is Executive
Vice President and Chief Financial Officer. He joined Carver in May
2005 from Time Warner Inc., where he had been Vice President, Finance &
Administration since March 2003. From March 1999 to March 2003, Mr.
Swan was a Principal and Vice President in Mergers & Acquisitions at
Hambrecht & Quist and successor firm J.P. Morgan
Securities. Prior to that, Mr. Swan held positions at other
investment banks including Salomon Brothers and The First Boston Corporation,
and at the law firm of Skadden, Arps, Slate, Meagher & Flom. From
May 1996 to April 1998, Mr. Swan was Chief Investment Officer of the Upper
Manhattan Empowerment Zone Corporation. Mr. Swan serves on the boards
of The Dalton School and the Partnership for After School
Education. He earned an A.B. degree from Princeton University and a
J.D. degree from Stanford Law School.
Michael A. Trinidad, 51, is
Senior Vice President and Controller. He joined Carver in June
2007. Previously, Mr. Trinidad was First Vice President and Corporate
Accounting Manager at Independence Community Bank, a position he held since
1997. Mr. Trinidad was employed at Independence Community Bank since
1989, where he held various managerial roles with increasing responsibilities in
the Corporate Accounting Group. In 2006, Independence Community Bank
was acquired by Sovereign Bancorp Inc. Prior to Independence, Mr.
Trinidad was employed by Greater New York Savings Bank (acquired by Astoria
Financial Corp. in 1997). At Greater New York, Mr. Trinidad held
various managerial roles in Accounting, Lending and Information Technology
Groups. Mr. Trinidad earned a B.B.A in Accounting Information Systems
from Pace University.
Transactions
with Certain Related Persons
Applicable
law requires that all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. Carver Federal offers loans to
its directors, officers and employees, which loans are made in the ordinary
course of business and are not made with more favorable terms nor do they
involve more than the normal risk of collectibility or present unfavorable
features. Furthermore, loans above the greater of $25,000, or 5% of
Carver Federal’s capital and surplus (up to $500,000), to Carver Federal’s
directors and executive officers must be approved in advance by a disinterested
majority of Carver Federal’s Board of Directors. As of the date of
this proxy statement, neither Carver nor Carver Federal had made any loans or
extensions of credit to executive officers or directors
Stock
Ownership
Carver
encourages its officers and directors to own stock in Carver, and a portion of
the compensation of its officers and directors is stock-based, as described
below under “Compensation Discussion and Analysis–Total Compensation Program
Components.” The Company’s Corporate Governance Principles encourage
directors to hold a meaningful number of shares in the Company, and, so long as
they remain on the Board of Directors, Board members are expected to retain a
majority of the shares of Company common stock purchased in the open market or
received pursuant to their service as Board members. Information
regarding stock ownership of Carver’s directors and executive officers is set
forth under “Compensation Discussion and Analysis–Executive Officer
Compensation” and “Compensation Discussion Analysis–Director
Compensation.”
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires Carver’s directors and executive officers,
and persons who own more than ten percent of a registered class of Carver’s
equity securities, to file reports of ownership and changes in ownership with
the SEC and the NASDAQ Stock Market. Officers, directors and greater
than ten percent stockholders are required by SEC regulation to furnish Carver
with copies of all Section 16(a) forms they file.
Based
solely on a review of copies of such reports of ownership furnished to Carver,
or written representations that no forms were necessary, Carver believes that,
during the last fiscal year, all filing requirements applicable to its
directors, officers and greater than ten percent stockholders of the Company
were complied with, except for the following: (a) Samuel J. Daniel was not
timely in the filing of one Form 4 relating to one transaction; (b) Blondel
Pinnock was not timely in the filing of one Form 3 relating to zero transactions
and one Form 4 relating to one transaction; (c) Margaret Roberts was not timely
in the filing of one Form 4 relating to one transaction; (d) James Bason was not
timely in the filing of one Form 4 relating to one transaction; (e) Roy Swan was
not timely in the filing of one Form 4 relating to one transaction; (f) Charles
Koehler was not timely in the filing of two Form 4s, one relating to two
transactions and one relating to one transaction; (g) Deborah C. Wright was not
timely in the filing of one Form 4 relating to one transaction; and (h) Susan
Ifill was not timely in the filing of one Form 3 relating to zero transactions
and two Form 4s, one relating to three transactions and one relating to one
transaction.
PROPOSAL
TWO
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
General
The
Finance and Audit Committee of the Board of Directors of Carver has appointed
the firm of KPMG LLP as independent auditors for Carver for the fiscal year
ending March 31, 2009 and the Board of Directors has determined that it would be
desirable to request that stockholders ratify such
appointment. Representatives of KPMG LLP are expected to be present
at the Annual Meeting. They will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
The
appointment of KPMG LLP is being submitted for ratification at the Annual
Meeting with a view towards soliciting stockholders opinions, which the Finance
and Audit Committee will take into consideration in future
deliberations. Stockholder approval is not required for the
appointment of KPMG LLP since the Finance and Audit Committee of the Board of
Directors has direct responsibility for selecting auditors.
Auditor
Fee Information
KPMG’s
fees billed for fiscal 2008 and the fiscal year ended March 31, 2007 were as
follows:
$
in thousands
|
|
2008
|
|
|
2007
|
|
Audit
fees (a)
|
|
$ |
401,500 |
|
|
$ |
391,360 |
|
Audit-related
fees
|
|
$ |
0 |
|
|
$ |
0 |
|
Tax
fees (b)
|
|
$ |
0 |
|
|
$ |
0 |
|
Other
fees
|
|
$ |
7,000 |
|
|
$ |
0 |
|
Total
|
|
$ |
408,500 |
|
|
$ |
391,360 |
|
|
(a)
|
Fees
billed for services associated with the annual audit, reviews of the
Company’s quarterly reports on Form 10-Q, review activities related to
internal control reporting and accounting consultations. The amount shown
in the fiscal 20007 proxy statement for fiscal 2007 audit fees was
$351,360, which excluded 2007 fees of $40,000 billed in
2008.
|
|
(b)
|
Fees
billed for professional tax services and the preparation of income tax
returns.
|
Pre-Approval
Policy for Services by Independent Auditors
During
fiscal 2008, the Finance and Audit Committee of Carver’s Board of Directors
pre-approved the engagement of KPMG LLP to provide non-audit services and
considered whether, and determined that, the provision of such other services by
KPMG LLP is compatible with maintaining KPMG LLP’s independence.
In June
2004 the Finance and Audit Committee established a policy to pre-approve all
audit and permissible non-audit services provided by KPMG LLP consistent with
applicable SEC rules. Under the policy, prior to the engagement of
the independent auditors for the next year’s audit, management submits an
aggregate of services expected to be rendered during that year for each of the
four categories of services described above to the Finance and Audit Committee
for approval. Prior to engagement, the Finance and Audit Committee
pre-approves these services by category of service. The fees are
budgeted and the Finance and Audit Committee will receive periodic reports from
management on actual fees versus the budget by category of
service. During the year, circumstances may arise when it may become
necessary to engage the independent auditors for additional services not
contemplated in the pre-approval. In those instances, the Finance and
Audit Committee requires specific pre-approval before engaging the independent
auditor.
The
Finance and Audit Committee has delegated pre-approval authority, subject to
certain limits, to the chairman of the committee. The Chairman is
required to report, for informational purposes, any pre-approval decisions to
the Finance and Audit Committee at its next regularly scheduled
meeting.
Report
of the Finance and Audit Committee of the Board of Directors
This report is furnished by the
Carver Finance and Audit Committee of the Board of Directors as required by the
rules of the SEC under the Exchange Act. The report of the Finance and Audit
Committee shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act,
except to the extent that Carver specifically incorporates this information by
reference, and shall not otherwise be deemed to be filed under the Securities
Act or the Exchange Act.
The Board
of Directors has adopted a written charter that sets forth the Finance and Audit
Committee’s duties and responsibilities and reflects applicable rules of the
NASDAQ Stock Market and SEC regulations.
All
members of the Finance and Audit Committee have been determined to be
independent as defined in the listing requirements of the NASDAQ Stock
Market. The Board of Directors has determined that Edward B. Ruggiero
qualifies as an “audit committee financial expert.” The Finance and
Audit Committee received the required written disclosures and letter from KPMG
LLP, Carver’s independent accountants, required by Independence Standards Board
Standard No. 1, as amended or supplemented, and has discussed with KPMG LLP its
independence. The Finance and Audit Committee reviewed and discussed
with the Company’s management and KPMG LLP the audited financial statements of
the Company contained in the Company’s fiscal 2008 annual report on Form
10-K. The Finance and Audit Committee has also discussed with KPMG
LLP the matters required to be discussed pursuant to the Codified Statements on
Auditing Standards (SAS 61), as amended or supplemented.
Throughout
the year, the Finance and Audit Committee had full access to management and the
independent and internal auditors for the Company. The Finance and
Audit Committee consulted with advisors regarding the Sarbanes-Oxley Act of
2002, the NASDAQ Stock Market’s corporate governance listing standards and the
corporate governance environment in general and considered any additional
requirements of the Finance and Audit Committee as well as additional procedures
or matters the Finance and Audit Committee should consider. During
fiscal 2008, the Finance and Audit Committee approved the retention of the
Company’s independent accounting firm, KPMG LLP, and received the Board’s
ratification of this decision. The Finance and Audit Committee acts
only in an oversight capacity and necessarily relies on the assurances and work
of the Company’s management and independent auditors who expressed an opinion on
the Company’s annual financial statements. The Company's management has
the primary responsibility for the financial statements and the reporting
process, including the systems of internal control.
Based on
its review and discussions described in the immediately preceding paragraph, the
Finance and Audit Committee recommended to the Board of Directors that the
audited financial statements included in the Company’s fiscal 2008 annual report
on Form 10-K be included in that report.
|
Finance
and Audit Committee of Carver Bancorp, Inc.
|
|
David
L. Hinds (Chairman)
|
|
Carol
Baldwin Moody
|
|
Pazel
G. Jackson, Jr.
|
|
Edward
B. Ruggiero
|
The
Board of Directors Recommends a Vote FOR
the
Ratification of the Appointment of
KPMG
LLP as Independent Auditors For Carver.
Please
Mark Your Votes on the Enclosed Proxy Card and
Return
it in the Enclosed Postage-Prepaid Envelope
or
Vote by Internet or Telephone.
|
General
The Board
of Directors of the Company is committed to strong and effective corporate
governance measures. The Board has developed, and continues to
review, policies and practices covering the operation of the Board and its
committees, including their composition and responsibilities, the conduct of
Board meetings and the structure and role of the Board’s committees and related
matters, including those discussed below and throughout this proxy
statement. Among these measures are the following:
Independence. Under the
Company’s Bylaws, at least three members of the Board must be independent under
the criteria set forth in the Bylaws and, as a company listed on the Nasdaq
Global Market, a majority of the Company’s Board must be independent under the
criteria set forth in its listing requirements. In addition, pursuant
to listing requirements of the NASDAQ Stock Market, the respective committee’s
charter requires that all members of the Finance and Audit Committee must be
independent and requires independent director oversight of the
Nominating/Corporate Governance and Compensation Committees.
Lead Independent
Director. The Board of Directors
has created the position of lead independent director, whose primary
responsibility is to preside over periodic executive sessions of the independent
members of the Board of Directors. The lead independent director also prepares
the agenda for meetings of the independent directors, serves as a liaison
between the independent directors and management and outside advisors, and makes
periodic reports to the Board of Directors regarding the actions and
recommendations of the independent directors. The independent members of the
Board of Directors have designated Robert Holland, Jr. to serve in this position
for fiscal 2009.
Director Terms. Directors
serve for three-year terms. See “Proposal One—Election of
Directors—General.”
Executive Sessions. The
Board of Directors holds executive sessions for non-employee directors only at
which management is not present. These sessions are presided over by
Robert Holland, Jr., the presiding independent director. In addition,
the Finance and Audit Committee regularly holds executive sessions at which
management is not present, including executive sessions with the Company’s
independent auditors and internal auditors. Each director also has
access to any member of management and the Company’s independent
auditors.
Outside Advisors. The
Board and its committees may retain outside advisors and consultants as they, in
their discretion, deem appropriate.
Board Self-Evaluation. The
Nominating/Corporate Governance Committee, among other things, reviews the
Company’s and the Board’s governance profile. In addition, the Board
and/or its committees regularly review their role and responsibilities,
composition and governance practices.
Corporate
Governance Principles
The Board
of Directors adopted Corporate Governance Principles during the fiscal year
ended March 31, 2004. From time to time the Board anticipates that it
will revise the Corporate Governance Principles in response to changing
regulatory requirements, evolving best practices and the concerns of the
Company’s stockholders and other constituents. The Corporate
Governance Principles are published on the Company’s website at www.carverbank.com in
the Corporate Governance section of the Investor Relations webpage.
Director
Independence Determination
The Board
of Directors has determined that each of its non-management directors is
independent according to the Board’s independence standards as set out in its
Bylaws, Corporate Governance Principles, applicable rules of the SEC and the
rules of the NASDAQ Stock Market. They are Carol Baldwin Moody, Dr.
Samuel J. Daniel, David L. Hinds, Robert Holland, Jr., Pazel G. Jackson, Jr.,
Edward B. Ruggiero and Robert R. Tarter. Deborah C. Wright was
determined not to be independent because she is currently an executive officer
of the Company.
Communications
with Board of Directors
The Board
of Directors welcomes communications from stockholders. Interested
parties may contact the Board of Directors at the following
address:
|
Board
of Directors
|
|
c/o
Corporate Secretary
|
|
Carver
Bancorp, Inc.
|
|
75
West 125th
Street
|
|
New
York, NY 10027
|
Communications
may also be sent to individual directors at the above address.
The
Company’s Secretary has the responsibility to collect mail for directors,
forward correspondence directed to an individual director to that director in a
timely manner, and to screen correspondence directed to multiple directors or to
the full Board in order to forward it to the most appropriate committee
chairperson or the full Board given the nature of the
correspondence. Communications to the Board or any individual
director that relate to the Company’s accounting, internal accounting controls
or auditing matters will also be referred to the chairman of the Finance and
Audit Committee. Other communications will be referred to the
appropriate committee chairperson.
Financial
Expert, Audit Committee Independence and Financial Sophistication
The Board
of Directors has determined that Edward B. Ruggiero qualifies as an “audit
committee financial expert” and is financially sophisticated, and that each
member of the Finance and Audit Committee is independent within the meaning of
applicable SEC rules and meets the definition of independence in Rule
4200(a)(15) of the NASDAQ Stock Market listing standards.
Director
Selection Process
The
Company’s Nominating/Corporate Governance Committee is charged with the
responsibilities described under “Board and Committee
Meetings—Nominating/Corporate Governance Committee.”
Among the
Nominating/Corporate Governance Committee’s responsibilities is to identify and
recommend to the Board candidates for election as directors. The
committee considers candidates suggested by its members, other directors and
stockholders as necessary in anticipation of upcoming director elections and
other potential or expected Board vacancies. The committee is also
authorized, at the expense of the Company, to retain search firms to identify
candidates, as well as external legal, accounting or other
advisors. The committee will provide guidance to search firms it
retains about the particular qualifications the Board is then
seeking. No search firms or other advisors were retained by the
committee in fiscal 2008.
All
director candidates, including stockholder nominees, are evaluated on the same
basis. In determining the needs of the Board and the Company, the
Nominating/Corporate Governance Committee considers the qualifications of
sitting directors and consults with other members of the Board, the Chief
Executive Officer (“CEO”) and, where appropriate, external
advisors. Generally the committee believes that all directors should
exemplify the highest standards of personal and professional integrity, should
have broad experience in positions with a high degree of responsibility and the
ability to commit adequate time and effort to serve as a
director. Directors will assume the responsibility of challenging
management through their active and constructive participation and questioning
in meetings of the Board and its various committees, as well as in less formal
contacts with management.
Director
candidates, other than sitting directors, are interviewed by members of the
committee and by other directors and the CEO, and the results of those
interviews are considered by the committee in its deliberations. The
Nominating/Corporate Governance Committee also reviews sitting directors whose
terms are nearing expiration, but who may be nominated for re-election, in light
of the above considerations and their past contributions to the
Board.
The
Nominating/Corporate Governance Committee will evaluate director nominations by
stockholders that are submitted in accordance with the procedural and
informational requirements set forth in the Company’s Bylaws and described in
this proxy statement under “Additional Information—Notice of Business to be
Conducted at Annual Meeting.”
Code
of Ethics
The
Company has adopted a Code of Ethics, which applies to the Company’s directors
and employees and sets forth important Company policies and procedures in
conducting the Company’s business in a legal, ethical and responsible
manner. The Company has also adopted a Code of Ethics for Senior
Financial Officers, which applies to the Company’s chief executive officer,
chief financial officer, controller and other persons performing similar
functions that supplement the Code of Ethics by providing more specific
requirements and guidance on certain topics. Each of the Code of
Ethics and Code of Ethics for Senior Financial Officers including future
amendments, is available free of charge on Carver’s website at www.carverbank.com in
the Corporate Governance section of the Investor Relations webpage or by writing
to the Secretary, Carver Bancorp, Inc., 75 West 125th Street,
New York, New York 10027, or by telephoning (212) 360-8826. The
Company intends to post on its website any waiver under the codes granted to any
of its directors or executive officers.
Website
Access to Governance Documents
The
Company’s Corporate Governance Principles and the charters for the Finance and
Audit, Compensation and Nominating/Corporate Governance Committees are available
free of charge on Carver’s website at www.carverbank.com in
the Corporate Governance section of the Investor Relations webpage or by writing
to the Secretary, Carver Bancorp, Inc., 75 West 125th Street,
New York, New York 10027, or by telephoning (212) 360-8826.
Board
and Committee Meetings
The Board
of Directors of Carver holds regularly scheduled meetings during the fiscal year
to review significant developments affecting Carver and to act on matters
requiring Board approval. It also holds special meetings when an
important matter requires Board action between scheduled
meetings. Members of senior management regularly attend Board
meetings to report on and discuss their areas of
responsibility. During fiscal 2008, the Board met eleven
times. No incumbent director attended fewer than 75%, in the
aggregate, of the total number of Carver Board meetings held while he or she was
a member of the Board during fiscal 2008 and the total number of meetings held
by committees on which he or she served during such fiscal year.
Carver’s
Corporate Governance Principles encourage directors to attend the Company’s
Annual Meeting of stockholders and all Board meetings and meetings of committees
of the Board on which they serve. From time to time unforeseen
circumstances may arise causing a director’s absence from such meetings, and one
of the Company’s directors was unable to attend last fiscal year’s Annual
Meeting of stockholders for personal reasons.
Carver’s
Bylaws require that the Company have executive, finance and audit,
nominating/corporate governance, compensation and asset/liability and interest
rate risk committees. The Board has adopted a charter for each of the
Nominating/Corporate Governance Committee, the Compensation Committee and the
Finance and Audit Committee, each of which may be amended from time to
time. The nature and composition of each of the standing committees
of the Company are described below.
Executive Committee. Pursuant
to Carver’s Bylaws, the Executive Committee is authorized to act as appropriate
between meetings of the Board. The members of this committee are
Directors Deborah C. Wright (Chairman), David L. Hinds, Robert Holland, Jr. and
Pazel G. Jackson, Jr. The Executive Committee met five times during
fiscal 2008.
Nominating/Corporate Governance
Committee. As of June 2008, the Nominating/Corporate Governance Committee
consists of Directors Robert Holland, Jr. (Chairman), Edward B. Ruggiero, Dr.
Samuel J. Daniel and Robert R. Tarter. All members of the committee
have been determined to be independent directors. The
Nominating/Corporate Governance Committee’s functions include advising the Board
on matters of corporate governance and considering qualifications of prospective
Board member candidates, including conducting research to identify and recommend
nomination of suitable candidates who are willing to serve as members of the
Board, reviewing the experience, background, interests, ability and availability
of prospective nominees to meet time commitments of the Board and committee
responsibilities, considering nominees recommended by stockholders who comply
with procedures set forth in the Company’s Bylaws and determining whether any
prospective member of the Board has any conflicts of interest which may impair
the individual’s suitability for such service. The committee has the
responsibility to monitor current members of the Board pursuant to the same
guidelines used to select candidates. The Nominating/Corporate
Governance Committee is also responsible for identifying best practices and
developing and recommending to the Board a set of corporate governance
principles applicable to Carver and for periodically reviewing such
principles.
The
Nominating/Corporate Governance Committee met two times during fiscal
2008. The committee also met on June 11, 2008 to nominate directors
for election at the Annual Meeting. Only those nominations made by
the Nominating/Corporate Governance Committee and approved by the Board will be
voted upon at the Annual Meeting. For a description of the proper
procedure for stockholder nominations, see “Additional Information—Notice of
Business to be Conducted at Annual Meeting” in this proxy
statement.
Compensation
Committee. The Compensation Committee consists of Directors
Carol Baldwin Moody (Chairperson), Robert Holland, Jr., and Robert R.
Tarter. All members have been determined to be independent
directors. The Compensation Committee evaluates the performance of
the Company’s CEO and approves her compensation in consultation with the
non-management members of the Board of Directors and, based on recommendations
from management, reviews and approves senior management’s compensation and
approves compensation guidelines for all other officers. The
Compensation Committee administers the Company’s management recognition,
incentive compensation stock option, and stock incentive plans and, in
consultation with senior management, reviews and approves compensation
policies. The Compensation Committee met four times during fiscal
2008.
Finance and Audit
Committee. The Finance and Audit Committee consists of
Directors David L. Hinds (Chairman), Carol Baldwin Moody, Pazel G. Jackson, Jr.
and Edward B. Ruggiero. All members have been determined to be
independent directors. The Finance and Audit Committee’s primary
duties and responsibilities are to:
|
·
|
monitor
the integrity of Carver’s financial reporting process and systems of
internal controls regarding finance, accounting and legal
compliance;
|
|
·
|
manage
the independence and performance of Carver’s independent public auditors
and internal auditing function;
|
|
·
|
monitor
the process for adhering to laws, regulations, the Company’s Code of
Ethics and the Code of Ethics for Senior Financial Officers;
and
|
|
·
|
provide
an avenue of communication among the independent auditors, management, the
internal auditing function and the Board of
Directors.
|
Other
specific duties and responsibilities include reviewing Carver’s disclosure
controls and procedures, internal controls, Carver’s periodic filings with the
SEC and earnings releases; producing the required audit committee annual report
for inclusion in Carver’s proxy statement; and overseeing complaints concerning
financial matters. The report of the Finance and Audit Committee is
contained on page 15. The Finance and Audit Committee met eleven
times during fiscal 2008, including meetings to review the Company’s annual and
quarterly financial results prior to their public issuance.
Asset/Liability and Interest Rate
Risk Committee. The Asset/Liability and Interest Rate Risk
Committee consists of Directors Pazel G. Jackson, Jr. (Chairman), Dr. Samuel J.
Daniel, David L. Hinds, Robert Holland, Jr. and Deborah C.
Wright. The Asset/Liability and Interest Rate Risk Committee monitors
activities related to asset/liability management and interest rate risk,
including the approval or ratification of mortgage loans and the establishment
of guidelines related to risk, purchase or sale of loans and investments, and
management of interest rate, credit and liquidity risk against objectives and
risk limitations set forth in Carver Federal’s policies. The
committee met ten times during fiscal 2008.
Compensation Committee
Report
The Compensation Committee has reviewed
the Compensation Discussion and Analysis included in this proxy statement and
has discussed it with management. Based on such review and
discussion, the Compensation Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in this proxy
statement.
The following report has been furnished
by members of the Compensation Committee:
Carol Baldwin Moody (Chairperson)
COMPENSATION
DISCUSSION AND ANALYSIS
Executive Summary
The Board of Directors of Carver and the
Compensation Committee of the Board of Directors (the “Committee” or the
“Compensation Committee”) share a strong pay-for-performance
philosophy, which seeks to reward the achievement of performance goals and align
Carver’s executives' interests with those of
Carver’s stockholders. At the same time,
Carver seeks to attract and retain high performing
executives of outstanding skill and capability by providing competitive
compensation. The following discussion focuses on the Compensation Committee’s
philosophy and practices,
particularly as it relates to Named Executive Officers (as defined below) for fiscal 2008 and provides important
context for the more detailed disclosure tables and specific compensation
amounts provided elsewhere in the proxy statement. The following
table lists Carver’s Chief
Executive Officer, Chief Financial Officer and each of the three other most
highly compensated executive officers who served in such capacities on
March 31, 2008 (the “Named Executive
Officers”):
Name
|
Position with the Company During
Fiscal 2008
|
|
|
Deborah C. Wright
|
Chairman and Chief Executive
Officer
|
Roy Swan
|
Executive Vice President and Chief
Financial Officer
|
Charles F. Koehler
|
Executive Vice President,
Lending
|
James H. Bason, Jr.
|
Senior Vice President and Chief
Lending Officer
|
Susan M. Ifill
|
Senior Vice President and Chief
Retail Officer
|
Compensation
Philosophy
The Company’s success
depends on hiring and retaining highly qualified individuals, as each executive
has the potential to influence its short and long-term performance. Therefore,
the Committee places considerable effort on the design and administration of the
Company’s compensation program. Carver’s competitive position is a critical
element in the recruitment and retention of executives and all employees. As a
small community bank in New York
City, the
world's financial capital, competitive pressures on the ability to attract and
retain talent are intense. Most executives and staff are recruited to
Carver from money center banks and other larger financial
institutions.
The
Committee believes that executive compensation should support Carver’s unique
business strategy and result in a compensation program that:
|
·
|
Enables
Carver to attract and retain top talent by providing competitive award
opportunities.
|
|
·
|
Places
significant focus on performance based rewards that are “at risk” based on
achievement of Company and individual
performance.
|
|
·
|
Enhances
Carver’s long-term stockholder
value.
|
Carver’s
compensation program is heavily weighted toward performance pay, whereby a
significant portion of an executive’s total compensation is “at risk.” As such,
executive compensation can and does vary significantly, up or down, based on the
Company’s performance relative to strategic goals and industry peers. Carver’s
strategic vision and strategies are translated into specific performance goals,
which the Committee considers in assessing performance and making total
compensation decisions. To foster teamwork in building long-term performance and
stockholder value, executive pay reflects a mix of Company, department and
individual performance. Carver’s assessment of compensation and performance
considers a balanced view of factors critical to understanding the Company’s
total performance, as follows.
|
·
|
Internal
and External Benchmarks – executive performance is measured against the
Company’s goals for the fiscal year as well as its external peer group,
along with economic and industry factors that may impact performance or
strategy.
|
|
·
|
Company
and Individual performance – executives are incented to work together as a
team to drive overall Company performance; however, each
executive is held accountable and rewarded for achieving individual
goals.
|
|
·
|
Short
and Long-Term Performance – compensation should reflect a balance of
short-term performance (i.e., how the Company meets its annual goals) and
long-term performance (i.e., building a platform for sustained, profitable
growth over multiple years).
|
|
·
|
Historical
Perspective - recognition of significant historical underinvestment in the
Company’s talent, infrastructure and brand, leading to poor financial
performance, as well as investments required to propel growth going
forward in an extremely competitive
environment.
|
|
·
|
Unique
Business Model – the Bank’s legacy is anchored in a 60-year history of
commitment to providing capital, and thereby expanding wealth enhancing
opportunities, to consumers and institutions in historically low to
moderate income communities. Opportunities created by a substantial
expansion of economic opportunity in these communities in recent years is
balanced by significantly greater competition from global institutions and
persistently high rates of poverty, and therefore limited assets that can
be invested by a majority of the residents of communities in which the
Company operates. The Bank’s “Outstanding” rating by the Office of Thrift
Supervision following its most recent Community Reinvestment Act
examination in 2006, noted that 95% of Carver’s loans were originated in
such communities, far exceeding peer
institutions.
|
Benchmarking of
Compensation
The Compensation Committee regularly
benchmarks compensation of executive officers and directors utilizing publicly
disclosed information from a peer group of publicly traded banks as well as
published industry surveys. The peer group as shown below and
approved by the Compensation Committee after reviewing with its compensation
consultant
reflects banks with a similar business focus and
of similar asset size and region to Carver, factors that influence executive
compensation at banks. The peer group is reviewed and updated
each year, as appropriate, as the comparability of banks may change depending on acquisitions
and business focus of the
Company or peer institutions. The peer group for the Company’s fiscal
2008 review included banks that range from $600 million to $1.3 billion in assets
with a median of $875 million in assets. A list of banks in this year’s peer group
follows.
Peer
Group
|
·
|
American Bancorp of New
Jersey
|
|
·
|
Brooklyn Federal Bancorp,
Inc.
|
|
·
|
Chemung Financial
Corporation
|
|
·
|
Clifton Savings Bancorp,
Inc.
|
|
·
|
First of Long Island
Corporation
|
|
·
|
Hudson Valley Holding
Corporation
|
|
·
|
Intervest Bancshares
Corporation
|
|
·
|
Ocean Shore Holding
Company
|
|
·
|
OceanFirst Financial
Corporation
|
|
·
|
Oneida Financial
Corporation
|
|
·
|
Smithtown Bancorp,
Inc.
|
Compensation-Related Governance and
Roles of the Committee and Others in Executive Compensation
Role of the
Compensation Committee
The Compensation
Committee is responsible for discharging the Board of Directors’
responsibilities in executive compensation matters and establishing policies
that govern employee compensation and equity and long-term incentive
compensation plans. The Committee reviews all elements of the
Company’s CEO and other executive
officers’ compensation including base salary, annual incentive, long-term/equity
incentives, and benefits. Three members of the Board serve on the
Committee, each of whom is independent. The Committee met four times during fiscal
2008 (May 4, 2007, June 20,
2007,
December
17, 2007 and March 12,
2008). The
Chairman of the Committee reported on Committee actions at subsequent meetings
of the Board of Directors.
The
Committee reviews CEO performance and makes decisions regarding the CEO’s
compensation in consultation with non-management members of the Board of
Directors. Input and data from the Senior Vice President and
Chief Human Resources Officer and other management as well as outside
consultants and advisors are provided as requested by the
Committee. Decisions regarding other executives are made by the
Compensation Committee considering recommendations from the CEO and with input
from the Senior Vice President and Chief Human Resources Officer and an outside
compensation consultant. Decisions by the Compensation
Committee with respect to compensation of the CEO are ratified by the full Board
of Directors.
The Committee has the
authority and resources to obtain advice and assistance from internal or
external legal, human resources, accounting or other experts, advisors, or
consultants, as it deems desirable or appropriate. Details on the Committee’s
role are more fully described in its charter, which has been approved by the
Board of Directors. The charter can be viewed on the Company’s
website at www.carverbank.com.
Interaction
with the Compensation Consultant
The
Committee utilizes the services of external advisors and consultants throughout
the year regarding executive compensation. The Committee utilizes the services
of its consultant to conduct periodic comprehensive total compensation studies
as well as ongoing updates on market and best practices. This
information was requested and utilized as needed to support the Committee’s
decisions and review processes. The Committee retains the right to hire, fire
and seek the services of consulting and advisory firms.
During
fiscal 2008, the Committee relied on the services of Pearl Meyer & Partners
(“PM&P”) to conduct competitive reviews and provide advice and counsel
related to executive compensation issues. The Committee had direct
access to these advisors. PM&P conducted several in depth studies
for the Committee during the fiscal year and attended its four meetings (in
person or by phone) held in fiscal 2008.
Although
PM&P works directly with the Compensation Committee, the Committee may
delegate or approve management’s work with the consultant on specific issues or
assignments as appropriate. During fiscal 2008, PM&P did not work
with management on any assignments.
Role of
Executives in Committee Deliberations
The Compensation Committee occasionally
requests one or more members of senior management to be present at Committee
meetings where executive compensation and Company or individual performance are
discussed and evaluated. Executives are free to provide insight,
suggestions or recommendations regarding executive
compensation. However, only the Compensation Committee members are
allowed to vote on decisions regarding executive
compensation.
The
Compensation Committee meets with the CEO to discuss her own performance and
compensation package, but ultimately decisions regarding her compensation are
made solely based upon the Committee’s deliberations with input from the
compensation consultant, as requested. Decisions regarding executives
reporting directly to the CEO are made by the Compensation Committee considering
recommendations from the CEO, as well as input from the compensation consultant
as requested.
Total Compensation Program
Components
Carver’s total compensation program
consists of four main components: Base Salary, Annual Incentives,
Long-term Incentives, and Executive Benefits/Perquisites. The following section
summarizes the role of each component, how decisions are made and the resulting
fiscal 2008 decisions as they relate to the Named Executive
Officers.
Base
Salary
The purpose of base salary is to
provide competitive base compensation that recognizes the executives’ role,
responsibilities, experience, performance and past and potential contribution to
the Company. The Company targets salaries at the 50th percentile of
the peer group; however, judgment is exercised in determining each executive’s
situation relative to market and other relevant information. As a result,
experienced and/or high performing executives may be paid above the market
median and less experienced or average performing executives may be paid below
the market median. In practice, the Bank has provided salary
increases at approximately 3% – 4% annually for the last three years, with
limited exceptions to reflect factors including added responsibilities for an
executive or marketplace changes in compensation for a particular
position.
Short-Term
Incentives
The Company’s Performance-Driven
Incentive Plan (“the
Incentive Plan”) was
developed in 2004 with the assistance of the executive compensation-consulting
firm, Towers Perrin. The purpose of the annual incentive plan is to
motivate and reward corporate, department and individual
performance. Performance goals are set annually and reviewed by the
Board and payouts are based on achievement of the predefined
goals.
The Compensation Committee has
determined that the primary goal and driver of incentive pay awards is
achievement of forecasted Net Income based on the fiscal year business plan
prepared by management and approved by the Board at the beginning of the fiscal
2008. Actual results may be adjusted as appropriate and determined by
the Compensation Committee. Each fiscal year, a funding schedule is
developed that translates incentive payouts relative to the fiscal year-end Net
Income. If the Company does not achieve a minimum of 80% of target Net
Income, the incentive pool is not funded and executives may not receive an
annual cash incentive for that fiscal year.
The
incentive pool at target performance is defined to provide competitive
incentives and to reflect Carver’s desired compensation philosophy to target
median rewards for meeting goals. At the 80% of the Net Income
threshold, the corporate incentive pool funds at a reduced payout of 50% of
target. At maximum/stretch performance, the corporate pool funds at
150% of target. This program design provides a payout relationship
that rewards high performance and reduces payouts for lower achievement of
goals. Potential payouts and incentive pool funding are modeled each
year relative to projected Net Income performance to ensure the
pay-for-performance relationship is appropriate. However, the Committee can
approve discretionary awards outside of the bonus pool on an individual basis,
where the Committee deems it appropriate.
Corporate performance, as measured by
Net Income, drives between 40% - 75% of the executives’ incentive awards
depending on his/her role. The remaining percentage consists of other
specific department/strategic goals that reflect critical measures for the
fiscal year. CEO and CFO incentives are comprised of 75% corporate performance
and 25% department/strategic goals. Annual incentives for additional
executives range from 40% - 50% corporate performance and 50% - 60% department
performance.
The department/strategic goals for the
management team in fiscal
2008 included the following
measures:
|
·
|
Organic loan and
deposit growth
|
|
·
|
Increased fee
income or other items leading to improved return on
equity
|
|
·
|
Improved
efficiency ratio
|
|
·
|
Preparedness for
SOX 404 compliance
|
|
·
|
Deploy New
Markets Tax Credit allocation, generating tax savings for the
Company
|
In
addition to these corporate and divisional goals, the Plan’s design includes an
individual modifier that allows incentive awards to be modified (up or down) to
reflect overall individual performance and contributions. The
incentive award can be increased 30% above target for exceptional performance or
reduced to 0% for poor performance.
For fiscal 2008, the Company’s annual target incentive ratios for the
Named Executive Officers were as follows:
Executive
|
|
Target Incentive
Ratio
(as percentage
of
salary)
|
|
|
Potential Range
(with additional
30%
upside
potential)
|
|
CEO - Deborah Wright
|
|
|
50 |
% |
|
|
0% - 97.5 |
% |
CFO – Roy Swan
|
|
|
30 |
% |
|
|
0% - 58.5 |
% |
Charles F. Koehler
|
|
|
25 |
% |
|
|
0% - 48.8 |
% |
James Bason, Jr.
|
|
|
25 |
% |
|
|
0% - 48.8 |
% |
Susan M. Ifill
|
|
|
25 |
% |
|
|
0% - 48.8 |
% |
For fiscal 2008, the
Company used the Net Income metric to determine
achievement of fiscal year goals and the annual incentive pool. Net Income rose 54.1%
over fiscal 2007 to $4.0 million, which was 83% of the company’s Net Income
goal for fiscal 2008. The
Committee adjusted Net Income for costs associated with a potential strategic
transaction that management decided was not in the best interest of the Company,
resulting in a bonus pool of $700,000 or 68% of target.
The Committee determined and approved
the following fiscal
2008 cash incentive awards
for the Named Executive Officers as indicated below.
Executive
|
|
Target Incentive
%
|
|
|
Actual Payout
(% )
|
|
|
Actual Payout
($)
|
|
CEO - Deborah Wright
|
|
|
50 |
% |
|
|
42 |
% |
|
$ |
145,250 |
|
CFO – Roy Swan
|
|
|
30 |
% |
|
|
34 |
% |
|
$ |
85,000 |
|
Charles F. Koehler
|
|
|
25 |
% |
|
|
18 |
% |
|
$ |
40,000 |
|
James Bason, Jr.
|
|
|
25 |
% |
|
|
28 |
% |
|
$ |
48,000 |
|
Susan M. Ifill
|
|
|
25 |
% |
|
|
18 |
% |
|
$ |
30,000 |
|
The Committee used its discretion to
approve individual awards to certain officers and other
employees outside of the bonus pool, where appropriate, for a total payout of
$798,314. Of the
Named Executive Officers, Ms. Wright, Mr. Swan and Mr. Bason received
discretionary bonuses of
$25,000, $32,498 and
$12,300, respectively, for
their exceptional leadership in managing several high degree of difficulty
matters including: significant transition in management of critical departments,
follow-up activities in the integration of Community Capital Bank operations and
implementation of extensive new regulatory requirements, namely under the
Sarbanes-Oxley Act.
Long-Term
Incentive Compensation
The Company believes strongly in the importance of
aligning executive incentives with the long-term performance of the Company and interests of
stockholders. The purpose of the Company’s long-term incentive plan
(the “Plan”) is to promote the Company’s growth and
profitability, to provide certain officers and employees with an incentive to achieve
corporate objectives, to attract and retain individuals of outstanding
competence and to provide initial grants to new
non-employee directors of
the Company. The Plan is also designed to align participants’
interests with stockholders of the Company and as a retention tool for key
members of management.
The Compensation Committee reviews the
Plan each year and establishes specific goals and targets for executives,
aligned with business objectives and the Committee’s compensation
philosophy. The Committee selected Return on Equity (“ROE”) as the
metric that will be utilized in fiscal 2008 to further align management goals
with the Committee’s compensation philosophy. Similar to the annual incentive
plan, if the Company does not achieve threshold performance, or 80% of goal, no
long-term incentive awards are granted in that fiscal year.
Historically, long-term incentives had
been made in the form of stock options and restricted stock. However,
due to the size of the Company, limited trading and low volatility of the
Company’s stock, and the
Company’s desire to manage
shareholder dilution carefully, the Committee has diligently taken steps to
adjust the
Company’s programs to
remain consistent with industry practice. The Committee’s goal is to
maintain the Company’s dilution commensurate with industry
peers. First, the Committee suspended the practice of providing Board
compensation in the form of stock and stock options. Second, the Committee
restructured the Company’s long-term incentive plan and payout ratios to include
cash in addition to equity. Actual long-term payouts were then modified to
target a significant cash component, in lieu of stock or stock options. Third,
the Employee Stock Ownership Plan was suspended. These steps decreased the burn
rate to 2.32% in fiscal 2006 and 2.04% in fiscal 2007. However,
because these steps limited equity awards to only the top three executives, for
fiscal 2008, the Committee reduced the long-term incentive payout target for the
CEO from 100% of base pay to 60% to align
to current market practice and to free-up equity for distribution among broader
managerial levels in the organization. It should be noted that the CEO currently beneficially owns in excess of 5% the Company’s outstanding stock and as
such, a considerable portion of her net worth is linked to the long-term
performance of the Company. The Committee also restructured the
long-term incentive payout mix such that each recipient would receive 80% in
cash, 20% in equity. This mix resulted in a burn rate of 2.61% for
fiscal 2008 and the capacity to award equity to officers at the assistant vice
president level and higher. The Committee will continue to review and
adjust, if needed, the effectiveness of its strategy and payout mix each fiscal
year, to achieve a burn rate consistent with industry
peers.
The revised long-term incentive plan
components and payout ratios for fiscal 2008 for the Named Executive Officers
follow:
Executive
|
|
Target
Award
|
|
|
Restricted
Stock
|
|
|
Cash
|
|
CEO - Deborah Wright
|
|
|
60 |
% |
|
|
20 |
% |
|
|
80 |
% |
CFO – Roy Swan
|
|
|
30 |
% |
|
|
20 |
% |
|
|
80 |
% |
Charles F. Koehler
|
|
|
25 |
% |
|
|
20 |
% |
|
|
80 |
% |
James Bason, Jr.
|
|
|
25 |
% |
|
|
20 |
% |
|
|
80 |
% |
Susan M. Ifill
|
|
|
25 |
% |
|
|
20 |
% |
|
|
80 |
% |
Once the payout is determined, the award
is allocated according to the table above. Regardless of the type of
award (stock options, restricted stock, or cash), the awards vest over a five
year period, 20% each year on the anniversary of the grant, with accelerated
vesting in years three and four if the Company meets or exceeds the current peer
group’s average three-year ROE.
The Committee determined and approved
the final long-term incentive awards for fiscal 2008 as indicated
below.
Executive
|
|
Target
Incentive
|
|
|
Actual Payout
(%)
|
|
|
Actual Payout
($)
|
|
CEO - Deborah Wright
|
|
|
60 |
% |
|
|
58 |
% |
|
$ |
204,300 |
|
CFO – Roy Swan
|
|
|
30 |
% |
|
|
34 |
% |
|
$ |
85,000 |
|
Charles F. Koehler
|
|
|
25 |
% |
|
|
18 |
% |
|
$ |
40,000 |
|
James Bason, Jr.
|
|
|
25 |
% |
|
|
28 |
% |
|
$ |
48,000 |
|
Susan M. Ifill
|
|
|
25 |
% |
|
|
18 |
% |
|
$ |
30,000 |
|
Compensation of Executive Officers and
Directors
SUMMARY
COMPENSATION TABLE at FISCAL YEAR-END 2008
The
following table presents compensation information regarding the Company's Chief
Executive Officer, Chief Financial Officer and each of the three other most
highly compensated executive officers who served in such capacities on March 31,
2008 (collectively, the "named executive officers").
Name
and Principal Position
|
Year
Ended 3/31
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards (6)
|
|
|
Option Awards
(6)
|
|
|
Non-Equity
Incentive Plan Compensation
(7)
|
|
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
|
|
All
Other Compensation
|
|
|
Total
|
|
(a)
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
Deborah
C. Wright (1)
|
2008
|
|
$ |
350,006 |
|
|
$ |
25,000 |
(1) |
|
$ |
90,846 |
|
|
$ |
50,491 |
|
|
$ |
308,690 |
(1) |
|
$ |
1,378 |
|
|
$ |
12,402 |
(1) |
|
$ |
838,812 |
|
Chairman
and Chief Executive Officer
|
2007
|
|
$ |
315,694 |
|
|
$ |
10,000 |
|
|
$ |
37,742 |
|
|
$ |
50,491 |
|
|
$ |
346,992 |
|
|
$ |
1,005 |
|
|
$ |
26,847 |
|
|
$ |
788,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy
Swan (2)
|
2008
|
|
$ |
250,010 |
|
|
$ |
32,498 |
(2) |
|
$ |
33,627 |
|
|
$ |
14,620 |
|
|
$ |
112,002 |
(2) |
|
|
--- |
|
|
$ |
12,390 |
(2) |
|
$ |
455,147 |
|
Executive
Vice President and Chief Financial Officer
|
2007
|
|
$ |
224,597 |
|
|
$ |
10,000 |
|
|
$ |
20,536 |
|
|
$ |
14,620 |
|
|
$ |
114,339 |
|
|
|
--- |
|
|
$ |
28,710 |
|
|
$ |
412,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
H. Bason, Jr. (3)
|
2008
|
|
$ |
170,000 |
|
|
$ |
12,300 |
(3) |
|
$ |
13,705 |
|
|
$ |
3,074 |
|
|
$ |
69,300 |
(3) |
|
|
--- |
|
|
$ |
3,591 |
(3) |
|
$ |
271,970 |
|
Senior
Vice President and Chief Lending Officer
|
2007
|
|
$ |
154,009 |
|
|
$ |
7,500 |
|
|
$ |
9,915 |
|
|
$ |
3,074 |
|
|
$ |
74,836 |
|
|
|
--- |
|
|
$ |
15,184 |
|
|
$ |
264,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
F. Koehler (4)
|
2008
|
|
$ |
221,442 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
68,000 |
(4) |
|
|
--- |
|
|
$ |
8,800 |
(4) |
|
$ |
298,242 |
|
Senior
Vice President, Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
M. Ifill (5)
|
2008
|
|
$ |
170,000 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
51,000 |
(5) |
|
|
--- |
|
|
$ |
26,800 |
(5) |
|
$ |
247,800 |
|
Senior
Vice President and Chief Retail Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Ms.
Wright: $25,000 bonus is a discretionary cash bonus. Other
compensation includes $8,800 401k plan match; 310.497 ESOP shares valued
at $11.60 per share on 3/31/2008. The amount in Column (g) is subject to
annual negative discretion. 47% of the amount in Column (g) is an annual
cash award based on the company meeting its annual net income goal and Ms.
Wright meeting certain objectives determined at the beginning
of the fiscal year. The other 53% of the amount in Column (g)
is a Long-term Incentive cash award which vests over a 5-year period at
20% each year but vesting can be accelerated in year 3 or 4 if the Company
meets or exceeds the three-year average ROE of its peer
group.
|
(2)
|
Mr.
Swan: $32,498 bonus is a discretionary cash
bonus. Other compensation includes: $8,800 401k plan match;
309.480 ESOP shares valued at $11.60 per share on
3/31/2008. The amount in Column (g) is subject to annual
negative discretion. 47% of the amount in Column (g) is an annual cash
award based on the company meeting its annual net income goal and Mr. Swan
meeting certain objectives determined at the beginning of the fiscal
year. The other 53% of the amount in Column (g) is a Long-term
Incentive cash award which vests over a 5-year period at 20% each year but
vesting can be accelerated in year 3 or 4 if the Company meets or exceeds
the three-year average ROE of its peer
group.
|
(3)
|
Mr.
Bason: $12,300 bonus is a discretionary cash bonus. Other
compensation includes: 309.578 ESOP shares valued at $11.60 per
shares on 3/31/2008. The amount in Column (g) is subject to
annual negative discretion. 42% of the amount in Column (g) is an annual
cash award based on the company meeting its annual net income goal and Mr.
Bason meeting certain objectives determined at the beginning of the fiscal
year. The other 48% of the amount in Column (g) is a Long-term
Incentive cash award which vests over a 5-year period at 20% each year but
vesting can be accelerated in year 3 or 4 if the Company meets or exceeds
the three-year average ROE of its peer
group.
|
(4)
|
Mr.
Koehler: Other compensation includes: $8,800 401k Plan
match. The amount in Column (g) is subject to annual negative
discretion. 49% of the amount in Column (g) is an annual cash award based
on the company meeting its annual net income goal and Mr. Koehler meeting
certain objectives determined at the beginning of the fiscal
year. The other 41% of the amount in Column (g) is a Long-term
Incentive cash award which vests over a 5-year period at 20% each year but
vesting can be accelerated in year 3 or 4 if the Company meets or exceeds
the three-year average ROE of its peer
group.
|
(5)
|
Ms.
Ifill: Other compensation includes: $8,800 401k Plan match; $18,000 the
second payment of a $52,000 signing bonus payable in three installments in
fiscal year 2007, 2008 and 2009. The amount in Column (g) is
subject to annual negative discretion. 49% of the amount in Column (g) is
an annual cash award based on the company meeting its annual net income
goal and Ms. Ifill meeting certain objectives determined at the beginning
of the fiscal year. The other 41% of the amount in Column (g)
is a Long-term Incentive cash award which vests over a 5-year period at
20% each year but vesting can be accelerated in year 3 or 4 if the Company
meets or exceeds the three-year average ROE of its peer
group.
|
(6)
|
The
amounts in columns (e) and (f) reflect the dollar amount recognized for
financial statement purposes for the fiscal year ended March 31, 2008 in
accordance with SFAS 123(R) and may include amounts from awards granted in
and prior to the fiscal year. Assumptions used in the
calculation of these amounts are included in the footnotes to the
Company's audited financial statements for the fiscal year ended March 31,
2008 in the Company's Annual Report on Form 10-k filed with the Securities
and Exchange Commission.
|
(7)
|
The
amounts in column (g) reflect awards granted under the Company's formula
driven compensation structure which awards an annual bonus and long-term
equity if the Company meets at least 80% of its fiscal year budgeted net
income goal. In an effort to reduce shareholder dilution, long-term cash
awards were substituted for long-term equity awards in the fiscal
year. Long-term cash awards vest at 20% each year for five
years and vesting may be accelerated in year 3 and 4 if the Company meets
or exceeds an external performance measure, currently the three-year
average return on equity of the Company's peer
group.
|
The Company's current compensation
structure was developed based on recommendations and models presented by Towers
Perrin. The plan includes three integrated parts: (1) a grading structure based
on the employee's corporate level; (2) an annual cash bonus target and a
long-term incentive target based on a recommended performance measure; and (3)
an individual performance modifier based on a manager's assessment of an
individual’s performance.
At each fiscal year-end, a model is used to
calculate bonuses as a percentage of base pay for bonus-eligible employees and
takes into account the employee's grade level, corporate performance,
departmental performance against goals, and individual
performance. Departmental and individual performance goals are
defined and communicated to managers and employees during the budget and
performance appraisal processes, which occur at the beginning of each fiscal
year. Long-term incentives are provided to executive officers in the
form of restricted stock, stock options or cash. Awards are granted
under the plan in effect at the time of the award and vest over a five-year
performance accelerated period pursuant to the
Plan.
The following table sets forth
information regarding grants of Plan-based awards granted to the Named Executive
Officers of Carver during the last fiscal year.
GRANTS
OF PLAN-BASED AWARDS at FISCAL YEAR-END 2008
Name
|
|
Grant
date
|
|
|
Estimated
future payouts under Non-equity incentive plan awards (1)
|
|
|
Estimated
future payouts under equity incentive plan awards (2)
|
|
|
All
other stock awards:
|
|
|
All
other option awards: Number
|
|
|
Exercise
or base price of option
|
|
|
Grant
date fair value of stock and
|
|
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
Number
of shares of stock or units
(#)
(3)
|
|
|
of
securities under-lying options
(#)
(3)
|
|
|
awards
($/Sh)
|
|
|
option
awards
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
(l)
|
|
Deborah
C. Wright
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
annual
cash
|
|
|
|
|
$ |
87,500 |
|
|
$ |
175,000 |
|
|
$ |
341,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP
cash
|
|
|
|
|
$ |
73,500 |
|
|
$ |
147,000 |
|
|
$ |
286,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
5/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,358 |
|
|
|
2,716 |
|
|
|
5,295 |
|
|
|
6,160 |
|
|
|
|
|
|
|
|
$ |
104,104 |
|
options
|
|
5/11/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,777 |
|
|
|
7,554 |
|
|
|
14,730 |
|
|
|
|
|
|
|
13,120 |
|
|
$ |
16.90 |
|
|
$ |
79,711 |
|
Roy
Swan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
annual
cash
|
|
|
|
|
$ |
37,500 |
|
|
$ |
75,000 |
|
|
$ |
146,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP
cash
|
|
|
|
|
$ |
26,250 |
|
|
$ |
52,500 |
|
|
$ |
102,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
5/4/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485 |
|
|
|
970 |
|
|
|
1,891 |
|
|
|
1,342 |
|
|
|
|
|
|
|
|
|
|
$ |
22,868 |
|
options
|
|
5/4/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,349 |
|
|
|
2,698 |
|
|
|
5,261 |
|
|
|
|
|
|
|
2,858 |
|
|
$ |
17.04 |
|
|
$ |
17,508 |
|
James
Bason, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
annual
cash
|
|
|
|
|
$ |
21,250 |
|
|
$ |
42,500 |
|
|
$ |
82,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP
cash
|
|
|
|
|
$ |
14,875 |
|
|
$ |
29,750 |
|
|
$ |
58,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
5/4/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330 |
|
|
|
659 |
|
|
|
1,286 |
|
|
|
775 |
|
|
|
|
|
|
|
|
|
|
$ |
13,206 |
|
options
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
$ |
17.04 |
|
|
$ |
0 |
|
Charles
F. Koehler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
annual
cash
|
|
|
|
|
|
$ |
27,680 |
|
|
$ |
55,361 |
|
|
$ |
107,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP
cash
|
|
|
|
|
|
$ |
19,376 |
|
|
$ |
38,752 |
|
|
$ |
75,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
options
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
$ |
0 |
|
Susan
M. Ifill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
annual
cash
|
|
|
|
|
|
$ |
21,250 |
|
|
$ |
42,500 |
|
|
$ |
82,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP
cash
|
|
|
|
|
|
$ |
14,875 |
|
|
$ |
29,750 |
|
|
$ |
44,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
options
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
$ |
0 |
|
(1)
|
The
threshold amounts reflect the minimum payment level under our incentive
compensation plans which is 50% of the target amount. The
maximum amount is 150% of the target amount plus up to an additional 30%
for exceptional performance. These amounts are based on the
individual's earned salary and position at the end of the fiscal
year.
|
(2)
|
The
equity threshold amounts reflect the same minimums and maximums discussed
in footnote (1). The stock award thresholds are based on the
calculated cash value pursuant to our incentive compensation plan divided
by the share price of $11.60 on 3/31/08. The option award
thresholds are based on the calculated cash value pursuant to our
incentive compensation plan, a fiscal year end Black-Scholes value of
35.95% and the share price on 3/31/08. To reduce dilution and maintain a
3-year average burn-rate in line with industry practices, equity awards
were limited to the CEO, CFO and business heads with greater than one year
of service at the time of the
award.
|
(3)
|
The
amounts reflect the number of shares of stock and options granted in the
fiscal year ended 3/31/08 to each Named Executive Officer pursuant to our
Stock Incentive Plan.
|
OUTSTANDING
EQUITY AWARDS at FISCAL YEAR-END 2008
|
Option
Awards
|
|
Stock
Awards
|
Name
|
Date
of Option Grant
|
|
Number
of securities underlying unexercised options
(#)
exercisable
|
|
Number
of securities underlying unexercised options
(#)
unexercisable
|
|
Equity
incentive plan awards number of securities underlying unexercised unearned
options
(#)
|
|
|
Option
exercise price
($)
|
|
Option
expiration date
|
|
Number of
shares or units of stock that have not vested
(#)
|
|
|
Market
value of shares or units of stock that have not vested
($)
(1)
|
|
Equity
incentive plan awards: number of unearned shares, units or other rights
that have not vested
(#)
|
Equity
incentive plan awards: market or payout value of unearned shares, units or
other rights that have not vested
($)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
(h)
|
|
(i)
|
(j)
|
Deborah
C. Wright
|
06/01/99
|
|
|
30,000 |
|
|
|
|
|
|
|
8.125 |
|
5/29/2009
|
|
|
14,917 |
|
|
$ |
173,037 |
|
|
|
|
06/01/00
|
|
|
30,000 |
|
|
|
|
|
|
|
8.210 |
|
5/30/2010
|
|
|
|
|
|
|
|
|
|
|
|
8/22/2001
|
|
|
30,000 |
|
|
|
|
|
|
|
9.930 |
|
8/20/2011
|
|
|
|
|
|
|
|
|
|
|
|
6/12/2002
|
|
|
30,000 |
|
|
|
|
|
|
|
12.060 |
|
6/9/2012
|
|
|
|
|
|
|
|
|
|
|
|
6/24/2003
|
|
|
20,000 |
|
|
|
|
|
|
|
16.410 |
|
6/21/2013
|
|
|
|
|
|
|
|
|
|
|
|
6/24/2004
|
|
|
15,000 |
|
|
|
|
|
|
|
19.630 |
|
6/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
6/9/2005
|
|
|
2,716 |
|
|
|
|
10,865 |
|
|
|
17.130 |
|
6/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
11/20/2006
|
|
|
2,348 |
|
|
|
|
9,394 |
|
|
|
16.500 |
|
11/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
5/11/2007
|
|
|
|
|
|
|
|
13,120 |
|
|
|
16.900 |
|
5/11/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy
Swan
|
6/9/2005
|
|
|
1,450 |
|
|
|
|
5,800 |
|
|
|
17.130 |
|
6/7/2015
|
|
|
3,575 |
|
|
$ |
41,470 |
|
|
|
|
11/20/2006
|
|
|
545 |
|
|
|
|
2,182 |
|
|
|
16.500 |
|
11/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
5/4/2007
|
|
|
|
|
|
|
|
2,858 |
|
|
|
17.040 |
|
5/4/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
H. Bason, Jr.
|
2/5/2003
|
|
|
2,700 |
|
|
|
|
|
|
|
|
12.410 |
|
2/2/2013
|
|
|
2,205 |
|
|
$ |
25,578 |
|
|
|
|
6/24/2004
|
|
|
1,250 |
|
|
|
|
|
|
|
|
19.630 |
|
6/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
6/9/2005
|
|
|
182 |
|
|
|
|
731 |
|
|
|
17.130 |
|
6/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
5/4/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
F. Koehler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
M. Ifill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Unvested
shares value is based on Carver's stock price at close of business on
3/31/2008 of $11.60. Grant dates and vesting schedules for
unvested shares are shown below for each Named Executive
Officer.
|
|
Grant Date
|
|
shares granted
|
|
|
Unvested
|
|
Vesting
Dates of Unvested Shares
|
|
Vesting
Schedule
|
Deborah
Wright
|
6/9/2005
|
|
|
5,432 |
|
|
|
4,346 |
|
6/9/2008
|
6/9/2009
|
6/9/2010
|
|
|
|
10%
yrs 1 - 4; 60% year 5
|
|
11/20/2006
|
|
|
5,513 |
|
|
|
4,411 |
|
6/14/2008
|
6/14/2009
|
6/14/2010
|
6/14/2011
|
|
|
20%
per year
|
|
5/11/2007
|
|
|
6,160 |
|
|
|
6,160 |
|
5/11/2008
|
5/11/2009
|
5/11/2010
|
5/11/2011
|
5/11/2012
|
|
20%
per year
|
|
|
|
Total
Unvested
|
|
|
|
14,917 |
|
|
|
|
|
|
|
|
Roy
Swan
|
5/26/2005
|
|
|
3,625 |
|
|
|
1,209 |
|
5/26/2008
|
|
|
|
|
|
1/3
each year
|
|
11/20/2006
|
|
|
1,280 |
|
|
|
1,024 |
|
6/14/2008
|
6/14/2009
|
6/14/2010
|
6/14/2011
|
|
|
20%
per year
|
|
5/4/2007
|
|
|
1,342 |
|
|
|
1,342 |
|
5/4/2008
|
5/4/2009
|
5/4/2010
|
5/4/2011
|
5/4/2012
|
|
20%
per year
|
|
|
|
Total
Unvested
|
|
|
|
3,575 |
|
|
|
|
|
|
|
|
James
Bason
|
6/9/2005
|
|
|
1,096 |
|
|
|
878 |
|
6/9/2008
|
6/9/2009
|
6/9/2010
|
|
|
|
10%
yrs 1 - 4; 60% year 5
|
|
11/20/2006
|
|
|
690 |
|
|
|
552 |
|
6/14/2008
|
6/14/2009
|
6/14/2010
|
6/14/2011
|
|
|
20%
per year
|
|
5/4/2007
|
|
|
775 |
|
|
|
775 |
|
5/4/2008
|
5/4/2009
|
5/4/2010
|
5/4/2011
|
5/4/2012
|
|
20%
per year
|
|
|
|
Total
Unvested
|
|
|
|
2,205 |
|
|
|
|
|
|
|
|
Charles
F. Koehler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
hired
10/1/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Unvested
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
M. Ifill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
hired
1/2/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Unvested
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following table sets forth the stock awards that vested and the option grants
that were exercised for the Named Executive Officers during the last fiscal
year.
OPTION
EXERCISES AND STOCK VESTED at FISCAL YEAR-END 2008
|
|
Option
awards
|
|
|
Stock
awards (1)
|
|
Name
|
|
Number
of shares acquired on exercise
(#)
|
|
|
Value
realized upon exercise
($)
|
|
|
Number
of shares acquired on vesting
(#)
|
|
|
|
|
|
Value
realized on vesting
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
|
|
|
(e)
|
|
Deborah
C. Wright (2)
|
|
|
--- |
|
|
|
--- |
|
|
|
2,480 |
|
|
|
|
(2) |
|
$ |
39,680 |
|
Roy
Swan
(3)
|
|
|
--- |
|
|
|
--- |
|
|
|
1,464 |
|
|
|
|
(3) |
|
$ |
24,028 |
|
James
H. Bason, Jr. (4)
|
|
|
--- |
|
|
|
--- |
|
|
|
415 |
|
|
|
|
(4) |
|
$ |
6,624 |
|
Charles
F. Koehler
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
$ |
0 |
|
Susan
M. Ifill
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
|
|
|
$ |
0 |
|
(1) All
vested shares are time-based. Price is based on the average of the high and low
stock price on the vesting date.
(2)
Deborah Wright
|
No
options exercised in the fiscal year
|
|
|
|
|
|
|
Stock
Awards
|
Grant
Date
|
|
Vested
Shares
|
|
Vesting
Date
|
|
Vesting
Price
|
|
|
|
|
|
06/24/04
|
|
|
834 |
|
06/24/07
|
|
|
16.13 |
|
|
$ |
13,452 |
|
|
06/09/05
|
|
|
543 |
|
06/09/07
|
|
|
15.80 |
|
|
$ |
8,579 |
|
|
11/20/06
|
|
|
1,103 |
|
06/14/07
|
|
|
16.00 |
|
|
$ |
17,648 |
|
|
Total
|
|
|
2,480 |
|
|
|
|
|
|
|
$ |
39,680 |
|
(3)
Roy Swan
|
No
options exercised in the fiscal year
|
|
|
|
|
|
|
Stock
Awards
|
Grant
Date
|
|
Vested
Shares
|
|
Vesting
Date
|
|
Vesting
Price
|
|
|
|
|
|
05/26/05
|
|
|
1,208 |
|
05/26/07
|
|
|
16.50 |
|
|
$ |
19,932 |
|
|
11/20/06
|
|
|
256 |
|
06/14/07
|
|
|
16.00 |
|
|
$ |
4,096 |
|
|
Total
|
|
|
1,464 |
|
|
|
|
|
|
|
$ |
24,028 |
|
(4)
James Bason
|
No
options exercised in the fiscal year
|
|
|
|
|
|
|
Stock
Awards
|
Grant
Date
|
|
Vested
Shares
|
|
Vesting
Date
|
|
Vesting
Price
|
|
|
|
|
|
06/24/04
|
|
|
167 |
|
06/24/07
|
|
|
16.13 |
|
|
$ |
2,694 |
|
|
06/09/05
|
|
|
109 |
|
06/09/07
|
|
|
15.80 |
|
|
$ |
1,722 |
|
|
11/20/06
|
|
|
138 |
|
06/14/07
|
|
|
16.00 |
|
|
$ |
2,208 |
|
|
Total
|
|
|
414 |
|
|
|
|
|
|
|
$ |
6,624 |
|
The following table sets forth
information regarding nonqualified deferred compensation earned by Carver’s Named Executive Officers during the
last fiscal year under nonqualified defined contribution
plans.
Nonqualified Deferred Compensation
Plans
Carver did not have any non-qualified deferred
compensation plans in fiscal 2008.
Benefits and
Perquisites
The Bank’s executive officers
participate in benefit plans available to all employees including the Carver
Federal Savings Bank 401(k) Savings Plan. The Company does not
currently offer additional perquisites in excess of $10,000 per
year.
Benefits Plans
Pension
Plan. The Carver Federal Savings
Bank Retirement Income Plan
is a noncontributory,
tax-qualified defined
benefit plan (the
“Pension
Plan”). The
Pension Plan was amended such that future benefit accruals ceased as of
December 31,
2000. Since that
date, no new participants were eligible to enter into the Pension Plan and
participants as of such date have not been credited with additional years of
service or increased compensation.
The following table sets forth
information regarding pension benefits accrued by the Named Executive Officers
during the last fiscal year.
PENSION BENEFITS at FISCAL
YEAR-END 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Plan name
|
|
|
Number of years credited
service
(#)
|
|
|
Present value of accumulated
benefit
($)
|
|
|
Payments during last fiscal
year
($)
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO - Deborah Wright
|
|
|
Carver Federal Savings Bank
Retirement Income Plan
|
|
|
|
1 |
|
|
$ |
14,715.33 |
(1) |
|
|
--- |
|
CFO – Roy Swan
|
|
|
---
|
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
James H. Bason, Jr.
|
|
|
---
|
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Charles F. Koehler
|
|
|
---
|
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Susan M. Ifill
|
|
|
---
|
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
(1) The Company's defined benefit
pension plan was frozen 12/31/2000. Active employees with at least one
year of service on December
31, 2000 are eligible to
receive a benefit under the Plan should the Plan be terminated. The
amount of the benefit will be calculated based on age, credited years of service
and pay at the time the plan was frozen. Employees with more than
five years of service on December 31, 2000 who reach retirement age before the
Plan is terminated are eligible for a benefit calculated based on the Plan’s
definitions of earnings and eligibility. Ms. Wright is the only Named Executive Officer in
the plan.
401(k)
Savings Plan. The Company
maintains a 401(k) Savings Plan (“401(k) Plan”) with a profit sharing feature
for all eligible employees of the Bank. The Bank matches contributions to the
401(k) Plan equal to 100% of pre-tax contributions made by each employee up to a
maximum of 4% of their pay, subject to IRS limitations. All such matching
contributions are fully vested and non-forfeitable at all times regardless of
the years of service with the Bank. To be eligible for the matching
contribution, the employee must be 21 years of age and have completed at least
three months of service. Under the profit-sharing feature, the Company has the
discretion to make a contribution. If the Bank achieves a minimum of
70% of its fiscal year performance goal, the Compensation Committee may
authorize an annual non-elective contribution to the 401(k) Plan on behalf of
each eligible employee up to 2% of the employee’s annual pay, subject to
IRS limitations. This non-elective
contribution, if made, is awarded regardless of whether the employee makes
voluntary contributions to the 401(k) Plan. Non-elective Company contributions
vest 20% each year for the first five years of employment and are fully vested
thereafter. To be eligible for the non-elective company contribution, the
employee must be 21 years of age, have completed at least one year of service
and be employed on the last day of the plan year, currently December 31, or have
terminated employment for death, disability or retirement. The Company did not award a non-elective
contribution for the 401(k) Plan year that ended December 31, 2007.
Employee
Stock Ownership Plan.
Effective upon conversion to a publicly traded company, an Employee Stock
Ownership Plan
(“ESOP”) was established for all eligible
employees. The ESOP used proceeds from a term loan obtained from a third-party
institution to purchase shares of Carver’s common stock in the initial public
offering to pledge as collateral for the loan. In June 2004, the loan
was paid off and the Bank continued to make discretionary contributions to the
ESOP by purchasing shares in the open market. This was in accordance
with Carver's common stock repurchase program where shares are held in a
suspense account for future allocation among the participants based on
compensation, as described by the Plan, in the year of allocation. In May 2006, the Compensation Committee
approved management’s recommendation and voted to freeze the
ESOP. Discretionary contributions ceased and no new participants were
eligible to enter the ESOP after December 31, 2006.
Employment and Other Agreements with
Executive Officers
As of June 1, 1999, both Carver and Carver Federal entered into
employment agreements to secure the services of Deborah C. Wright as President and CEO. The employment agreements are intended
to set forth the aggregate compensation and benefits payable to Ms. Wright for all services rendered to
them and any of their subsidiaries. Both employment
agreements provided for an initial term of three years beginning June 1, 1999 and, pursuant to the terms of the
employment agreements, each year thereafter have been extended an additional
year following a review of Ms. Wright's performance by the Compensation
Committee and the Board of Directors.
In
addition, the employment agreements provide for an annual incentive payment
based on the achievement of certain performance goals, future grant of stock
awards, a supplemental retirement benefit, additional life insurance protection
and participation in the various employee benefit plans maintained by Carver and
Carver Federal from time to time. The agreements also provide customary
corporate indemnification and errors and omissions insurance coverage throughout
the term of the agreements and for six years thereafter.
Carver
may terminate Ms. Wright's employment at any time for cause as defined in the
employment agreements. In the event that Carver terminates Ms. Wright's
employment for reasons other than for cause, she would be entitled to a
severance benefit equal in value to the cash compensation, retirement and other
fringe benefits she would have earned had she remained employed for the
remaining term of the agreements. The same severance benefits would be available
if Ms. Wright resigns during the term of the employment agreements following a
loss of title, office or membership on the Board; a material reduction in her
duties, functions or responsibilities; involuntary relocation of her principal
place of employment by over 30 miles from its location as of June 1, 1999; other
material breaches of contract by Carver that are not cured within 30 days; or,
in certain circumstances, a change in control. In the event of a change in control, the remaining term of Ms. Wright's agreement with
Carver at any point in time will be three years unless written notice of
non-renewal is given by the Board or Ms. Wright.
A portion of the severance benefits
payable to Ms. Wright under her employment agreements in the
event of a change in control might constitute "excess parachute
payments" under current
federal tax laws. Federal tax laws impose a 20% excise tax, payable by the
executive, on excess parachute payments. In the event that any amounts paid to
Ms. Wright following a change of control would constitute "excess parachute
payment”, Ms. Wright's
employment agreement with Carver provides that she will be indemnified for any
excise taxes imposed due to such excess parachute payments, and any additional
income and employment taxes imposed as a result of such indemnification of
excise taxes. Any excess parachute payments and indemnification amounts paid
will not be deductible compensation expenses for the
Company.
Letter
Agreements
The Company entered into letter
employment agreements with Mr. Swan, Mr. Bason and Ms. Ifill. Generally, each letter employment
agreement provides for "at-will" employment and compensation in the form
of base salary and benefits continuation based on length of service and in
certain instances, a one-time payment.
In
conjunction with Carver’s acquisition of Community Capital Bank, Carver entered
into an employment agreement with the former President and CEO of Community
Capital Bank, Mr. Charles F. Koehler, to secure his services as a Executive Vice
President, Lending Division. The employment agreement set forth the
aggregate compensation and benefits payable to Mr. Koehler for all services
rendered to Carver and any of its subsidiaries for an initial term of 18 months
beginning October 1, 2006 and ending March 31, 2008.
Change in
Control Arrangements
Pursuant to their letter agreements, in
the event of a change in control, Mr. Bason and Ms. Ifill will receive 39 weeks of base salary
and benefits continuation. During fiscal 2007, Carver amended Mr. Swan’s letter agreement to include a
change-in-control agreement effective as of March 12, 2007. The amendment applies only if
Mr. Swan's employment is terminated following a
change in control that occurs during the employment term. The employment term is
from March 12,
2007 through March 12, 2009. Carver may terminate Mr. Swan's employment at any time for cause as
defined in his Letter Agreement, as amended. In the event that Carver terminates
Mr. Swan's employment for reasons other than disability, retirement or cause, he
would be entitled to a change in control benefit equal to (i) continued medical,
life, and disability benefits for two years, (ii) a lump sum payment equal to
two years' salary and (iii) an amount equal to two times his highest incentive
compensation award paid during any full fiscal year during the term of the
agreement.
The same severance benefits would be
available if Mr. Swan resigns during the term of his Letter Agreement following:
a loss of title, a material reduction in his duties, functions or
responsibilities, involuntary relocation of his principal place of employment so
that his commuting distance is more than 30 miles from his address as of
March 12, 2007, or other material breaches of contract
by Carver that are not cured within 30 days. If any amounts paid to Mr. Swan following a change in control would
constitute an "excess parachute
payment" under federal tax
law, the payments will be reduced to avoid the imposition of the excise tax. If
payments are reduced, Mr. Swan may choose which payments and benefits
will be reduced.
POTENTIAL PAYMENTS UPON
TERMINATION OR CHANGE IN CONTROL at FISCAL YEAR-END 2008
The
tables below reflect the amount of compensation to each of the Named Executive
Officers in the event of termination of such executive’s employment under such
executive's employment agreement or employment letter. The amount of
compensation payable to each Named Executive Officer upon voluntary termination,
early retirement, involuntary not-for-cause termination, termination following a
Change in Control (“CIC”) and in the event of disability or death of the
executive is shown below. The amounts shown assume that such
termination was effective as of March 31, 2008, and thus includes amounts earned
through such time and are estimates of the amounts, which would be paid out to
the Named Executive Officers upon their termination. The actual amounts to be
paid out can only be determined at the time of such executive’s separation from
the Company.
|
|
Involuntary
Not For Cause or by Executive with Good Reason
|
|
|
For
Cause or by Executive without Good Reason
|
|
|
Disability
|
|
|
Retirement
|
|
|
Death
|
|
|
Change
in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah
Wright, Chairman and Chief Executive Officer
|
|
Cash
Wages (1)
|
|
$ |
758,333 |
|
|
$ |
0 |
|
|
$ |
568,750 |
|
|
|
- |
|
|
|
- |
|
|
$ |
1,050,000 |
|
Incentive
(2)
|
|
$ |
525,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
525,000 |
|
Health,
Welfare, Perquisites and Other Personal Benefits
(3)
|
|
$ |
43,100 |
|
|
$ |
0 |
|
|
$ |
28,600 |
|
|
|
- |
|
|
|
- |
|
|
$ |
54,100 |
|
Retirement
Plans (4)
|
|
$ |
40,200 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
40,200 |
|
Long
Term Incentive Plan (5)
|
|
$ |
584,533 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
584,533 |
|
Total
|
|
$ |
1,951,167 |
|
|
$ |
0 |
|
|
$ |
597,350 |
|
|
|
- |
|
|
|
- |
|
|
$ |
2,253,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roy
Swan, Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Wages (1)
|
|
$ |
19,232 |
|
|
$ |
0 |
|
|
$ |
150,006 |
|
|
|
- |
|
|
|
- |
|
|
$ |
500,020 |
|
Incentive
(2)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
150,006 |
|
Health,
Welfare, Perquisites and Other Personal Benefits
(3)
|
|
$ |
15,600 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
40,900 |
|
Retirement
Plans (4)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
38,733 |
|
Long
Term Incentive Plan (5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
- |
|
|
|
- |
|
|
$ |
79,202 |
|
Total
|
|
$ |
34,832 |
|
|
$ |
0 |
|
|
$ |
150,006 |
|
|
|
- |
|
|
|
- |
|
|
$ |
808,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
Bason, Senior Vice President and Chief Lending Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Wages (1)
|
|
$ |
13,077 |
|
|
$ |
0 |
|
|
$ |
102,000 |
|
|
|
- |
|
|
|
- |
|
|
$ |
127,500 |
|
Incentive
(2)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Health,
Welfare, Perquisites and Other Personal Benefits
(3)
|
|
$ |
15,600 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
24,400 |
|
Retirement
Plans (4)
|
|
|
|
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Long
Term Incentive Plan (5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
77,636 |
|
Total
|
|
$ |
28,677 |
|
|
$ |
0 |
|
|
$ |
102,000 |
|
|
|
- |
|
|
|
- |
|
|
$ |
229,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
Koehler, Senior Vice President, Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Wages (1)
|
|
$ |
17,034 |
|
|
$ |
0 |
|
|
$ |
132,865 |
|
|
|
- |
|
|
|
- |
|
|
$ |
166,082 |
|
Incentive
(2)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Health,
Welfare, Perquisites and Other Personal Benefits
(3)
|
|
$ |
15,600 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
24,400 |
|
Retirement
Plans (4)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Long
Term Incentive Plan (5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
26,875 |
|
Total
|
|
$ |
32,634 |
|
|
$ |
0 |
|
|
$ |
132,865 |
|
|
|
- |
|
|
|
- |
|
|
$ |
217,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
M. Ifill, Senior Vice Present and Chief Retail Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Wages (1)
|
|
$ |
13,077 |
|
|
$ |
0 |
|
|
$ |
102,000 |
|
|
|
- |
|
|
|
- |
|
|
$ |
127,500 |
|
Incentive
(2)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
0 |
|
Health,
Welfare, Perquisites and Other Personal Benefits
(3)
|
|
$ |
15,600 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
24,400 |
|
Retirement
Plans (4)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Long
Term Incentive Plan (5)
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
$ |
10,000 |
|
Total
|
|
$ |
28,677 |
|
|
$ |
0 |
|
|
$ |
102,000 |
|
|
|
- |
|
|
|
- |
|
|
$ |
161,900 |
|
|
(1)
|
For
Messrs Swan, Koehler and Bason and Ms. Ifill cash wages reflect the value
of severance payments in accordance with CIC letter agreements or pursuant
to the Company's Severance Pay Plan if other than for CIC. For
Ms. Wright, cash payments reflect the terms of her
contract.
|
|
(2)
|
Incentive
reflects payments at target awards paid as directed by the terms of the
CIC agreement or current incentive compensation
plan.
|
|
(3)
|
Health,
Welfare and Other Personal Benefits reflect the cost of the Company
continuing medical, dental, vision, and life insurance benefits per the
CIC agreement or severance pay
plan.
|
|
(4)
|
Retirement
Benefits reflect the 401k Plan matching and profit sharing contributions
and acceleration of vesting of unvested profit sharing contributions and
Employee Stock Ownership Plan grants. Ms. Wright and Mr. Bason are fully
vested in both plans.
|
|
(5)
|
Long
term Incentive Plan payments reflect the value of accelerated vesting of
unvested cash, shares and
options.
|
The Chairman of the Board of Directors
is currently the Chief Executive Officer and does not receive any additional
compensation for serving as the Board Chairman. The Company’s outside
directors are paid an annual cash retainer and a per meeting fee to serve as a director of
both Carver and Carver Federal. The chairs of the Asset Liability and Interest Rate Risk
Committee ("ALCO") and Audit committees receive an annual
retainer of $7,500 and $5,000, respectively, and a meeting fee of
$650. The chairs of the remaining committees
receive an annual retainer of $1,500 and all committee members including the
chairs thereof receive $475 per committee meeting
attended, $600 per Board meeting attended, and $100 per Executive Committee
meeting attended. Upon shareholder approval of new directors, the Compensation
Committee may approve a grant of 1,000 shares of restricted stock and 1,000
stock options, which vest pursuant to the Company’s 5-year performance
accelerated vesting schedule.
The
following table sets forth information regarding compensation earned by the
non-employee directors of Carver during the last fiscal year.
DIRECTOR COMPENSATION at FISCAL
YEAR-END 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees
earned
or
paid in
cash
($)
|
|
|
Stock
awards
($)
|
|
|
Option
awards
($)
|
|
|
Non-equity
incentive plan
compensation
($)
|
|
|
Change in
pension
value and
nonqualified
deferred
compensation
earnings
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
Carol Baldwin Moody
|
|
|
25,875 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Samuel Daniel
|
|
|
23,200 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
23,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David L. Hinds
|
|
|
36,500 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
36,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Holland, Jr.
|
|
|
28,975 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
28,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pazel G. Jackson Jr.
|
|
|
38,125 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
38,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward B. Ruggiero
|
|
|
25,575 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
25,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Tarter
|
|
|
21,350 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
21,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strauss Zelnick (1)
|
|
|
4,425 |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
$ |
4,425 |
|
(1)
|
Mr. Zelnick resigned from the Board of
Directors on July 11,
2007 to focus on the
growth of his company, ZelnickMedia,
LLC.
|
Impact of Accounting and Tax on the Form
of Compensation
The Compensation Committee and the
Company consider the accounting and tax (individual and corporate) consequences
of the compensation plans prior to making changes to the plans. The
Compensation Committee has considered the impact of the Statement of Financial
Accounting Standard No. 123, or SFAS No. 123, as issued by the
FASB in 2004, on the Company’s use of equity incentives as a key retention
tool.
As part of its role, the Compensation
Committee also reviews and considers sections of the Internal Revenue Code
(“IRC”), including but not limited to, Golden
Parachutes Under IRC Section 280(g) and the deductibility of executive
compensation under Section 162(m) which limits deduction of compensation paid to
Named Executive Officers to $1,000,000 unless the compensation is “performance-based”. This applies to base
salary, all cash incentive plans and equity grants other than stock
options. During fiscal 2008, no employee received taxable
compensation in excess of $1,000,000 and therefore, deductibility of
compensation was not limited by these sections of the IRC.
Option
Granting Practices
The timing of Carver’s equity compensation grants has
historically been and continues to be determined upon appointment to the Board,
upon hire, or in conjunction with incentive grants after Carver’s fiscal year end and approved by the
Compensation Committee. In fiscal 2008, grants were communicated to executives
other than Ms. Wright on May 4, 2007. Grants were
communicated to Ms. Wright on May 11, 2007 after a thorough review
of her performance and ratification by the Board of Directors. Grants
vest over a five-year period at 20% each year and subsequent vesting on
anniversaries of that date, with accelerated vesting in years three and four if
the Company meets or exceeds the peer group three-year average
ROE.
Ownership Guidelines
The
Company regularly reviews the ownership levels of its directors and officers and
has not established minimum stock ownership guidelines as the Company’s
directors and the Named Executive Officers collectively own a significant amount
of Company Stock.
Conclusion
The Compensation Committee retains the
discretion to decrease all forms of incentive payouts based on significant
individual or Company performance shortfalls. Likewise, the Committee
retains the discretion to increase payouts and/or consider special awards for
significant achievements, including but not limited to superior asset
management, investment or strategic accomplishment and/or consummation of
beneficial acquisitions.
Overall, the level and mix of
compensation that is finally decided upon is considered within the context of
both the objective data from Carver’s competitive assessment of compensation
and performance, as well as discussion of the subjective factors as outlined
above. The Compensation Committee believes that each executive’s compensation is within the competitive
range of practices when compared to the objective comparative data and
reasonable given Company and individual performance.
The
following table sets forth information about the shares of Voting Stock
authorized by Carver for issuance under equity compensation plans as of March
31, 2008.
Plan Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities
reflected
in column (a))
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
|
|
|
235,766 |
|
|
|
13.12 |
|
|
|
117,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
235,766 |
|
|
|
13.12 |
|
|
|
117,553 |
|
These awards are under the MRP and Stock
Incentive Plans. These plans do not provide for re-pricing of stock
options, which is the cancellation of shares in consideration of the exchange
for other stock options to be issues at a lower price, and Carver has not acted to re-price stock
options.
Date
for Submission of Stockholder Proposals
In
accordance with SEC rules and Carver’s Bylaws, any stockholder wishing to have a
proposal considered for inclusion in Carver’s proxy statement and proxy card
relating to the annual meeting of stockholders for the fiscal year ending March
31, 2009 must, in addition to other applicable requirements, set forth such
proposal in writing and file it with the Secretary of Carver either: (1) on or
before April 7, 2009,
if Carver’s next annual meeting of stockholders is within 30 days of the
anniversary date of the Annual Meeting; or (2) a reasonable time before Carver
begins to print and mail its proxy materials, if the date of next fiscal year’s
annual meeting is changed by more than 30 days from the date of the Annual
Meeting.
Notice
of Business to be Conducted at Annual Meeting
The
Bylaws of Carver provide an advance notice procedure for a stockholder to
properly bring business before an annual meeting or to nominate any person for
election to Carver’s Board of Directors. The stockholder must be a stockholder
of record and have given timely notice thereof in writing to the Secretary of
Carver. To be timely, a stockholder’s notice must be delivered to or received by
the Secretary not later than the following dates: (1) with respect to an annual
meeting of stockholders, 60 days in advance of such meeting, if such meeting is
to be held on a day which is within 30 days preceding the anniversary of the
previous fiscal year’s annual meeting, or 90 days in advance of such meeting if
such meeting is to be held on or after the anniversary of the previous fiscal
year’s annual meeting; and (2) with respect to an annual meeting of stockholders
held at a time other than within the time periods set forth in the immediately
preceding clause, the close of business on the 10th day
following the date on which notice of such meeting is first given to
stockholders. Notice shall be deemed to be first given to
stockholders when disclosure of such date of the meeting of stockholders is
first made in a press release reported to Dow Jones News Services, Associated
Press or comparable national news service, or in a document publicly filed by
Carver with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. A
stockholder’s notice to the Secretary of Carver shall set forth such information
as required by the Bylaws of Carver. Nothing in this paragraph shall
be deemed to require Carver to include in its proxy statement and proxy card
relating to an annual meeting any stockholder proposal or nomination that does
not meet all of the requirements for inclusion established by the SEC in effect
at the time such proposal or nomination is received. See “Date for
Submission of Stockholder Proposals.”
Householding
of Proxy Materials
The SEC
has adopted rules that permit companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by delivering a
single proxy statement addressed to those stockholders. This process,
which is commonly referred to as “householding,” potentially means extra
convenience for stockholders and cost savings for companies.
This
year, Carver expects that a number of brokers with account holders who are our
stockholders will be “householding” its proxy materials. A single proxy
statement will be delivered to multiple stockholders sharing an address unless
contrary instructions have been received from the affected stockholders. Once
you have received notice from your broker that they will be “householding”
communications to your address, “householding” will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to participate in “householding” and would prefer to receive a
separate proxy statement and annual report, please notify your broker.
Stockholders who currently receive multiple copies of the proxy statement and
annual report at their address and would like to request “householding” of their
communications should contact their broker. In addition, Carver will
promptly deliver, upon written or oral request to its address or telephone
number below, a separate copy of the proxy materials and annual report to a
stockholder at a shared address to which a single copy of the documents was
delivered. Direct your written request to Carver at Carver Bancorp
Inc., 75 West 125th Street,
New York, New York 10027; Attention: Secretary, or contact us at (212)
360-8826.
Other
Matters
As of the
date of this proxy statement, the Board of Directors does not know of any other
matters to be brought before the stockholders at the Annual
Meeting. If, however, any other matters not now known are properly
brought before the Annual Meeting, the persons named in the accompanying proxy
card will vote the shares represented by all properly executed proxies on such
matters using their best judgment.
Annual
Report to Stockholders
A copy of
the Annual Report to Stockholders for the fiscal year ended March 31, 2008
(“2008 Annual Report”), containing financial statements as of March 31, 2008 and
March 31, 2007 and for each of the years in the three-year period ended March
31, 2008 prepared in conformity with generally accepted accounting principles,
accompanies this proxy statement. The consolidated financial
statements have been audited by KPMG LLP whose report thereon is included in the
2008 Annual Report.
The 2008
Annual Report includes a copy of Carver’s annual report on Form 10-K for fiscal
2008 filed with the SEC. Stockholders may obtain, free of charge, a
copy of such annual report (excluding exhibits) by writing to Sheila Kennedy,
Vice President and Secretary, Carver Bancorp, Inc., 75 West 125th Street, New
York, New York 10027, or by telephoning (212) 360-8826. The annual
report on Form 10-K for fiscal 2008 is also available on Carver’s website at
www.carverbank.com
and on the SEC website at www.sec.gov.
|
By
Order of the Board of Directors,
|
|
|
|
|
|
Sheila
Kennedy
|
|
Vice
President and Secretary
|
New York,
New York, July 29, 2008
To
Assure That Your Shares Are Represented at the Annual Meeting,
Please
Sign, Date, and Promptly Return the Accompanying
Proxy
Card in the Enclosed Postage-Paid Envelope or Use Internet or
Telephone
Voting as Described in the Proxy Statement.
CARVER
BANCORP, INC.
|
|
REVOCABLE
PROXY
|
75
WEST 125TH STREET
|
|
|
NEW
YORK, NEW YORK 10027
|
|
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CARVER BANCORP, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16,
2008
The
undersigned stockholder of Carver Bancorp, Inc. hereby appoints Margaret D.
Roberts and Roy Swan or either one of them, with full powers of substitution, to
represent and to vote as proxy, as designated, all shares of the common stock of
Carver Bancorp, Inc. held of record by the undersigned on July 29, 2008 at the
Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 10:00 a.m.
on September 16, 2008 or at any adjournment or postponement thereof. The
undersigned hereby revokes all prior proxies.
This
Proxy, when properly executed, will be voted in the manner directed herein by
the undersigned stockholder. IF PROPERLY SIGNED, BUT NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES LISTED IN ITEM 1 AND
“FOR” THE PROPOSAL IN ITEM 2.
PLEASE
MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR INTERNET USING THE INSTRUCTIONS
GIVEN ON THE REVERSE SIDE OF THIS PROXY.
|
TO VOTE BY
MAIL, PLEASE DETACH HERE
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” THE
PROPOSAL IN ITEM 2.
1.
|
Election
of Directors to a Three Year Term.
|
|
FOR
all
Nominees
|
|
WITHHOLD
for all Nominees
|
|
|
|
|
|
Nominees:
|
01)
Carol
Baldwin Moody
|
£
|
|
£
|
|
|
|
|
|
|
02)
Edward
B. Ruggiero
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INSTRUCTION:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE’S NAME IN THE SPACE PROVIDED.
|
|
|
|
|
If
any other matters properly come before the Annual Meeting, including,
among other things, a motion to adjourn or postpone the Annual Meeting to
another time and/or place for the purpose of soliciting additional proxies
or otherwise, the persons named in the Proxy will vote on such matters
using their best judgment. As of the date of the Proxy Statement for the
Annual Meeting, management of the Company is not aware of any such
business.
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Ratification
of the appointment of KPMG LLP as independent auditors for the fiscal year
ending March 31, 2009.
|
FOR
£
|
AGAINST
£
|
ABSTAIN
£
|
|
I WILL ATTEND THE ANNUAL MEETING
£
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement for the Annual
Meeting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:_____________________________
|
,2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
sign exactly as your name appears on this proxy. Joint Owners should each
sign personally. If signing as attorney, executor, administrator, trustee
or guardian, please include your full title. Corporate or partnership
proxies should be signed by an authorized
officer.
|
|
TO VOTE BY
MAIL, PLEASE DETACH HERE
|
Your
telephone or Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy
card.
VOTE
BY PHONE: Call Toll Free On a Touch-Telephone 1-800-730-7859. There is NO
CHARGE to you for this call.
OPTION
A:
|
|
To
vote as the Board of Directors recommends on ALL proposal; Press
1
|
|
|
|
OPTION
B:
|
|
If
you choose to vote on each proposal separately, press 0. You will hear
these instructions:
|
Item 1:
To vote FOR
all nominees, press 1;
To WITHHOLD
from all nominees, press 9;
To WITHHOLD
from an individual nominee, press 0.
Item 2:
To vote FOR,
press 1;
AGAINST, press 9;
ABSTAIN, press 0.
VOTE
BY INTERNET: THE WEB ADDRESS IS www.proxyvoting.com/carv
IF
YOU VOTE BY PHONE OR INTERNET—DO NOT MAIL THE PROXY
CARD. THANK YOU FOR VOTING.