Carver Bancorp, Inc. Announces Slate of Highly Qualified Director Candidates for 2026 Annual Meeting

Rhea-AI Summary

Carver Bancorp (OTCQB: CARV) announced two board nominees for the 2026 Annual Meeting: Keith Mestrich, a turnaround banking executive, and Donald Felix, Carver's current CEO, nominated to join the Board. Two current directors, Pazel G. Jackson Jr. and Robin L. Nunn, will not stand for re-election.

The company urges stockholders to vote using the WHITE proxy card for the May 21, 2026 virtual meeting; a proxy statement and WHITE card were mailed April 24, 2026.

Positive

• Board refreshment with two nominees including current CEO Donald Felix
• Keith Mestrich brings a documented turnaround track record including Amalgamated’s IPO and asset growth to over $7 billion
• Company highlights management strengthening and cost reductions, including switching to the OTC market
• Proxy materials mailed April 24, 2026 for the May 21, 2026 Annual Meeting

Negative

• Two incumbent directors (Pazel G. Jackson Jr. and Robin L. Nunn) will not stand for re-election, reducing board continuity
• Solicitation language urging votes on the WHITE proxy card signals a contested or highly directed proxy process

Market Context

This announcement continues Carver’s board modernization strategy by nominating two directors with s...

Analysis

This announcement continues Carver’s board modernization strategy by nominating two directors with substantial banking and transformation experience, while two existing directors will not stand for re‑election. It follows recent steps including exchange of over $1 million in trust preferred interest, the move to OTC trading, and a new CFO appointment. Investors may watch how this refreshed board addresses regulatory requirements, capital planning, and the push toward sustainable profitability and growth.

Key Figures

Annual Meeting date: May 21, 2026 Amalgamated assets: nearly $5 billion Amalgamated assets later: over $7 billion +5 more

8 metrics

Annual Meeting date May 21, 2026 2026 Annual Meeting of Stockholders

Amalgamated assets nearly $5 billion Assets at Amalgamated Bank under Mestrich’s leadership

Amalgamated assets later over $7 billion Asset base after turnaround and growth at Amalgamated

Philanthropic capital $500 million Annual capital managed by Amalgamated Foundation

Carver history 76 years Carver’s operating history and CEO count context

Deposit growth 85% Increase in Citizens Access digital deposits under Felix

Digital deposits level over $7 billion Citizens Access digital deposits after growth under Felix

Revenue growth streak 5 years Consecutive years of revenue and EBIT growth in Citi Expedia portfolio

Historical Context

5 past events · Latest: Mar 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 23	CFO appointment	Positive	+2.0%	Promotion of Lisa Robinson Smith to CFO supporting transformation and profitability focus.
Mar 16	Capital exchange	Positive	-0.7%	Agreement to cancel over $1 million trust preferred interest for 524,826 common shares.
Mar 09	Governance update	Neutral	+2.7%	Update on Dream Chasers Capital Group nominations and enforcement of bylaw procedures.
Jan 20	Meeting date set	Neutral	-1.9%	Announcement of May 21, 2026 Annual Meeting and nomination notice deadlines.
Dec 08	OTC listing move	Positive	-15.6%	Commencement of OTC trading and cost-saving measures tied to delisting and board refresh.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent strategic and governance announcements have drawn mixed reactions, with some positive governance and capital actions followed by negative price moves, especially around the OTC transition.

Recent Company History

Over the past several months, Carver has focused on governance, capital structure, and exchange listing changes. In Dec 2025, it began trading on OTC Markets and committed to refresh 75% of the board, which coincided with a -15.6% move. In Jan–Mar 2026, it set the May 21, 2026 meeting date, updated shareholders on Dream Chasers’ nominations, exchanged over $1 million of trust preferred interest for 524,826 shares, and promoted a new CFO. Today’s director slate continues this board modernization trajectory.

Key Terms

community development financial institution, minority depository institution, otcqb, p&l, +1 more

5 terms

community development financial institution regulatory

"the Bank," a certified Community Development Financial Institution ("CDFI") and designated"

A community development financial institution (CDFI) is a specialized lender—like a neighborhood bank on a mission—that provides loans, investments and basic financial services to underserved people, small businesses and local projects such as affordable housing and community facilities. It matters to investors because CDFIs channel capital into areas mainstream banks avoid, offering access to impact-driven opportunities, potential government support or incentives, and a way to balance financial return with measurable social benefit.

minority depository institution regulatory

"the Bank," a certified Community Development Financial Institution ("CDFI") and designated Minority Depository Institution ("MDI")"

A minority depository institution is a bank or credit union that is owned by, serves, or predominantly provides credit to historically underserved racial or ethnic minority communities. Think of it as a neighborhood bank focused on a specific community; it can have different customer ties, regulatory support and growth opportunities than a general-purpose lender. Investors care because these institutions can offer unique market access, social impact credentials and exposure to community-driven loan demand and specialized risk profiles.

otcqb financial

"Carver" ) (OTCQB: CARV), the holding company for Carver Federal Savings Bank"

OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

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p&l financial

"His executive track record spans the full breadth of banking – from balance sheet management and P&L ownership to digital banking innovation"

A P&L, short for profit and loss statement, is a snapshot of a company's money in and money out over a set period that shows whether the business made a profit or suffered a loss. Think of it like a household budget or a scorecard: it shows sales, costs and the bottom-line result, helping investors judge whether the company is earning enough, managing expenses, and likely to grow or face financial stress.

m&a financial

"His experience encompasses balance sheet management, credit quality improvement, M&A due diligence and integration, capital markets execution"

M&A, short for mergers and acquisitions, involves one company combining with or purchasing another company to grow, streamline operations, or gain competitive advantages. For investors, M&A activity can signal potential for increased value, new opportunities, or changes in market dynamics, making it an important factor to watch in the business landscape.

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Nominees Keith Mestrich and Donald Felix Collectively Bring Backgrounds that Directly Align with Carver's Needs, Including Experience Transforming Financial Institutions and Driving Profitability and Growth

Refreshment Delivers on Previously Announced Board Modernization Commitment and is a Critically Important Part of Positioning Carver for Sustainable Profitability and Growth

Management and the Board Continue to Take Decisive Actions to Improve Performance and Enhance Value for All Stockholders

Vote on the WHITE Proxy Card TODAY to Elect Carver's Two Highly Qualified Candidates – Keith Mestrich and Donald Felix – to the Board  

NEW YORK, April 27, 2026 /PRNewswire/ -- Carver Bancorp, Inc. ("Carver" or the "Company") (OTCQB: CARV), the holding company for Carver Federal Savings Bank (the "Bank," a certified Community Development Financial Institution ("CDFI") and designated Minority Depository Institution ("MDI")), announced its slate of nominees for election to the Board of Directors (the "Board") at the 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The slate includes:

• Keith Mestrich, former Chief Executive Officer and President of Amalgamated Bank.
  • Under Mr. Mestrich's leadership, Amalgamated Bank returned to profitability, improved its credit quality, installed a new management team, and significantly grew its core deposit base, expanding to nearly $5 billion in assets.
  • Mr. Mestrich brings more than three decades of experience in finance across balance sheet management, credit quality improvement, M&A due diligence and integration, capital markets execution, and public company governance.
  • Additionally, he has a long history of involvement in local community advocacy and supporting working-class customers.
    
    
• Donald Felix, Carver's Chief Executive Officer and President.
  • Mr. Felix was recruited specifically to drive Carver's strategic transformation toward sustainable profitability and long-term growth.
  • He is an accomplished financial services executive with over 25 years of leadership across global banking, consumer finance, and corporate strategy, having served in senior roles at Citi, JPMorgan Chase, and Citizens Financial Group.
  • His executive track record spans the full breadth of banking – from balance sheet management and P&L ownership to digital banking innovation, M&A execution, and enterprise-wide transformation. In his prior senior roles, Mr. Felix has managed turnarounds, generated billions of dollars in deposits, served millions of customers, and consistently grown revenue.

In conjunction with these nominations, current directors Dr. Pazel G. Jackson, Jr., and Robin L. Nunn will not stand for re-election at the Annual Meeting.

Lewis P. Jones III, Chairman of the Board, said:  

"We are incredibly excited about our Board candidates, both of whom bring decades of senior-executive banking experience and subject-matter expertise at the highest levels that align with the needs of the business and will support the significant initiatives required to elevate Carver's performance. Keith's extensive experience in leading organizational change that drives performance will make him an excellent addition to the Board. Additionally, in Don's first year as Carver's President and CEO, he has already demonstrated the leadership and strategic vision necessary to implement the organizational change required to elevate Carver and position it to deliver consistent profitability. Their nominations represent a critical step towards fulfilling our commitment to modernize the Board and increase alignment with stockholders.  

Carver's leadership understands that change is necessary to drive sustained improvement in financial performance, enhance capital planning, and drive long-term, sustainable profitability. In addition to Board refreshment, we have taken concrete steps including strengthening management with high-caliber executive appointments, reducing costs and complexity by switching to the OTC exchange, and cutting expenses across the organization.

With Messrs. Mestrich and Felix on the Board, we will be well positioned to continue to execute the transformation that is already underway and deliver greater value for all stockholders – while fulfilling our core mission of empowering everyday New Yorkers to achieve their financial goals.

I would also like to express our sincere gratitude to Pazel and Robin for their dedicated service on the Board. In his many years as a director, Pazel has been an important source of continuity and institutional knowledge as the Bank has evolved to where we are today. Additionally, during her tenure, Robin has brought to bear a unique set of fresh perspectives that have been highly valuable to our discussions and decision-making. We wish Pazel and Robin the best in their future endeavors."

Carver urges all stockholders to vote on the WHITE proxy card FOR the election of Messrs. Mestrich and Felix at the Annual Meeting.

Nominee Biographies

Keith R. Mestrich is a senior banking executive with more than three decades of experience in commercial banking, institutional finance, and executive leadership. He was President and Chief Executive Officer of Amalgamated Financial Corp. and Amalgamated Bank (NASDAQ: AMAL), where he orchestrated a full institutional turnaround beginning in 2014, returning the bank to sustained profitability, nearly doubling its asset base to over $7 billion, and leading the company's successful public offering on the Nasdaq Stock Market in 2018. His work at Amalgamated established him as a proven operator capable of driving large-scale transformation in a highly regulated environment.

During his seven-year tenure as Chief Executive Officer, Mr. Mestrich demonstrated deep expertise across every dimension of banking leadership. He rebuilt the bank's senior management team, significantly grew its core deposit base, and executed multiple strategic acquisitions, most notably the purchase of San Francisco-based New Resource Bank, which created the nation's largest socially responsible bank and extended Amalgamated's reach to the West Coast. His experience encompasses balance sheet management, credit quality improvement, M&A due diligence and integration, capital markets execution, and public company governance, including SEC reporting and investor relations obligations.

Prior to Amalgamated, Mr. Mestrich served in senior financial leadership roles within the labor movement, culminating as Chief Financial Officer and Deputy Chief of Staff of the Service Employees International Union ("SEIU"), one of the largest unions in the United States. In that capacity, he oversaw institutional finances, organizational restructuring, and served as a trustee on three separate Taft-Hartley funds while sitting on the SEIU Master Trust Investment Committee, providing him with substantial pension fund and institutional investment oversight experience. He began his career as a corporate researcher at the AFL-CIO, where he supported hundreds of organizing, bargaining, and political campaigns.

Since departing Amalgamated in 2021, Mr. Mestrich has remained an active and engaged leader in the financial services industry. He is a Founding Member and Managing Director of Percapita, a fintech company delivering financial services to low- and moderate-income workers through employer benefit platforms, and serves as a strategic and corporate advisor to a portfolio of financial services and fintech ventures. He is also Founder and Chair Emeritus of the Amalgamated Foundation, which manages over $500 million in annual philanthropic capital, and is a Finance Leaders Fellow and member of the Aspen Global Leadership Network. Mr. Mestrich holds a B.A. in Political Science and Public Policy from Kalamazoo College.

Donald Felix is a senior financial services executive with more than 25 years of leadership experience across global banking, consumer finance, and corporate strategy. Currently serving as President and Chief Executive Officer of Carver Bancorp (OTCQB: CARV) – one of the nation's oldest and largest African-American operated banks and a certified Community Development Financial Institution (CDFI) – he brings to the role a career built at three of the most prominent financial institutions: Citigroup, JPMorgan Chase, and Citizens Financial Group. Mr. Felix is only the sixth CEO in Carver's 76-year history and was appointed to lead the institution's strategic transformation toward sustainable profitability and improved performance.

Mr. Felix's executive track record spans the full breadth of banking – from balance sheet management and P&L ownership to digital banking innovation, M&A execution, and enterprise-wide transformation. At Citizens Financial Group, he served as Executive Vice President and Head of National Banking & Expansion, where he led the Citizens Access digital banking deposits business and drove deposits up 85% to over $7 billion, returning the business to profitability through modernized technology and a national expansion strategy. At JPMorgan Chase, he served first as Chief of Staff for Consumer Banking & Wealth Management – overseeing division-wide business management on behalf of the CEO and driving major firm-wide initiatives – before becoming Head of Consumer Financial Health, where he developed and executed the personal finance management strategy across product, digital, and branch platforms serving millions of customers.

Mr. Felix's foundational banking expertise was built first at Citigroup, where he held progressively senior roles spanning consumer banking, corporate and investment banking, credit and risk management, wealth management, and operations – in multiple geographies including North America, Europe, and Asia. He ran one of Citi's four major U.S. co-branded credit card portfolios, managing the Citi Expedia partnership P&L and growing revenue and EBIT for five consecutive years. Prior to Cards, Donald was in the investment bank in the financial institutions M&A group performing the acquisition strategy and valuation analyses for various clients across financial services. His Citigroup tenure was punctuated in a leadership role as Chief of Staff to the Chairman of Citi during the height of the global credit crisis – an experience that sharpened his ability to navigate institutional complexity and the regulatory landscape at the chief executive and board level.

A first-generation Caribbean-American born and raised in New York City, Mr. Felix brings both personal and professional alignment to Carver's mission of expanding access to capital in underserved communities. He holds an MBA in Finance and Strategic Management from The Wharton School at the University of Pennsylvania and a BBA in Information Systems and Analysis from Howard University. He is currently a Director of the Urban League of Eastern Massachusetts (a National Urban League affiliate) and has a long history of civic engagement and service, both in local communities and abroad.

Stockholders' votes are extremely important no matter how many shares they own. Whether or not a stockholder plans to attend the virtual meeting, they are requested to please promptly use their WHITE proxy card to vote by proxy over the Internet or by mail. If stockholders have any questions or require any assistance with voting their shares, please call Carver's proxy solicitor:

430 Park Avenue, 14th Floor
New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free:
(800) 662-5200

E-mail: CARV@investor.sodali.com

The Company has mailed a proxy statement, dated April 24, 2026, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Company's Annual Meeting of Stockholders to be held on May 21, 2026. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT ANY PROXY SOLICITATION. Copies of the documents are also available free of charge by accessing the Company's website at www.carverbank.com.

About Carver Bancorp, Inc.
Carver Bancorp, Inc. (OTCQB: CARV) is the holding company for Carver Federal Savings Bank, a Harlem-based community bank committed to meeting the financial needs of everyday New Yorkers who are working hard to get ahead and supporting the vitality of the neighborhoods it serves by delivering accessible financial services to individuals and small- to mid-sized businesses. Through its online banking platform and physical branches, Carver serves customers across nine states, from Massachusetts to Virginia, including Washington, D.C.

Founded in 1948 to address barriers to financial access, Carver has a long-standing legacy of serving historically under-resourced communities. The U.S. Department of the Treasury has designated Carver as both a Community Development Financial Institution (CDFI) and a Minority Depository Institution (MDI) in recognition of its leadership in advancing financial inclusion and local economic empowerment.

For further information, please visit the Company's website at www.carverbank.com. Be sure to connect with Carver on Facebook, LinkedIn, and Instagram.

Media Contact:
CarverBancorp@Longacresquare.com

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SOURCE Carver Bancorp, Inc.

FAQ

Who are Carver Bancorp's (CARV) 2026 board nominees and what are their backgrounds?

The nominees are Keith Mestrich and Donald Felix. According to the company, Mestrich led Amalgamated's turnaround and IPO, and Felix is Carver's CEO with 25+ years in global banking and transformation roles.

When is Carver Bancorp's (CARV) 2026 Annual Meeting and how do I vote?

The virtual Annual Meeting is scheduled for May 21, 2026. According to the company, stockholders should vote promptly using the mailed WHITE proxy card or vote online or by mail per the proxy statement.

Which directors are not standing for re-election at Carver Bancorp (CARV) in 2026?

Directors Pazel G. Jackson Jr. and Robin L. Nunn will not stand for re-election. According to the company, both were thanked for their service and will step down at the Annual Meeting.

What operational steps has Carver Bancorp (CARV) cited to improve performance?

Carver cites management strengthening, targeted expense reductions, and a switch to the OTC exchange. According to the company, these actions support its board modernization and drive toward sustainable profitability.

Where can Carver Bancorp (CARV) stockholders find the proxy statement and voting materials?

Proxy materials were mailed on April 24, 2026 and are available free on Carver's website. According to the company, stockholders can also request assistance via the listed proxy solicitor contact details.