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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO
SECTIONS 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2025
OR
| ¨ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to
_________
Commission File Number: 001-13007
CARVER BANCORP, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
13-3904174 |
| (State
or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S.
Employer Identification No.) |
| |
|
|
|
|
| 75 West 125th Street |
New York |
New York |
|
10027 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant's telephone number, including area
code: (718) 230-2900
Securities Registered Pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
CARV |
|
NASDAQ Capital Market |
Securities registered pursuant to Section 12(g) of
the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
¨ Yes x
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. x Yes o
No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). x Yes ¨ No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ¨ |
Large
Accelerated Filer |
¨ |
Accelerated
Filer |
x |
Non-accelerated Filer |
x |
Smaller
Reporting Company |
¨ |
Emerging
Growth Company |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ¨
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o
Yes x No
As of July 15, 2025 there
were 5,074,283 shares of common stock of the Registrant outstanding. The aggregate market value of the Registrant's
common stock held by non-affiliates, as of September 30, 2024 (based on the closing sales price of $1.92 per share of the registrant's
common stock on September 30, 2024) was approximately $9,810,678.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
| PART III | |
| |
| 1 |
| | |
| |
| |
| ITEM 10. | |
DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE | |
| 1 |
| ITEM 11. | |
EXECUTIVE COMPENSATION | |
| 7 |
| ITEM 12. | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |
| 13 |
| ITEM 13. | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | |
| 14 |
| ITEM 14. | |
PRINCIPAL ACCOUNTANT FEES AND SERVICES | |
| 15 |
| | |
| |
| |
| PART IV | |
| |
| 16 |
| | |
| |
| |
| ITEM 15. | |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | |
| 16 |
| ITEM 16. | |
FORM 10-K SUMMARY | |
| 16 |
| | |
| |
| |
| SIGNATURES | |
| |
| 17 |
EXPLANATORY
NOTE
Carver Bancorp, Inc. (the “Company”)
filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (“Form 10-K”) with the U.S.
Securities and Exchange Commission (the “SEC”) on June 24, 2025. The Company is filing this Amendment No. 1 to
the Form 10-K, or “Form 10-K/A,” solely to revise Part III of the report to include the information previously
omitted from the Form 10-K. This Amendment No. 1 to the report continues to speak as of the date of filing of the report, and
except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the report to reflect
any events that occurred at a date subsequent to the filing of the report.
Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications of the
Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend
any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4
and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment
No. 1, new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1.
Except as described above or as expressly noted in this Amendment
No. 1, no other changes have been made to the Form 10-K.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS
OF THE REGISTRANT AND CORPORATE GOVERNANCE. |
General
The Certificate of Incorporation
of Carver provides that Carver’s Board of Directors shall be divided into three (3) classes, as nearly equal in number as
possible. The directors of each class serve for a term of three (3) years, with one (1) 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 (8).
Information Regarding Directors
The following table sets
forth certain information with respect to our directors. There are no arrangements or understandings between Carver and any director
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 each director, see “Security Ownership of Certain Beneficial Owners and Management—Security Ownership
of Management.”
| Name | |
Age | | |
End of
Term | | |
Position Held with Carver
and Carver Federal | |
Director
Since | |
| Pazel G. Jackson, Jr. | |
94 | | |
2025 | | |
Director | |
1997 | |
| Robin L. Nunn | |
47 | | |
2025 | | |
Director | |
2022 | |
| Craig C. MacKay | |
62 | | |
2026 | | |
Director | |
2017 | |
| Lewis P. Jones III | |
73 | | |
2026 | | |
Chairperson of the Board | |
2013 | |
| Colvin W. Grannum | |
72 | | |
2026 | | |
Director | |
2013 | |
| Kenneth J. Knuckles | |
78 | | |
2027 | | |
Director | |
2013 | |
| Jillian E. Joseph | |
46 | | |
2027 | | |
Director | |
2019 | |
Directors’ Backgrounds
The principal occupation
and business experience of each director is set forth below.
Jillian E. Joseph
is a skilled transactional attorney with 20+ years in the complex real estate, finance, and asset management industry. In addition to
her legal career, she has extensive leadership experience in strategic transitions, corporate strategy, and bank compliance.
Ms. Joseph serves as
Managing Director and Associate General Counsel at Nuveen, the asset management arm of TIAA, one of the largest asset managers in the
world. In this role, for the last nine years, Jillian supported Nuveen Real Estate Debt with approximately $10 Billion of loan originations
each year in fixed rate mortgage financing, floating rate mezzanine lending, and structured debt offering. Ms. Joseph is also a
market leader on managing debt portfolios through financial crises including extensive work on restructures, modifications, workouts
and foreclosures. In addition to her extensive debt leadership, Ms. Joseph also supported the equity business with over $12 billion
yearly in real estate equity transactions.
Most recently, Ms. Joseph transitioned
to bring her extensive experience in affordable and workforce housing to support the $6.4+ Billion Nuveen Real Estate Impact Sector focusing
on investment in early-stage projects to increase the supply of social and affordable housing, while also working on regeneration projects
within healthcare, education and transportation services. Ms. Joseph advises the team on all areas of affordable housing
and real estate including property acquisitions, dispositions, joint ventures, complex portfolio investments, development, construction,
asset management, sales, regulatory matters, tax exemptions and their benefits, in addition to financing of such assets (FHA, LIHTC,
Freddie Mac, and Fannie Mae).
In addition to her work at
Nuveen, Ms. Joseph is the Vice Chairwoman of the Board of the Brooklyn Navy Yard, the nationally acclaimed mission-driven
industrial park. Ms. Joseph has worked to make sure the 300-acre waterfront asset offers a critical pathway to the middle class
for many New Yorkers, especially the communities surrounding the Yard ensuring that local, minority and women-owned businesses have access
to a stable and predictable real estate environment and also provide access to the development and construction opportunities the Yard
presents. She is also on the board of directors of a faith-based non-profit that constructs, owns and operates affordable housing for
seniors in Brooklyn.
Prior to Nuveen, Ms. Joseph
spent five years as Executive Counsel for GE Capital’s Real Estate Business, responsible for the $30 billion US platform and then
working on the team to sell the business to Blackstone & Wells Fargo in 2015. Prior to GE, Ms. Joseph was an associate
at Skadden Arps Slate Meagher & Flom LLP. While at Skadden, Ms. Joseph represented Empire State Development Corporation
in connection with its Atlantic Yards Project, the $4 Billion mixed-use development that includes the sports arena for the Brooklyn Nets,
“Barclay’s Center”.
Ms. Joseph earned her
J.D. with honors from University of Pennsylvania Law School and her undergraduate degree cum laude from Colgate University.
Ms. Joseph’s in-depth knowledge
of real estate, finance and business law provides the Board with a unique and valuable perspective into economic development and commercial
lending issues.
Pazel G. Jackson, Jr.
is the retired Senior Vice President of JPMorgan Chase. During his 37-year career in banking, he held positions of increasing responsibility
at JPMorgan Chase, Chemical Bank, Texas Commerce Bank and the Bowery Savings Bank. From January 1995 to 2000, Mr. Jackson was
responsible for mortgage market development throughout the United States for JPMorgan Chase. His prior positions included Senior Credit
Officer of Chemical Mortgage Company, Business Manager of Chemical Mortgage Division, Chief Lending Officer of Bowery Savings Bank and
Marketing Director of Bowery Savings Bank. Mr. Jackson was formerly Vice-Chairman of the Battery Park City Authority and formerly
Chairman of The Mutual Real Estate Trust. He is a licensed Professional Engineer with more than 16 years of senior management experience
in design and construction. Mr. Jackson earned B.C.E. and M.C.E. degrees from the City College of New York, an M.B.A. from Columbia
University and a Doctorate in Business Policy Studies from Pace University in New York. Mr. Jackson’s extensive senior level
banking experience, including his extensive lending and real estate experience, coupled with his advanced formal education, has given
him front-line exposure to many of the issues facing Carver, as well as valuable insight needed as Chairperson of the Asset Liability
and Interest Rate Risk Committee. Mr. Jackson has been a member of the Boards of Directors of Carver and Carver Federal since 1997.
Kenneth J. Knuckles
is the retired President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation (“UMEZ”),
where he served for over 15 years. During his tenure as Chief Executive Officer, Mr. Knuckles led the investment of more than $240
million in capital in mixed-use and retail development projects in Northern Manhattan, leveraging over $2 billion in private investment,
and the creation of 10,000 jobs. Mr. Knuckles is also Vice Chair of the New York City Planning Commission. Prior to joining UMEZ,
Mr. Knuckles was Vice President of Support Services and Chief Procurement Officer at Columbia University. Mr. Knuckles earned
his undergraduate degree from the University of Michigan and his law degree from Howard University School of Law. Mr. Knuckles currently
serves as the Vice Chairman of the Carver Board of Directors and Chairman of the Carver Compensation and Human Resources Committee. Mr. Knuckles’
experience in New York City community development issues contributes to Carver’s mission to the communities it serves.
Robin L. Nunn is a
Partner in Sterlington PLLC’s litigation practice. Since May 2025. Prior to that, Ms. Nunn was a Partner in the
Litigation, Arbitration & Investigations Group at Linklaters LLP beginning in 2023. From 2020 to 2023, Ms. Nunn was a Partner
and Co-Head of the Banking Group at Morgan, Lewis & Bockius LLP. Prior to that, from 2018 to 2020, Ms. Nunn was Partner
and Chair of the Consumer Financial Services Group at Dechert LLP. From 2017 to 2018, Ms. Nunn was Partner and Co-Chair of the Supervision,
Enforcement and Litigation Group at Davis Wright Tremaine. Ms. Nunn has also held senior legal positions with Capital One Financial
Corporation and American Express. She began her legal career as a Law Clerk for the Hon. Barrington Parker of the U.S. Court of Appeals
for the Second Circuit, and then was a Senior Associate with Sullivan & Cromwell LLP. Ms. Nunn received her BA from Dartmouth
College and her JD from the University of Chicago Law School. She is a graduate of the Executive Development Leadership Program of the
Harvard Business School. Ms. Nunn’s extensive legal experience advising financial institutions is a valuable asset
to the Board.
Craig C. MacKay is
a Senior Advisor and a former Managing Director of England & Company. From 2023 to 2024, Mr. MacKay served as the Interim
Chief Executive Officer and President of the Company and the Bank. Mr. MacKay has over 33 years of investment banking experience
focused on corporate finance, private investments, and M&A advisory for middle market companies. He previously headed the Private
Finance groups at Oppenheimer & Company, Canadian Imperial Bank of Commerce, SunTrust Robinson Humphrey, and was the Managing
Member and founder of HNY Associates, a private merchant bank and advisory services firm. Since beginning his banking career at Bankers
Trust Company in 1989, he has completed over $12 billion of middle-market domestic and cross-border capital and corporate advisory engagements.
Mr. MacKay has executed over 100 acquisition financings, leverage recapitalizations, growth capital-raises, and refinancings as
a trusted advisor across a broad spectrum of industrial sectors, including healthcare, business services, financial services, manufacturing
and consumer retail. He has served on numerous public and private corporate boards, non-profit boards and advisory councils, and presently
serves on the board of trustees of the Pioneer Funds (NASDAQ:PIODX) and the board of directors of Equitable Holdings (NYSE:EQH). Mr. MacKay
earned both his Bachelor of Science degree in Economics and Master of Business Administration degree in Finance at the Wharton School
of the University of Pennsylvania. Mr. MacKay’s experience in capital markets and corporate finance provides Carver with exceptional
perspective on asset-liability management, interest rate risk management and opportunities in its market area.
Lewis P. Jones III
is Managing Principal and Co-Founder at 5 Stone Green Capital, an asset management firm that focuses on energy efficient and sustainably-designed
real estate developments, since 2010. Mr. Jones was an executive from 1988 to 2009 at JPMorgan Chase (and predecessor banks), including
serving as the Co-Portfolio Manager of the JPMorgan Urban Renaissance Property Fund and a senior member of the Acquisitions Team at JP
Morgan Asset Management. He also previously served as President of the Chase Community Development Corporation. Mr. Jones earned
his undergraduate degree from Harvard University and a law degree and MBA from Columbia University. Mr. Jones’s expertise
in community development and green real estate lending and investment offers Carver a unique perspective on burgeoning opportunities
in its market area. Mr. Jones is Chairman of the Boards of Directors of Carver and Carver Federal.
Colvin W. Grannum
is the principal of Flagstaff Clapham Advisors, a comprehensive community economic development consulting practice. In 2022, he retired
as President and Chief Executive Officer of Bedford Stuyvesant Restoration Corporation, the nation’s first community development
corporation, where he served in that capacity for more than two decades. Mr. Grannum previously served as a founder and the first
Chief Executive Officer at Bridge Street Development Corporation. City and State Magazine named him to the Brooklyn Power 100 and New
York Economic Development 75. He has authored articles and op-eds on issues related to African American wealth creation, including homeownership.
Local Initiatives Support Corporation and New York Housing Conference honored him with their respective Lifetime Achievement Awards.
Prior to his career in community development, he practiced law for more than 17 years in the private and public sectors. Mr. Grannum
earned an undergraduate degree from University of Pennsylvania and a law degree from Georgetown University Law Center. Mr. Grannum’s
legal background, expertise in economic development in New York City, and financial inclusion policy offers Carver a greater depth of
understanding on the Bank’s market area and the needs of the changing communities that it serves.
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.
Executive Officers
Donald Felix, 51,
is the Chief Executive Officer and President since November 2024. Prior to his employment with the Company and Bank, Mr. Felix
served as Executive Vice President of Citizens Financial Group, Head of National Banking & Expansion from 2021 to 2023. Before
that, he served as Managing Director of JPMorgan Chase, in the Consumer Bank as Head of Consumer Financial Health from 2019 to 2021.
At Chase, he was also the Chief of Staff in the Office of the CEO, for Chase Consumer Bank & Wealth Management, from 2016 to
2019, and before joining Chase held various senior positions domestically and abroad at Citi from 1996 to 2016.
Christina L. Maier,
70, is First Senior Vice President and Chief Financial Officer since March 2016. Prior to joining Carver, Ms. Maier served
as Executive Vice President and Chief Financial Officer of Patriot National Bancorp, Inc. from 2013 through March 2016. Prior
to her time with Patriot National Bancorp, Inc., Ms. Maier spent over a decade in leadership positions at other financial institutions,
including Brown Brothers Harriman, Provident New York Bancorp and Hudson United Bancorp. Ms. Maier earned an M.B.A. in Finance from
St. Thomas Aquinas College and a B.S. in Accounting from Fairleigh Dickinson University.
Marc
S. Winkler, 69, is Senior Vice President and Chief Administrative Officer since April 2023. Prior to his current position, Mr. Winkler
was Senior Vice President and Chief Strategy Officer beginning in January 2022. Prior to joining Carver, Mr. Winkler was an
Independent Consultant at Princeton Partners FSG from 2019 through January 2022, engaging in net worth restoration planning, strategic
planning and asset liability advisory. From 2015 until 2019, Mr. Winkler worked as a consultant for the P&G Group, which included
P&G Associates and GRC Risk Solutions. From 2018 until 2019, he was the Director of Strategic Advisory Consulting Services for GRC
Risk Solutions, which included managing the Sarbanes-Oxley compliance consulting practice. Mr. Winkler also served as an Interim
Chief Financial Officer of Severn Bancorp, Inc. in 2019 pursuant to Mr. Winkler’s consulting work with CFO Consulting
Partners, LLC. Mr. Winkler’s consulting work in the banking industry included strategic planning, risk assessments, Sarbanes-Oxley
compliance, internal audit function, due diligence, and merger project management. Mr. Winkler also has served in various management
positions in banks, including President and Chief Executive Officer of Woodlands Bank in Williamsport, Pennsylvania, Asian Bank in Philadelphia,
Pennsylvania and Twin Rivers Community Bank in Easton, Pennsylvania. Mr. Winkler earned an MBA in Finance from the Rutgers Graduate
School of Management, and a B.A. in Political Science from the University of Cincinnati.
Delinquent Section 16(a) Reports
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 Carver were complied with except as follows: a required Form 3 for Donald Felix and Marc
S. Winkler and a required Form 4 for Donald Felix were not filed on a timely basis.
Code of Ethics
Carver has adopted a Code
of Ethics, which applies to Carver’s directors and employees and sets forth important Company policies and procedures in conducting
Carver’s business in a legal, ethical, and responsible manner. The Code of Ethics, 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 Corporate Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027, or by telephoning
(718) 230-2900. Carver intends to post on its website any waiver under the codes granted to any of its directors or executive officers.
Clawback Policy
In accordance with the Nasdaq
and SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company has adopted the Carver Bancorp, Inc.
Clawback Policy (“Clawback Policy”). Under the Clawback Policy, if the Company is required to restate its financial results
due to material noncompliance with financial reporting requirements under the securities laws, the Company will recoup any erroneously
awarded incentive-based compensation received during the three completed fiscal years immediately preceding such restatement from the
Company’s current and former executive officers, provided that such individuals served as executive officers at any time during
the applicable performance period. A copy of our Clawback Policy was included by reference as Exhibit 97.1 to our Annual Report
on Form 10-K for the year ended March 31, 2025.
Insider Trading Arrangements and Policy
The Company maintains
an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and
employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the
Nasdaq exchange listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K
for the year ended March 31, 2025.
Finance and Audit Committee.
The Finance and Audit Committee
consists of Directors Colvin W. Grannum (Chairperson), Pazel G. Jackson, Jr., and Kenneth J. Knuckles. 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 and Carver’s Code of Ethics; 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 Finance and Audit Committee met eleven (11) times during fiscal year 2025,
including meetings to review Carver’s annual and quarterly financial results prior to their public issuance.
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 Amendment No. 1 to the Annual Report on Form 10-K 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 Pazel G. Jackson, Jr., Kenneth J. Knuckles, and Colvin W. Grannum each qualify as an “audit
committee financial expert.” The Finance and Audit Committee received the required written disclosures and letter from BDO USA,
LLP, Carver’s independent accountants for fiscal year ended March 31, 2025, required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit
Committee concerning the independent registered public accounting firm’s independence. The Finance and Audit Committee reviewed
and discussed with Carver’s management and BDO USA, LLP the audited financial statements of Carver contained in Carver’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The Finance and Audit Committee has also discussed with
BDO USA, LLP the matters required to be discussed pursuant to the Codified Statements on Auditing Standards No. 1301, as amended
or supplemented.
Throughout the year, the
Finance and Audit Committee had full access to management and the independent and internal auditors for Carver. The Finance and Audit
Committee acts only in an oversight capacity and necessarily relies on the assurances and work of Carver’s management and independent
auditors who expressed an opinion on Carver’s annual financial statements. Carver's management has the primary responsibility
for the financial statements and the reporting process, including the systems of internal control.
As part of its ongoing activities,
the Finance and Audit Committee has:
| · | reviewed and discussed with management,
and our independent registered public accounting firm, the audited consolidated financial
statements of Carver for the year ended March 31, 2025; |
| · | discussed with our independent registered
public accounting firm the matters required to be discussed by Auditing Standard No. 1301
Communications with Audit Committees, as amended, and as adopted by the Public Company
Accounting Oversight Board; and |
| · | received and reviewed the written
disclosures and the letter from our independent registered public accounting firm mandated
by applicable requirements of the Public Company Accounting Oversight Board regarding the
independent registered public accounting firm’s communications with the Finance and
Audit Committee concerning independence, and has discussed with our independent registered
public accounting firm its independence from Carver. |
Based on its review and discussions
described in the immediately preceding paragraphs, the Finance and Audit Committee recommended to the Board of Directors that the audited
financial statements included in Carver’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 be included
in that report.
Finance and Audit Committee of Carver
Colvin W. Grannum (Chairman)
Pazel G. Jackson, Jr.
Kenneth J. Knuckles
| ITEM 11. | EXECUTIVE COMPENSATION. |
Summary Compensation Table at March 31, 2025
The following table presents
compensation information regarding Carver’s Named Executive Officers at the fiscal year ended March 31, 2025.
Name
and Principal
Position | |
Year
Ended
3/31 | | |
Salary | | |
Bonus | | |
Stock
Awards | | |
Option
Awards | | |
Non-Equity
Incentive Plan
Compensation | | |
Change
in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings | | |
All
Other
Compensation(1) | | |
Total | |
| Craig C. MacKay, | |
2025 | | |
$ | 491,874 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 2,077 | | |
$ | 493,951 | |
| Former Interim President and Chief Executive Officer (2) | |
2024 | | |
$ | 205,961 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 5,538 | | |
$ | 211,499 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Donald Felix, President and Chief Executive Officer (3) | |
2025 | | |
$ | 355,769 | | |
| — | | |
$ | 99,999 | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 455,768 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Christina L. Maier, | |
2025 | | |
$ | 276,870 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 10,487 | | |
$ | 287,357 | |
| First Senior Vice President and Chief Financial Officer | |
2024 | | |
$ | 267,152 | | |
| — | | |
$ | 16,620 | | |
| — | | |
| — | | |
| — | | |
$ | 5,414 | | |
$ | 289,186 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Marc Winkler | |
2025 | | |
$ | 304,595 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 12,184 | | |
$ | 316,779 | |
| Senior Vice President and Chief
Administrative Officer (4) | |
2024 | | |
$ | 291,403 | | |
| — | | |
$ | 16,620 | | |
| — | | |
| — | | |
| — | | |
$ | 11,209 | | |
$ | 319,232 | |
(1) |
Except as noted, the amounts shown
in this column reflect matching contributions made to Carver’s 401(k) Plan. No Named Executive Officer receives
perquisites the aggregate value of which exceeds $10,000. |
| (2) |
Resigned as Interim President and Chief Executive Officer
as of October 31, 2024. |
| (3) |
Appointed President and Chief Executive Officer effective
as of November 1, 2024. |
| (4) |
Appointed Chief Administrative Officer on April 3,
2023. |
Outstanding Equity Awards at Fiscal Year End
The following table shows equity awards outstanding
for each of our named executive officers as of March 31, 2025.
| | |
Option Awards | | |
Stock Awards | |
| Name | |
Grant Date | | |
Number of Securities Underlying Unexercised Options Exercisable | | |
Number of Securities Underlying Unexercised Options Unexercisable | | |
Option Exercise Price ($) | | |
Option Expiration Date | | |
Grant 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) ($) | |
| Craig C. MacKay | |
12/14/2017 | | |
1,000 | | |
— | | |
3.48 | | |
12/14/2027 | | |
— | | |
— | | |
| — | |
| Donald Felix | |
— | | |
— | | |
— | | |
— | | |
— | | |
02/27/2025 | | |
58,139 | (2) | |
$ | 81,976 | |
| Christina L. Maier | |
— | | |
— | | |
— | | |
— | | |
— | | |
4/25/2022 | | |
1,000 | (3) | |
$ | 1,410 | |
| | |
— | | |
— | | |
— | | |
— | | |
— | | |
10/26/2023 | | |
4,000 | (4) | |
$ | 5,640 | |
| Marc Winkler | |
| | |
| | |
| | |
| | |
| | |
10/26/2023 | | |
4,000 | (4) | |
$ | 5,640 | |
| |
(1) |
Amounts shown
are based on the fair market value of Carver common stock on March 31, 2025 of $1.41. |
| |
(2) |
Vest on February 27,
2026. |
| |
(3) |
Vest over three years,
one third in each year commencing on April 25, 2023. |
| |
(4) |
Vest over three years,
one third in each year commencing on October 26, 2024. |
Benefit Plans
401(k) Savings Plan. Carver
maintains a 401(k) Savings Plan (“401(k) Plan”) with a profit-sharing feature for all eligible employees
of Carver. Carver matched 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. Carver suspended the matching contributions from November 2020 through December 2021.
In January 2021, Carver reinstated the matching contributions with an increase to the match contributions to 4%. All such matching
contributions are fully vested and non-forfeitable at all times regardless of the years of service with the Bank. Carver employees will
be eligible to participate upon their hire date. To be eligible to enroll, the employee must be 21 years of age. Under the profit-sharing
feature of the plan, if the Bank achieves a minimum of 70% of its fiscal year performance goal, the Compensation Committee may authorize
a non-elective contribution to the 401(k) Plan on behalf of each eligible employee of 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. Carver did not award a non-elective contribution for the 401(k) Plan year that ended December 31,
2022.
Employment Agreement
Felix Employment Agreement
In connection with Donald
Felix’s appointment as the President and Chief Executive Officer of the Company and Bank, the Bank entered into an employment agreement
(the “Felix Employment Agreement”) with him effective November 1, 2024 and the key terms of the Felix Employment Agreement
are as follows:
The term of the Felix
Employment Agreement is two years and the term may be extended by mutual consent. The Felix Employment Agreement provides that
Mr. Felix will receive an annual base salary of $700,000 and the base salary may be increased as the Board deems appropriate.
In addition to base salary, the Felix Employment Agreement provides for, among other things, a $100,000 signing bonus, two performance
equity grants, each with a fair market value of $100,000, with the first equity grant to be made as of the Start Date or as soon as administratively
practicable after the Start Date and the second equity grant will be made on November 1, 2025, a minimum annual performance-based
cash bonus opportunity of $500,000, temporary corporate housing in an amount up to $5,000 per month, and other benefit plans and arrangements
applicable to executive employees.
The Bank may terminate
Mr. Felix’s employment for “cause” (as defined in the Felix Employment Agreement) at any time, in which event
he would have no right to receive compensation or other benefits for any period after his termination of employment.
Certain events resulting
in Mr. Felix’s termination of employment entitle him to severance benefits. In the event of Mr. Felix’s involuntary
termination of employment without “cause” or in the event of a voluntary termination for “good reason” (as defined
in the Felix Employment Agreement), Mr. Felix would become entitled to a severance payment in the form of a cash lump sum equal
to: (x) fifty percent (50%) of Mr. Felix’s base salary; and (y) if such termination occurs after the one year anniversary
of the Start Date, a cash lump sum payment equal to one-hundred percent (100%) of Mr. Felix’s base salary, and the average
annual total incentive bonus earned by Mr. Felix for the three most recently completed calendar years; and, in each case, (z) the
value of one-year’s health care costs provided Mr. Felix elects continued insurance coverage under COBRA and full vesting
of equity awards.
In the event of Mr. Felix’s
involuntary termination of employment for a reason other than for cause or upon his voluntary termination for good reason within six
months prior to or within twenty-four months following a “change in control” (as defined in the Felix Employment Agreement),
Mr. Felix would become entitled to a severance payment in the form of a cash lump sum equal to three times the sum of: (a) Mr. Felix’s
base salary; and (b) the average annual total incentive bonus earned by Mr. Felix for three most recently completed calendar
years prior to the change in control, or if greater, the annual total incentive bonus that would have been earned in the year of the
change of control at target bonus opportunity and full vesting of equity awards. In addition, Mr. Felix would be entitled
to a cash lump sum payment equal to the value of health care costs for thirty-six months. In the event that payments to Mr. Felix
become subject to Sections 280G and 4999 of the Code, such payments would be reduced if such reduction would leave Mr. Felix officer
better off on an after-tax basis.
Upon termination of Mr. Felix’s
employment, he will be subject to certain restrictions on his ability to compete or to solicit business or employees of the Bank and
the Company for a period of one year following his termination of employment. The Felix Employment Agreement also includes provisions
protecting the Company’s and Bank’s confidential business information.
MacKay Employment Agreement
In connection with Craig
C. MacKay’s appointment as the Interim President and Chief Executive Officer of the Company and Bank, the Bank entered into an
employment agreement (the “MacKay Employment Agreement”) with him effective October 1, 2023 and the key terms of the
Employment Agreement are as follows:
Term. The
term of the MacKay Employment Agreement commenced on October 1, 2023 (the “Term”) and the Term will end upon the earlier
of: (i) the date the Board of Directors appoints a permanent President and Chief Executive Officer of the Company and Bank, (ii) Mr. MacKay
provides written notice to the Bank that the Term will expire at the end of the month in which the notice of expiration is delivered
to the Bank, or (iii) April 1, 2024 provided that the Bank delivers a notice of expiration to Mr. MacKay no later than
March 1, 2024. On October 31, 2024, Mr. MacKay resigned as Interim President and Chief Executive Officer of the
Company and the Bank.
Cash Compensation.
Mr. MacKay’s annual base salary was $450,000, and Mr. MacKay may receive a bonus at the discretion of the Board of Directors
or the Compensation Committee.
Equity Grant.
No later than five days after the last day of the Term (the “Grant Date”), Mr. MacKay will receive a grant of Company
stock equal to the product of (i) 42,553 and (ii) a fraction, the numerator of which is the total number of months (including
partial months) in the Term and the denominator of which is 12. The award will be one-hundred percent (100%) vested as of the Grant
Date.
Benefits. Mr. MacKay
will be entitled to participate in all employee benefit plans, arrangements and perquisites offered to senior management of the Bank,
on terms and conditions no less favorable than the plans, arrangements and perquisites available to other members of senior management
of the Bank.
Termination without
Cause or for Good Reason following a Change in Control. In the event of a change in control of the Bank or the Company, followed
by Mr. MacKay’s termination of employment without “cause” or with “good reason,” Mr. MacKay
would be entitled to a severance payment in the form of a cash lump sum equal to three times the sum of: (i) Mr. MacKay’s
base salary at the date of termination (or Mr. MacKay’s base salary in effect during any of the prior three years, if
higher); and (ii) the average annual total incentive bonus earned by Mr. MacKay for three most recently completed calendar
years prior to the change control, or if greater, the annual total incentive bonus that would have been earned in the year of the change
of control at target bonus opportunity. In addition, Mr. MacKay would be entitled to a cash lump sum payment equal to the
value of health care costs for thirty-six months. The definitions of “cause” and “good reason”
are set forth in the Employment Agreement. In the event that payments to Mr. MacKay become subject to Sections 280G and
4999 of the Code, such payments would be reduced if such reduction would leave him better off on an after-tax basis.
Restrictive Covenants.
The MacKay Employment Agreement also provides non-competition and non-solicitation restrictions during the term of employment and for
generally one year thereafter, and confidentiality during the term of employment and surviving the end of the term of employment.
Director Compensation
Carver’s directors are paid an annual cash
retainer of $20,000 to serve as a Director of both Carver and Carver Federal and receive a meeting fee of $1,000 for Board Meetings attended.
The chairs of the Asset Liability and Interest Rate Risk and Finance and Audit committees receive an annual retainer of $8,000 and a
meeting fee of $800. The chairs of the remaining committees receive an annual retainer of $4,000. The committee members of the
Compensation, Institutional Strategy and Nominating and Corporate Governance, including the chairs thereof receive $600 per committee
meeting attended. The Non-Executive Chairperson is paid a quarterly cash retainer of $17,500 ($70,000 per year) to serve as Chairperson
of both Carver and Carver Federal and does not receive a meeting fee for Board Meetings attended. As chair of the Compliance Committee,
he also receives an annual retainer of $8,000. Upon shareholder approval of new directors, the Compensation Committee may approve a grant
of 1,000 shares of restricted stock and 1,000 stock options, which vest pursuant to Carver’s incentive plan in effect at the time
of the grant.
The following table sets
forth information regarding compensation earned by the non-employee directors of Carver during the fiscal year ended March 31, 2025.
Director Compensation at March 31, 2025
| | |
| | |
| | |
| | |
| | |
Change in | | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
pension | | |
| | |
| |
| | |
Fees | | |
| | |
| | |
| | |
value and | | |
| | |
| |
| | |
earned | | |
| | |
| | |
Non-equity | | |
nonqualified | | |
| | |
| |
| | |
or paid | | |
Stock | | |
Option | | |
incentive plan | | |
deferred | | |
All other | | |
| |
| | |
in cash | | |
awards | | |
awards | | |
compensation | | |
compensation | | |
compensation | | |
Total | |
| Name | |
($) | | |
($) | | |
(S) | | |
($) | | |
earnings | | |
($) | | |
($) | |
| (a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | |
| Pazel G. Jackson, Jr. | |
$ | 64,900 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 64,900 | |
| Robin L. Nunn | |
$ | 41,900 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 41,900 | |
| Lewis P. Jones III | |
$ | 78,000 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 78,000 | |
| Colvin W. Grannum | |
$ | 64,000 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 64,000 | |
| Kenneth J. Knuckles | |
$ | 51,200 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 51,200 | |
| Craig C. MacKay (1) | |
$ | 10,400 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 10,400 | |
| Jillian E. Joseph | |
$ | 40,400 | | |
— | | |
— | | |
— | | |
— | | |
— | | |
$ | 40,400 | |
| (1) | Mr. MacKay was a non-employee director until his appointment as
Interim President and Chief Executive Officer on October 1, 2023. Following his appointment
as Interim President and Chief Executive Officer, Mr. MacKay did not receive any additional
compensation for service on our Board or Carver Federal’s Board. Mr. MacKay resigned
as Interim President and Chief Executive Officer on October 31, 2024. |
Securities Authorized for Issuance Under Equity Compensation Plans
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, 2025.
| 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 (1) | |
| 6,267 | | |
$ | 5.27 | | |
| 291,861 | |
| Equity compensation plans not approved by security holders | |
| — | | |
| — | | |
| — | |
| Total | |
| 6,267 | | |
$ | 5.27 | | |
| 291,861 | |
(1) Note:
Shares have been adjusted to reflect Carver’s 1-for-15 reverse stock split, effective October 27, 2011.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Security ownership of certain beneficial
owners.
The following table sets
forth, as of July 23, 2025, 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 23, 2025. 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. 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 and none of the shares are pledged as security. Percentages
with respect to each person or group of persons have been calculated on the basis of 5,283,564 shares of Common Stock outstanding as
of July 23, 2025, plus the number of shares of common stock which such person or group has the right to acquire within 60 days
after July 23, 2025 by the exercise of stock options.
Stock Ownership of Certain Beneficial Owners
| Name and Address of Beneficial Owners | |
Amount of Shares
Owned and Nature of
Beneficial Ownership (1) | |
Percent of Shares
of Common
Stock Outstanding | |
| 5% Beneficial Stockholders | |
| |
|
| | |
Dream Chasers Capital Group LLC
26 Broadway, 8th Floor
New York, New York 10004 | |
| 409,774 |
(1) |
| 7.76 | % |
| | |
| |
|
| | |
National Community Investment Fund
135 South LaSalle Street, Suite 3025
Chicago, IL 60603 | |
| 399,821 |
(2) |
| 7.57 | % |
| (1) | Based on a Schedule 13D filed on December 12,
2024. |
| (2) | Based on a Schedule 13G filed on July 21,
2023. |
Stock Ownership of Management
| Name | |
Title | |
Amount and Nature of Beneficial Ownership of Common Stock (1) | | |
Percent of Common Stock Outstanding | |
| Lewis P. Jones III | |
Chairperson of the Board | |
| 1,500 | | |
| * | |
| Pazel G. Jackson, Jr. | |
Director | |
| 15,308 | | |
| * | |
| Colvin W. Grannum | |
Director | |
| 14,716 | | |
| * | |
| Kenneth J. Knuckles | |
Director | |
| 10,982 | | |
| * | |
| Craig C. MacKay | |
Director | |
| 65,880 | | |
| 1.25 | % |
| Jillian E. Joseph | |
Director | |
| 2,000 | | |
| * | |
| Robin L. Nunn | |
Director | |
| 1,000 | | |
| * | |
| Christina L. Maier | |
First Senior Vice President and Chief Financial Officer | |
| 13,000 | | |
| * | |
| Marc S. Winkler | |
Senior Vice President and Chief Administrative Officer | |
| 6,000 | | |
| * | |
| Donald Felix | |
President and Chief Financial Officer | |
| 85,085 | | |
| 1.61 | % |
| All directors and other executive officers as a group (10
persons) | |
| |
| 215,471 | | |
| 4.09 | % |
| * | Less than 1% of outstanding Common Stock. |
| (1) | Amounts of equity securities shown include
shares of common stock subject to options exercisable within 60 days as follows: Mr. Jones
– 1,000; Mr. Grannum – 1,000; Mr. Knuckles – 1,000; Mr. McKay
– 1,000; Ms. Joseph – 1,000; all officers and directors as a group –
4,667. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. |
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 collectability 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 majority
of the disinterested members of Carver Federal’s Board of Directors. As of the date of this document, neither Carver nor Carver
Federal had any outstanding loans or extensions of credit to any of its executive officers or directors.
Director Independence
The Board of Directors has determined that each
of 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 Robin L. Nunn, Lewis
P. Jones III, Colvin W. Grannum, Kenneth J. Knuckles, Pazel G. Jackson, Jr. and Jillian E. Joseph. Mr. MacKay will not be considered
an independent director during his tenure as Interim President and Chief Executive Officer.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
General
Carver’s independent registered public accounting
firm for the year ended March 31, 2025 was BDO USA, LLP, New York, New York, PCAOB ID: 243.
Audit Fees
BDO USA, LLP’s billed audit fees for the
fiscal years ended March 31, 2025 and March 31, 2024 were $398,000 and $372,000, respectively.
Audit-Related Fees
Carver’s audit-related fees during the fiscal
years ended March 31, 2025 and March 31, 2024 were $92,580 and $88,140, respectively.
Tax Fees
Carver’s incurred tax fees during the fiscal
years ended March 31, 2025 and March 31, 2024 were $38,850 and $35,665, respectively.
All Other Fees
Carver did not engage its current principal accountant
to render services during the last two fiscal years, other than as reported above.
Pre-Approval Policy for Services by Independent
Auditors
During fiscal year 2025,
the Finance and Audit Committee of Carver’s Board of Directors pre-approved the engagement of BDO USA, LLP to provide non-audit
services and considered whether, and determined that, the provision of such other services by BDO USA, LLP is compatible with maintaining
BDO USA, LLP’s independence.
The Finance and Audit Committee
has a policy to pre-approve all audit and permissible non-audit services provided by the Company’s independent auditor 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 Finance and Audit 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.
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
(a)(iii) Exhibits.
See below. Each management contract or compensatory plan or arrangement required to be filed has been identified.
| 31.1 |
|
Certification of Principal
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
| 31.2 |
|
Certification of Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
| ITEM 16. | FORM 10-K SUMMARY. |
None.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
|
CARVER
BANCORP, INC. |
| |
|
|
| July 29,
2025 |
By |
/s/
Donald Felix |
| |
|
Donald
Felix |
| |
|
President
and Chief Executive Officer |
