SCHEDULE 14A INFORMATION
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Carver
Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
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Dear shareholders,
We are pleased to share with you that Institutional
Shareholder Services (ISS), a leading independent proxy advisory service, recently announced its support for our two highly
qualified director nominees, Jillian E. Joseph and Kenneth J. Knuckles, at the upcoming Annual Meeting of Stockholders scheduled
for Thursday, December 12, 2024. The ISS recommendation was made several days after our presentation to the proxy advisory firm
and included several key points for your consideration:
| ü | "The recent appointment
of [Donald] Felix as CEO appears to be a step in the right direction. He appears to have relevant experience and an understanding of the
issues facing the bank, and despite his short tenure, he has developed what appears to be a logical go-forward plan. Moreover, Felix has
seemingly been endorsed by the dissident." |
| ü | "Moreover, the dissident
is advocating for a dramatically different (and seemingly riskier) strategy than that now in progress under Felix. The addition of nominees
associated with this perspective could introduce disruption that CARV cannot afford at this stage (there are also credible reputational
concerns)." |
| ü | "Ultimately, the company's
go-forward plan is appropriately focused on restoring profitability to the core banking franchise, whereas the dissident has called for
a radically different and inherently riskier plan." |
ISS Endorsement: Attached is a copy
of our presentation to ISS dated November 21, 2024. We encourage you to review the presentation before the upcoming meeting of shareholders
to make a fully informed decision with your vote that will help shape the future direction of Carver — a community bank dedicated
to building wealth in New York's neighborhoods block-by-block since 1948. ISS was clear in its recognition of our plans to restore long-term
profitability and in its acknowledgment that Dream Chasers did not present a compelling alternative to move Carver forward.
Improving Profitability: Our presentation
highlights the strategic initiatives and operational goals in place to improve top-line performance and reduce risks and expenses at Carver,
including (1) our commitment to growing the business; (2) our dedication to building capacity and increasing performance; (3) our focus
on investing in tested technologies to make the bank more efficient, enhance customer service, and reduce risk; and (4) our emphasis on
investing in the future to attract and retain top talent at the executive, branch, and staff levels.
American Banker Article: The American
Banker published a profile of Carver on December 5, 2024, that includes additional information on our new CEO, Don Felix, and his plans
for Carver. A copy of that story may be found by clicking on the link: www.americanbanker.com/news/new-ceo-of-carver-in-new-york-working-on-a-fix-amid-proxy-clash.
We believe ISS' support for our director nominees
is a testament to our ongoing efforts to achieve sustainable growth and operational resilience. Please don't hesitate to contact us with
any questions before the shareholder meeting on December 12, 2024.
Very truly yours,
Lewis P. Jones, Chairman of the Board / Donald Felix, President and
CEO
| Our commitment to Investors – Institutional Shareholder Services
November 21, 2024
NASDAQ: CARV
CELEBRATING
75 YEARS OF SERVICE
TO THE COMMUNITY
1
NASDAQ: CARV
Executing on our Turnaround:
Building Forward for Value Creation |
| What is this Proxy Contest About?
• At this year’s Annual Shareholders Meeting, you will make a significant decision
regarding the future strategy and direction of Carver Bancorp that either propels us
further forward for the turnaround underway or sets us back by adding two
unqualified directors, whose affiliation with Dream Chasers is not aligned with
Carver’s mission, or the best interests of its shareholders or community stakeholders
• This proxy contest is about whether the Dream Chasers Capital Group LLC (“DC”), led
by Mr. Greg A. Lewis – who earlier this year were rejected by the Carver Board of
Directors for posing disqualifying reputational risk and lacking demonstrated banking
experience and leadership and a credible plan – will be allowed to place two Board
members as part of a longer-term campaign to take ill-conceived control of Carver:
o As a federally chartered institution with access to the Federal Reserve window,
DC’s motivation is to “farm” the Bank’s ~25K customers as prospective/captive
brokerage customers
2 |
| Table of Contents
3
I Executive Summary 5
II Carver Overview and Turnaround Underway 7
III Carver’s Strategy and Roadmap for Value and Impact Creation 10
IV Our Dedicated Board and Governance is Driving Change 13
V Dream Chasers Poses Unacceptable Risk and No Viable Plan 16
VI Conclusion 19 |
| Section I
Executive Summary
4 |
| Change was needed and is accelerating
5
Executive Summary
Turnaround and
transformation are in progress
Carver is successfully
overcoming past challenges
Carver’s Strategy and
Roadmap Lead to Impact
and Value Creation
The Board has overseen
decisive strategic
repositioning & early success
Our Dedicated Board and
Governance Culture is Driving
Change
Our Board is best positioned
to continue delivering on our
strategy
Dream Chasers (“DC”) Poses
Unacceptable Risks and No
Viable Plan
No experience & knowledge
of community banking, and
noncredible candidates
• As regulators noted, due to
the ongoing efforts and
progress of the Board and
respective Management,
Carver successfully exited a
Formal Agreement (“FA”)
with the Office of the
Comptroller of the Currency
(“OCC”) in 2023
• Our Board and
Management had to
undertake a significant
transformation in the last 8
years – over 75% of
Management and over 40%
of the Board turned over
since the FA in 2016
• New oversight and
reinvestment was
responsible for the 1)
recovery, 2) stabilization,
and 3) growth & transition
• We are deliberately
continuing to build on
strengths for proof points
towards long-term
sustainability based on
portfolio diversification and
capital adequacy
• Carver’s evolving business
model is strengthened by a
platform infrastructure
accommodating greater
scale supported by
enhanced risk
management
• Carver continues to multiply
impact & value to the
communities it serves by
advancing relationships
with a broad set of mission-aligned partners
• Carver’s experienced,
independent Board has
demonstrated strong
governance and been
effective, steady, and duly
committed team of
engaged stewards through
industry challenges
• The complement of our
Board has extensive
credibility given their senior
operating and corporate
experience, tenure as
public company directors,
relevant industry expertise,
and deep community
connections
• Our Board has provided
rigorous oversight and
leadership continuity
• DC, collectively and
individually, critically lack
the requisite leadership,
skills, and a feasible plan
with structural details, and
will derail active progress
• Not a match to the Board’s
established caliber or ability
to deliver, DC’s noncredible
candidates will subvert the
Board, governance, and
the organization
• The adverse publicly
disclosed regulatory history
of DC’s leadership, and by
extension it’s nominees,
poses unacceptable
reputational risks to Carver’s
standing and mission
credibility |
| Section II
Carver Overview and Turnaround
Underway
6 |
| Stabile foundation for forward progress
7
Carver Overview and Turnaround
Overview:
Carver Bancorp, Inc. (NASDAQ: CARV)
Headquarters: Harlem, NYC
Employees: ~105
Founded: 1948
History: Founded with a mission of “providing
local residents with a place to save, grow
businesses and build wealth, block by block,
and generation to generation”
Community Focused: One of 22 Black-Owned/Operated banks, Carver is one of
the nation’s largest and few remaining
publicly-traded Minority Depository
Institutions (“MDI”) and certified Community
Development Financial Institutions (“CDFI”)
Total Assets: $749MM
Net Loans: $613MM
Deposits: $651MM
Branches: 7 - Manhattan, Brooklyn, Queens
*Figures as of 9/30/24
• Placed under Formal Agreement (“FA”) by the OCC in 2016
• Carver has been executing a deliberate transformation
process to reshape its Board, Management, and execution
• Repositioned, after 7 years of diligence and focus, the Bank
successfully emerged from the FA in early 2023
• In response to federal regulation at the time, over 30% of CRE
earning assets needed to be reduced, decreasing profitability
From Challenge…
…To Resiliency
Recovery
Stabilization
Growth and
Transition
• Gain on sale from our HQ building funded
critical investments in technology and
talent, and increased the capital base
• Made targeted hires in key areas, e.g.,
BSA, Operations, Fraud, Risk Management
• Rationalized the branch network and
strategically invested in tech/delivery
platforms and capabilities
• Modernizing our infrastructure allowed us
to 1) enhance delivery channels and
customer experience, 2) broaden
partnership opportunities, 3) diversify
product offerings for increased scale |
| Industry expertise enhances execution
8
Carver Overview and Turnaround
Today, Carver is conducting business, responding to competition, capitalizing on opportunities, and growing (gathering deposits
and making loans) in a manner that was simply not previously possible. Achievements in the past 18 months include:
Carver Today
Grow the business Build capacity &
Increase performance
Disciplined consistency,
Expand capabilities Evolve & Transform
Core Franchise Capital & Earnings Operating Model Leadership
For the 18 months from Mar-23
to Sep-24 (since exiting the
FA):
Loans: Portfolio increased
by $21.3MM or 3.6%, and
diversified earning assets
into consumer loans,
commercial loan
participations with
institutional partners,
bespoke commercial
lending to professional
niches, and committed
auto loan exposure
Deposits: Raised over
$50.4MM or 8.4% of new
retail & institutional deposits
Capital: Notwithstanding
operating losses, the Bank
remains well capitalized
and in compliance with
regulatory and self-imposed
thresholds. The Bank’s
strategic plan, submitted to
regulators in early 2024,
includes a commitment to
raise additional capital as
needed to support Carver’s
growth ambitions and to
maintain its safety and
soundness as a well-capitalized institution
Technology: We have
made advances to make
the Bank more efficient,
enhance customer service,
and mitigate risk, including
but not limited to:
o LoanVantage
(automated loan
platform),
o MANTL (online banking
account opening
process),
o RAROE (Risk Adjusted
Return on Equity loan
pricing model
platform) and
o ACH origination
(enhanced cash
management services)
Talent: the Bank has made
the strategic decision to
invest in the future by
onboarding new and
experienced leadership:
New permanent CEO
with significant
expansive and deep
senior executive
financial services
experience
Retail Branch
Management,
Institutional and Private
Banking,
Fraud Risk
Management
New staff hires have made
tangible improvement in
funding, client acquisition &
operating loss mitigation |
| Section III
Carver Strategy and Roadmap for
Value and Impact Creation
9 |
| Forward planning for profitability
10
Carver Strategy and Roadmap
Loans: Disciplined lending
growth, e.g., syndicated loan
purchases, targeted
consumer loan conduit, for
greater yield & diversification
Deposits: Increasingly secure
low-cost core deposits and
diversify mix and stable
balances
NIM: Continue on strong
positive trend
Non-interest income: Seek
and increase recurring non-interest income from various
sources, e.g., JPMC Empower
Efficiency Ratio: Reduce
operating expenses (forensic
exercise underway)
Customer Acquisition: Drive
new low cost-to-acquire
customers, drive primacy
Capital: Resume capital-raising initiatives impeded
by lack of a permanent
CEO
Interest Rate Risk
Management: In partnership
with capital market
consultants, employ
volatility mitigation
strategies to better protect
asset value and quality of
earnings
Portfolio Diversification:
Accelerate diversification of
lending strategies to
increase high-quality, low
risk earning assets
Credit Quality: Continue to
invest in our risk
management to maintain
minimal charge-offs/losses
Technology: Continue to
reengineer processes and
accelerate the scalability
and modernization of our
infrastructure across the
Bank with a relentless
emphasis on rationalizing
cost vs. return (efficiency,
productivity, and forecast
achievement)
Fraud/Risk: Continue to
enhance from a strong base
Customer Experience: Focus
on delivery of a
differentiated, high NPS CX
that responds to our
communities’ specific needs
Strategic Partnerships: Forge
new partnerships, e.g., to
expand deposit base and
community impact
Culture: Continue to curate
a winning culture and
motivated workforce
through recognition and
career development that
retains (and attracts) top
talent
Talent: Bolster our efforts to
attract top talent through
greater outreach,
increasing our profile, and
driving on performance that
can deliver immediate
results
Governance: Continue to
complement Board and
Management with high-caliber, senior, experienced
and notable industry
executives with specific and
relevant expertise
At an inflection point with a newly installed permanent CEO, our Board, Management, and Staff, in unison, are singularly focused
on increasing our margin to further our mission, generating sustainable profitability, and returning value for shareholders
Grow the business Build capacity &
Increase performance
Disciplined consistency,
Expand capabilities Evolve & transform
Carver Tomorrow
Core Franchise Capital & Earnings Operating Model Leadership
Note: Items above are select representations from our internal prioritized focused list |
| Delivering impact and value
11
Carver Strategy and Roadmap
• PPP: Carver was a financial first responder to small
businesses that were impacted by the Covid-19 Pandemic
o The Bank created a team to support small businesses
with the Paycheck Protection Program, providing $50
million in loans to more than 400 businesses and
supporting the preservation of more than 5,000 jobs
o Additionally, we partnered with fintech companies
and the Federal Reserve Bank to provide Paycheck
Protection Program Liquidity Funding that supported
more than 16,000 small businesses nationally
• Reinvestment: Carver reinvests over 80 cents of every
deposit dollar back into the communities that we serve
• Microloans: Leading Microloan program, providing loans
up to $50,000 to growing local businesses
• MWBEs: Carver has maintained its mission of providing
access to capital and banking solutions to MWBEs and
consumers across the Greater New York City region
o Sponsorship of the Minority Women Business Pitch
Competition in partnership with The Greater Harlem
Chamber of Commerce to support energy efficiency
and address the negative impact of climate change
offering $50K total in grant giveaways
Customers Communities
• CRA: Awarded “Outstanding” CRA ratings for 20
consecutive years
• Financial Education: Developer and host of financial
education / literacy, wealth-building skills and small business
empowerment programming
• Non-Profits: Supporter of local non-profit organizations,
workforce development and home ownership programs
• HBCUs: Major supporter of Historically Black Colleges and
Universities
• Wellness: Food distribution and wellness events in low-to
moderate income communities
• Always on programming, including:
o Branch Customer appreciation days
o Participated and provided back packs in the NYC
Parks Brooklyn recreation summer camp
o Held Financial Workshop for Moms
In leading a community bank with our history and mission, how we show up, where we show up, and how often matters. Our
consistency & the integrity of our Bank are material to our standing and credibility with partners, stakeholders, and communities
Carver in the Community |
| Section IV
Our Dedicated Board and
Governance Driving Change
12 |
| Right plan needs key expertise, purpose-driven leaders
Dedicated Board Driving Change
Audit / Compliance (2 separate cttees)
Banking / Financial Services
Comms / Branding / Marketing
Community Development
Compensation / HR
Economic Development
Finance / Investing / Asset & Liability
Government, Public Policy, Regulatory
Legal / Contract Negotiations
Nominating / Governance
Real Estate
Risk Management
Strategic Planning / M&A
Technology, Cyber & Info Security
Committees (CH = Chair, * = Exec Ctte) 2*(1 CH) 6* (1 CH) 7* (1 CH) 4 5* (2 CH) 3* (1 CH) 3 N/A
Financial Services / Community Dev:
Skills & Experience Lewis Jones,
Chair,
2013
Colvin
Grannum,
2013
Pazel
Jackson(1),
1997
Jillian
Joseph,
2019
Kenneth
Knuckles,
Vice Chair, 2013
Craig
MacKay(2),
2017
Robin
Nunn,
2022
Donald
Felix(3), CEO
2024
Board Characteristics: 100% NY rep
Avg. 66 y.o.
Avg. tenure: 11 yrs 29% gender diverse
100% diverse
100% Independent
Avg. 4 Committees 3 QFEs
(1) Dr. Jackson was interim CEO from 4/99 to 9/99
(2) Mr. MacKay was Interim CEO from 9/23 to 10/24 and is heading transitioning for CEO leadership continuity
(3) Mr. Felix is the new CEO as of 11/24 and brings substantial financial services / operational acumen
(4) Board and Management capital raise underway for >$200K
Rigorous oversight
Increasing investment(4)
= Committee Assignments
13 |
| Based in NYC, Ms. Joseph is an accomplished
transactional attorney with over 20 years in the complex
real estate, finance, and asset management industry
Ms. Joseph’s professional work is directly correlated to the
work of Carver
• Supports Nuveen Real Estate Debt with approximately
$10 Billion of loan originations each year in mortgage
financing, mezzanine lending, and structured debt
offering
• Ms. Joseph is also a market leader in managing debt
portfolios through financial crises including extensive
work on restructures, modifications, workouts, and
foreclosures
Ms. Joseph is a long-standing pillar in the community
sitting on boards supporting urban innovation and
affordable housing development
Committed in service to Carver since 2019 and serves on
the Asset Liability and Interest Rate Risk, the Institutional
Strategy, and the Compliance Committees
Our Nominees are aligned to Stakeholders
Dedicated Board Driving Change
Jillian E. Joseph
Managing Director and
Associate General Counsel,
Nuveen (a TIAA company)
Based in NYC, Mr. Knuckles has more than 40 years of
experience in economic development and urban
planning. Most recently, Mr. Knuckles was the President
and CEO of the Upper Manhattan Empowerment Zone
Development Corporation
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’ deep ties to the community and experience
in NYC community development and land use issues
significantly contributes to and advances Carver’s
fulfillment of its mission
Dedicated in service to Carver since 2013 and serves as
the Vice Chair of the Carver Board of Directors and Chair
of the Carver Compensation and Human Resources
Committee
Kenneth J. Knuckles
Prominent Community Leader
(member NYC Planning
Commission); former President
and CEO
Key Board Expertise: Economic
Development and Commercial
Lending
Key Board Expertise: Community
Development and Economic
Empowerment
14 |
| Section V
Dream Chasers Poses Unacceptable
Risk and No Viable Plan
15 |
| DC points are misguided & misleading
Dream Chasers is NOT the answer
`
DC Points Raised Facts
• Carver Financial
Health and
Share Price over
the last 10 Years
• Context matters when evaluating historical information and forming definitive conclusions
• DC applies a 10-year evaluation timeframe to the evaluation of Carver’s leadership team, 100% of whom, and
over 40% of the Board, were not leading the Bank 10-years ago
• In fact, the overwhelming majority of the current executive team (over 75%) joined the Bank after it was placed
under the OCC formal agreement, with the expressed intention to improve the Bank and successfully exit the FA
• In early 2023 they did just that, and if not for the leadership of Carver’s Management team and Board oversight,
the Bank would not have successfully exited the OCC formal agreement
• DC’s Plan for
Growth
• DC’s plan for growth is:
o “simple: adopt a strategy similar to … JPMorgan” and
o “take Carver’s existing consumer banking services and establish a broker dealer”
• Given the lack of specificity and naïve simplicity of DC’s plan, it demonstrates a clear lack of sophistication,
expertise, and necessary preparation and experience for managing and operating a highly regulated financial
services institution
• Notwithstanding their ambitions or seemingly good intentions, the DC team has not demonstrated any of the
attributes or characteristics or knowledge of the research, the investment, the skill, and the timing that it takes to be
“JPMorgan”, nor are they demonstrating an understanding of the difference in managing a large money center
vs. a community bank
• This simplistic approach without critical diligence and relevant experience is what could set Carver back from the
progress it is currently making
• DC’s plan is also predicated on what they gain and how they benefit vs. leading with what’s in the long-term
interest of shareholders, and the customers and communities Carver serves
• CEO KPIs • DC stated the compensation for the new CEO is not tied to shareholder value or performance measures and is only
tied to qualitative factors. That is in fact, categorically false, disingenuous to investors. and in conflict with the
public record. Carver’s filed 8-K includes both qualitative and quantitative measures.
• Mr. Felix’s contract in the 8-K specifies the incentive compensation is not guaranteed and that the amount of
incentive compensation shall be determined in the Compensation Committee’s sole discretion: both qualitative
and quantitative KPIs are intended to complement each other. Qualitative KPIs measure progress against critical
foundation-building business, financial and compliance objectives, e.g., business development, regulatory
compliance, improvement in peer rankings, etc. Quantitative KPIs validate operating and financial progress, e.g.,
capital raising, NIM, profitability/MRA satisfaction, etc.
• As a newly installed CEO, as of Nov. 1, Mr. Felix will be completing an assessment to create a strategic plan. The
KPIs will be published upon completing the strategic plan which Mr. Felix and Management will have prepared for
Board review by 3/31/25 16 |
| CEO of a small investment management
fund who has a history of being fined
and suspended by FINRA for making
false statements to investors (CRD
#2793976):
• FINRA sanctions against Mr. Lewis and
broker-dealer StockKings Capital LLC:
$85K fine and 7-month suspension
• FINRA asserted Mr. Lewis made
unwarranted and unsupported claims
about his fintech platform valuation
and on the potential revenue it could
generate
• Mr. Lewis was also cited for
misclassifying ~$40K of personal
expenses as business expenses
Mr. Lewis’ baseless plan highlights his
stark lack of experience for operating
and growing a community bank; DC’s
plan for growth?: “Adopt a strategy
similar to JPMorgan”
DC and their Nominees will not add value(1)
Dream Chasers is NOT the answer
Greg A. Lewis
CEO, Dream
Chaser’s
Capital Group,
LLC
Based in CA, not NY, CEO of privately
held specialized metal parts
manufacturing company
Mr. Bailey is not remotely qualified for
public company Board level
experience for a regulated financial
services institution
Mr. Bailey has no ties to the local
communities Carver serves, shocking
lack of expertise in banking, no industry
stature or profile, and would be joining
an oversight body, tasked with
fiduciary responsibility, with less
relevant experience than most entry-level bank employees
Mr. Bailey has been recruited by DC
under the false premise that success in
any line of business is transferable to
the highly regulated, highly specialized
mission-driven community banking
industry
Jeffrey J. Bailey(1)
CEO, Dunham Metal
Processing
While Mr. Anderson retired after a
career in banking, his experience is not
fungible and does not translate to a
public company Board level, and is not
additive at the senior level that is
required
Mr. Anderson has never served in the
senior-most executive role of Managing
Director in any of his positions, was not
the strategic decision maker, and his
experience is limited to the G-SIB banks
vs. at least some regional or community
banking
Mr. Anderson has been unfortunately
recruited by DC and is now party to
fulfill on Mr. Lewis’ 1) ill-conceived lack
of an executable strategy and 2) his
progress derailing plans that will
negatively impact Carver and the
communities it serves
Jeffrey W. Anderson(1)
Retired, Executive
Director
(1) A vote for Mr. Bailey &/or Mr. Anderson is effectively a vote for Mr. Lewis
17 |
| Section VI
Conclusion
18 |
| Support Carver’s Nominees & Turnaround
19
Conclusion
Protect Your Investment and Carver’s Future :
Vote on the WHITE proxy card FOR Carver’s slate of directors
Jillian Joseph Kenneth Knuckles
Recognizing that Carver was not in a position to succeed, our Board has proactively and effectively
taken decisive actions to protect the safety & soundness of the Bank through periods of challenge
Dutifully protecting the Bank and all of its stakeholders
Our experienced, engaged, and highly qualified Board, and new CEO leadership, are well-suited to
continue overseeing and leading the deliberate execution of our strategy to drive value creation
Accountability for the future
Carver continues to evolve and deliver on its operating plan on a steady path to profitability, long-term sustainability, and consistent community impact
Maintaining our forward progress
DC would set us back: DC lacks the experience and qualifications for a publicly-traded, highly
regulated community financial services institution; they have no credible and achievable plan or
direct senior / public board experience; the reputational risk challenges are outright disqualifiers
Dream Chasers is NOT the answer and would reverse hard-earned progress & planning |
| THANK YOU
Accelerating Our Progress
20 |
| Forward Looking Statements & Additional Information
Forward-Looking Statements
Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding Carver Bancorp, Inc.’s (the “Company”) expectations; beliefs; plans; strategies; business or financial prospects or outlook; future shareholder value; expected growth and value
creation; profitability; investments; capital allocation; earnings expectations; expected drivers and guidance; expected benefits of new initiatives; cost reductions and efficiencies; priorities
or performance; and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and
business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws
or regulations, and you should not place undue reliance on forward-looking statements.
Various factors could cause actual results to differ materially from those expressed or implied. These factors include but are not limited to the following: changes in interest rates, which may
reduce net interest margin and net interest income; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal
Reserve System; the ability of the Company to obtain approval from the Federal Reserve Bank of Philadelphia (the "Federal Reserve Bank") to distribute interest payments owed to the
holders of the Company's subordinated debt securities; the limitations imposed on the Company which require, among other things, written approval of the Federal Reserve Bank prior to
the declaration or payment of dividends, any increase in debt by the Company, or the redemption of Company common stock, and the effect on operations resulting from such limitations;
the impact of bank closings and the risks related to disruption in the banking industry and financial markets; the market price and trading volume of our shares of common stock has been
and may continue to be volatile, and purchasers of our securities could incur substantial losses; changes in the level of trends of delinquencies and write-offs and in our allowance and
provision for credit losses; the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for credit losses,
write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits; national and/or local changes in economic conditions, which
could occur from numerous causes, including political changes, domestic and international policy changes, unrest, war and weather, inflation or deflation conditions in the real estate,
securities markets or the banking industry, which could affect liquidity in the capital markets, the volume of loan originations, deposit flows, real estate values, the levels of non-interest
income and the amount of credit losses; adverse changes in the financial industry and the securities, credit, national and local real estate markets (including real estate values); changes in
our existing loan portfolio composition (including reduction in commercial real estate loan concentration) and credit quality or changes in credit loss requirements; legislative or regulatory
changes that may adversely affect the Company’s business, including but not limited to new capital regulations, which could result in, among other things, increased deposit insurance
premiums and assessments, capital requirements, regulatory fees and compliance costs, and the resources we have available to address such changes; changes in the level of government
support of housing finance; changes to state rent control laws, which may impact the credit quality of multifamily housing loans; our ability to control costs and expenses; the impairment of
our investment securities; risks related to a high concentration of loans to borrowers secured by property located in our market area; increases in competitive pressure among financial
institutions or non-financial institutions; unexpected outflows of uninsured deposits could require us to sell investment securities at a loss; changes in consumer spending, borrowing and
savings habits; technological changes that may be more difficult to implement or more costly than anticipated; changes in deposit flows, loan demand, real estate values, borrowing
facilities, capital markets and investment opportunities, which may adversely affect our business; changes in accounting standards, policies and practices, as may be adopted or
established by the regulatory agencies or the Financial Accounting Standards Board could negatively impact the Company's financial results; litigation or regulatory actions, whether
currently existing or commencing in the future, which may restrict our operations or strategic business plan; the ability to originate and purchase loans with attractive terms and acceptable
credit quality; and the ability to attract and retain key members of management, and to address staffing needs in response to product demand or to implement business initiatives.
21 |
| Forward Looking Statements & Additional Information, cont’d
Additional Information and Where to Find it
The Company has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Company’s 2024
Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE
COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY
SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s website at www.carverbank.com.
Participants
The Company, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by the
Company. Information about the Company’s executive officers and directors is available in the Company’s definitive proxy statement for its 2024 Annual Meeting, which was filed with the
SEC on October 31, 2024. To the extent holdings by our directors and executive officers of the Company’s securities reported in the proxy statement for the 2024 Annual Meeting have
changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge
at the SEC’s website at www.sec.gov.
22 |
New CEO sets path for Carver
amid proxy clash
By John
Reosti
Carver Bancorp's new CEO,
Donald Felix, is managing through a proxy contest as he devises a plan to return the Black-operated bank to profitability.
Carver Bancorp
Donald Felix, who took
the helm at Carver Bancorp as president and CEO on Nov. 1, is no stranger to troubled banks.
Felix, 50, served as chief
of staff for Citigroup Chairman Richard Parsons from 2009 into 2010, during the bank's painful recovery from near collapse during
the financial crisis. It was "a challenging moment for the institution," Felix said in an interview. "It gave me first-hand
witness and experience on managing relationships with regulators, particularly for an institution that was struggling at the time."
The $749 million-asset, New
York-based Carver is far from the brink of failure. Capital ratios remain in excess of regulatory minimums, even after a string of annual
losses. Felix pointed to several other positive signs, including a linked-quarter spike in net interest income, which rose 9% to $6 million
for the three months ended Sept. 30.
"We've got some good
wind in the sails, now it's about how do we continue moving forward with a more robust strategic plan," Felix said. "For us,
the opportunity is how do we do more and do better."
Still, Carver's struggles
have prompted renewed attention from activists. Dream Chasers Capital Group, led by veteran securities executive Greg Lewis, sought last
year to acquire a 35% stake in Carver, an offer the company rejected. Now, Dream Chasers, which says it represents shareholders
with 9.7% stake in the bank, is seeking to elect two members to Carver's board. The controversy has added another layer of complexity
to Felix's task but hasn't dimmed his enthusiasm for the job.
"This is a good opportunity,"
Felix said. "It's meaningful for the future. With so few Black-operated banks remaining, Carver … is too important not to
succeed."
Felix' most recent job prior
to joining Carver was a two-year stint at the Providence, Rhode Island-based Citizens Financial Group, where he served as head of national
banking, in charge of the $220 billion-asset company's digital national bank, Citizens Access. His 25-year banking career includes three
years at Chase as chief of staff for Thasunda Duckett, CEO of the consumer bank. "I got recruited from Citi to Chase and another
phenomenal opportunity," Felix said. "I went from crisis management to large-scale business transformation."
Felix said his experience
working at three of the biggest financial institutions in the country "has led to my being where I am today." He is convinced
that his background will prove invaluable leading Carver, which he acknowledged needs a turnaround. "So much of my experience absolutely
lines up with what's needed at this particular moment, this inflection point for the bank, raising capital, returning to profitability
and growing the business," Felix said.
Past as prologue
Carver was founded in 1948
in Harlem by a group of 14 African- and Caribbean-American activists and entrepreneurs, including Joseph Davis, a real estate agent and
property appraiser, and M. Moran Weston, a social worker who was later ordained an Episcopal priest and served as the longtime rector
of St. Phillip's Church in Harlem. Davis became Carver's first CEO.
Created with a mission to
serve communities that traditional banks largely ignored, Carver evolved into a fixture in New York and one of the nation's largest Black-operated
banks. After 75 years, its brand equity remains strong, Felix said. "The excitement, the passion, the commitment by our employees,
by our board and by our customers to the mission Carver serves is extremely high," he said. "I can't tell you the number of
reach-outs I've received from people who are attracted to this bank. I fall into the same category."
Despite his big-bank background,
Felix said he never hesitated seeking the Carver job following former CEO Michael Pugh's resignation in August 2023. Pugh left
Carver to head the Local Initiatives Support Corp. A native New Yorker born to parents who emigrated from Grenada, Felix has been aware
of Carver's presence throughout his life. "I am who the bank was founded to serve," he said. "I'm a first-generation American.
Interestingly or anecdotally, I have lived or gone to school or commuted around each of the seven branches that Carver has, so I'm intimately
familiar with who the bank is and who they serve."
While Felix went to work at
Citi immediately after graduating Howard University, it was his older sister, Gemma, who sparked his interest in banking. Gemma got a
job as a teller at Chase in the late 1980s. "I watched her progress," Felix said. "They needed new help at a major branch
at 14th Street and 7th Avenue. It was a big deal. They asked her to go there and help grow that branch. She continued to progress
to the point where she became assistant branchmanager at the flagship branch at 270 Park Avenue."
Gemma's success "made
banking interesting to me," he said. "Everyone knew her. I could go to any of her branches. Her customers knew her and she knew
them by name. That's where a lot of the inspiration came from."
Work cut out
While Carver's legacy resonates
with many, its financial performance since going public in 1994 has been uneven, creating frustration for investors. An earlier string
of annual losses in the mid-to-late 1990s led to a hostile takeover attempt by Kevin Cohee, CEO of the $614 million-asset OneUnited Bank.
Carver beat back the bid and, under the leadership of CEO Deborah Wright, was able to turn things around. The bank enjoyed a six-year
run of strong profitability in the early and mid-2000s.
Carver's fortunes deteriorated
as a result of the Great Recession of 2007 to 2009. A major jump in nonperforming construction and commercial real estate loans resulted
in more than $30 million of losses in 2010. Losses continued into 2011 and led to a $55 million recapitalization. Carver has never fully
regained its footing. In May 2016, Carver entered into a formal agreement with the Office of the Comptroller of the Currency
focused on CRE lending practices and the Bank Secrecy Act. The agreement remained in effect until January 2023, boosting regulatory compliance
costs. And like other banks, the sharp increase in interest rates in 2022 and 2023 buffeted Carver, making funding more expensive. The
result has been fresh losses, $4.4 million in its 2023 fiscal year and $3 million in fiscal 2024, which ended March 31. Losses through
the first six months of fiscal 2025 totaled $4.3 million, up 44% from the same period the previous fiscal year.
In a letter to shareholders
Monday, Dream Chasers' Lewis blasted the board's performance, writing "it does the community and Carver no good to back a Board that
has overseen operating losses, share price declines, and poor performance for such a long period of time."
"No bank or investment
fund would tolerate such prolonged poor performance in their own organizations, and we shouldn't accept it from Carver," Lewis wrote.
Getting started
Felix parachuted into the
middle of the situation, starting work just six weeks before Carver's annual meeting, scheduled for Dec. 12. At the moment, Felix is completing
an assessment of the business and is clear on his top priorities. "First and foremost, we've got to grow the bank, drive new deposits,
focus on incremental loans, acquire new customers, particularly the next generation of customers," Felix said.
Raising capital to upgrade
technology, strengthen risk management and attract talent is "also on the docket," Felix said.
Carver disclosed plans to
increase its Small Business Administration lending last year, under interim CEO Craig MacKay. Felix likes the initiative and plans to
expand it. "It is definitely something I want to grow," Felix said. "If you think about the community impact, helping businesses
start, helping them stay in business, helping them grow, the jobs created as a result, that is certainly squarely in our target."
Institutional Shareholder
Services, widely considered the leading proxy advisory firm, endorsed Carver in its contest with Dream Chasers. It did so largely on the
strength of Felix's appointment, which it termed "a step in the right direction" in a Nov. 29 press release. Felix "appears
to have relevant experience and an understanding of the issues facing the bank, and despite his short tenure, he has developed what appears
to be a logical go-forward plan," ISS stated.
Carver Bancorp (NASDAQ:CARV)
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Carver Bancorp (NASDAQ:CARV)
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