Alan G. Macdonald

About Alan G. Macdonald

Alan G. Macdonald, age 81, is an independent director of Winchester Bancorp, Inc. (WSBK) and Winchester Savings Bank, serving since 1991. He retired in 2018 after nearly 50 years in senior leadership roles, and currently chairs the Audit Committee; he is also a member of the Compensation Committee. His background includes leading health systems and statewide business organizations, providing the board with experience in economic development, budget and accounting, corporate governance, and organizational management .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors except the CEO (John A. Carroll) are independent under Nasdaq standards; Macdonald is independent .
• Board leadership: Separate independent Chairman and CEO; independent directors hold periodic executive sessions and conduct annual CEO performance evaluations .
• Committee assignments and chair roles:
  • Audit Committee: Chair (members: Macdonald, Harte, Snow); seven meetings in FY ended June 30, 2025 .
  • Compensation Committee: Member (chair: Merritt; members: Merritt, Macdonald, Cotter, David P. Hood, Perkins Salehpour); four meetings in FY2025 .
  • Nominating & Corporate Governance Committee: Not a member (chair: David P. Hood; members: Pierce Connolly, Carson); two meetings in FY2025 .
• Attendance: Board held four regular and five special meetings; no director or committee member attended fewer than 75% of applicable meetings .
• Structure: Each WSBK director is also a director of Winchester Savings Bank and a trustee of Winchester Bancorp, MHC, which holds 55.0% of WSBK shares—relevant for control/oversight context .

Fixed Compensation

Director fee schedule (effective Jan 1, 2025):

• Chairperson of the Board: $25,000 per year; Board Clerk: $1,000 per meeting; Board member: $750 per meeting; Audit Chair: $1,500 per meeting; Audit member: $800 per meeting; Nominating/Compensation Chair: $1,200 per meeting; Nominating/Compensation/CRA member: $700 per meeting; Board of Investments member: $20,000 per year .

Performance Compensation

Note: WSBK disclosed no director equity grant program for FY2025; equity award practices section addressed named executive officers and indicated no equity incentive plan or option grants to NEOs in FY2025, reinforcing absence of equity grants broadly that year .

Other Directorships & Interlocks

Board-level relationships to note:

• Family ties: David P. Hood (director) is son of William P. Hood (director), a potential board independence consideration at the board level (not specific to Macdonald) .
• External services: Curtis Law Office (linked to Director Geoffrey A. Curtis) received $2,030 in fees; small magnitude and disclosed; no Macdonald-related transactions disclosed .

Expertise & Qualifications

• Senior leadership in complex, regulated organizations (health system CEO), supporting oversight of risk, budgeting, and operational governance .
• Statewide business organization leadership, providing macroeconomic and stakeholder perspectives valuable to community banking strategy .
• Financial oversight via Audit Committee chair role; deep exposure to accounting and GAAP adherence (Audit Committee mandate) .

Equity Ownership

Policy notes:

• Hedging: WSBK has not adopted a hedging policy for employees, officers, and directors—transactions that hedge or offset decreases in market value are not explicitly prohibited by policy, which may be a governance gap .
• Pledging: No disclosure of share pledging by Macdonald in the proxy .

Governance Assessment

• Strengths:

  • Independent director; Audit Committee chair with active cadence (7 meetings), supporting financial reporting quality and risk oversight .
  • Committee independence: neither Audit nor Compensation Committee includes current/former officers; CEO excluded from deliberations on his compensation .
  • Attendance: Met minimum attendance threshold; board structure includes separate independent Chair and periodic independent sessions—supporting oversight .
  • Ownership alignment: Personal stake of 20,000 shares, albeit <1%—positive but modest alignment .

• Areas to monitor / RED FLAGS:

  • No director hedging policy adopted—permits potential hedging that can weaken alignment if undertaken; consider investor engagement on adoption .
  • Long tenure (director since 1991) can raise entrenchment and independence perceptions in some governance frameworks, balanced by domain expertise .
  • Mutual holding company control (MHC owns 55.0%) centralizes voting power; board members are also trustees of MHC—investors should assess how this affects minority shareholder influence .
  • Related-party framework: No transactions >$120,000; ordinary-course director loans permitted under bank rules—monitor consistency with policy reviews by Audit Committee .

• Compensation alignment (director):

  • Cash-only director pay in FY2025; absence of equity retainer/DSUs may reduce long-term alignment versus market norms for public banks—investors may prefer measured equity components .

Insider Trades

Committee Details (Reference)

Director Compensation Program (Reference)

Final Notes for Investors

• Independence and committee leadership are positives; the Audit Committee is staffed with two “financial experts” (Harte, Snow) alongside Macdonald as chair, reinforcing oversight quality .
• Evaluate the absence of a hedging policy, cash-only director compensation mix, long tenure, and MHC control structure in the context of governance preferences and minority shareholder protections .