Carole A. Pierce Connolly
About Carole A. Pierce Connolly
Carole A. Pierce Connolly is an independent director of Winchester Bancorp, Inc. and Winchester Savings Bank, serving since 2013. She is co-owner of John A. Pierce Insurance Company, Inc., a century-old family-owned agency where she has worked since 1981; age 67 as of June 30, 2025 . The board has determined all directors other than the CEO are independent under Nasdaq standards, which includes Ms. Pierce Connolly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John A. Pierce Insurance Company, Inc. | Co-owner | 1981–present | Provides perspective on insurance requirements of the bank and its customers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John A. Pierce Insurance Company, Inc. | Co-owner | 1981–present | Private, family-owned insurance agency |
| Winchester Bancorp, MHC | Trustee | Concurrent with director service | All WSBK directors also serve as trustees of the mutual holding company |
Board Governance
- Independence status: Independent director under Nasdaq listing standards .
- Years of service: Director since 2013 .
- Attendance: In FY ended June 30, 2025, no director attended fewer than 75% of combined board and committee meetings; the board held four regular and five special meetings .
- Board leadership: Separate independent Chair and CEO; periodic executive sessions of independent directors .
| Committee | Role | Chair | FY2025 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Member | David P. Hood | 2 |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | $9,650 |
Director fee structure effective January 1, 2025 (context for compensation mechanics): Board member $750 per meeting; Nominating/Compensation/CRA member $700 per meeting; Nominating/Compensation chair $1,200 per meeting; Audit chair $1,500 per meeting; Audit member $800 per meeting; Chair of the Board $25,000 per year; Board of Investments member $20,000 per year; Clerk of the Board $1,000 per meeting .
Performance Compensation
| Component | FY2025 Detail |
|---|---|
| Equity awards to directors (RSUs/Options/DSUs) | No equity incentive plan maintained in FY2025; no equity grants disclosed |
| Performance-based cash for directors | Not disclosed; FY2025 director compensation table shows only fees and no performance-based awards |
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships listed for Ms. Pierce Connolly in the proxy |
| Winchester Bancorp, MHC | Private/mutual | Trustee | Structural role concurrent with WSBK directorship |
Expertise & Qualifications
- Over four decades in insurance agency operations brings practical insight into insurance needs of a community bank and its customers .
- Local market ties through a longstanding Winchester-based business support community-oriented governance focus .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 75,000 shares, including 50,000 shares held by Ms. Pierce Connolly’s companies |
| Ownership as % of outstanding | Less than 1% (per proxy table footnote) |
| Shares outstanding (record date) | 9,295,376 as of September 30, 2025 |
- Insider trading activity: No Form 4 transactions for “Connolly” found for WSBK between 2024-01-01 and 2025-11-20 (insider-trades skill query).
Governance Assessment
- Committee assignments and engagement: Serves on the Nominating & Corporate Governance Committee (2 meetings in FY2025), directly influencing board refreshment, evaluations, and governance guidelines . Attendance across directors met at least the 75% threshold in FY2025, indicating baseline engagement .
- Independence and structure: Independent under Nasdaq standards with a board that separates Chair and CEO and holds independent executive sessions—supportive of oversight quality .
- Ownership alignment: Holds 75,000 shares (including 50,000 via companies), providing direct economic exposure; though below 1% of shares outstanding, the absolute stake is a positive alignment signal .
- Compensation mix: Director compensation is cash-only; the company did not maintain an equity incentive plan in FY2025 and director pay shows no equity-based retainers, reducing automatic alignment via ongoing equity grants relative to some peers .
- Policies and red flags:
- The company reports no related-party transactions over $120,000 and maintains approval procedures; ordinary-course director banking relationships and a small payment to Curtis Law Office ($2,030) are disclosed; no transactions involving Ms. Pierce Connolly’s insurance firm are disclosed .
- Section 16(a) compliance: Ms. Pierce Connolly was among those delinquent in filing initial Form 3 due to delayed EDGAR codes—administrative issue but noteworthy for compliance monitoring .
- Hedging policy: The company has not adopted a hedging policy for employees, officers, and directors—often viewed as a governance gap by some investors .
Overall, Ms. Pierce Connolly brings long-tenured local insurance expertise and serves on the governance committee within a predominantly independent board structure. Key monitoring items are the cash-only director pay structure (no ongoing equity grants), absence of a hedging policy, and the noted initial Form 3 filing delay (since resolved procedural issue) .