David P. Hood
About David P. Hood
Independent director at Winchester Bancorp, Inc. (WSBK); Senior Director, Marketing Strategy at Mimecast since 2015, bringing executive marketing and cybersecurity expertise to the board. Director since 2012; age 50 (as of June 30, 2025). Mr. Hood is the son of fellow director William P. Hood, a disclosed family relationship on the board. The Company classifies all directors other than the CEO as independent under Nasdaq standards, which includes Mr. Hood .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mimecast | Senior Director, Marketing Strategy | Since 2015 | Provides executive marketing and cybersecurity experience to the board . |
| Connotate | Vice President and General Manager, Data Services | Prior to Mimecast (dates not disclosed) | Senior leadership, product/marketing background . |
| Various entities (not specified) | Senior roles in marketing and product marketing | Not disclosed | Adds broad go-to-market perspective . |
External Roles
- No other public company directorships disclosed in the proxy for Mr. Hood .
Board Governance
| Topic | Detail |
|---|---|
| Committee memberships | Compensation Committee member; Nominating & Corporate Governance Committee member . |
| Committee chair roles | Chair, Nominating & Corporate Governance Committee . |
| Independence | Board determined all directors except the CEO are independent under Nasdaq; includes Mr. Hood . |
| Attendance | In FY ended June 30, 2025, no director attended fewer than 75% of aggregate board and committee meetings . |
| Board/committee meeting cadence | Board: 4 regular and 5 special meetings. Audit met 7x; Compensation 4x; Nominating & Corporate Governance 2x (FY2025) . |
| Board leadership | Separate independent Chairman and CEO structure; independent directors meet in executive sessions periodically . |
| Family relationships | Mr. Hood is the son of director William P. Hood (both serve on the board) . |
Fixed Compensation
| Metric (FY ended 6/30/2025) | Amount |
|---|---|
| Fees earned or paid in cash (David P. Hood) | $10,400 . |
| All other compensation | $0 (none disclosed for Mr. Hood) . |
| Total | $10,400 . |
Director fee schedule (effective Jan 1, 2025; quarterly board meetings):
- Chairperson of the Board: $25,000 per year .
- Clerk of the Board: $1,000 per meeting .
- Member of the Board: $750 per meeting .
- Board of Investments: Member $20,000 per year .
- Audit Committee: Chair $1,500 per meeting; Member $800 per meeting .
- Nominating and Compensation Committees: Chair $1,200 per meeting; Member $700 per meeting .
Performance Compensation
- No equity compensation (options, RSUs/DSUs) or performance-based pay disclosed for directors in FY2025. The director compensation table shows only cash fees; no director equity awards are reported for FY2025 .
- The Company disclosed no equity incentive grants in FY2025 generally, noting no equity incentive plan maintained for named executive officers during the period; no timing practices to leverage material nonpublic information; no director equity plan is described in the proxy .
Other Directorships & Interlocks
| Entity/Person | Role | Notes |
|---|---|---|
| William P. Hood | WSBK Director | Father of David P. Hood (familial interlock on the board) . |
| Other public company boards (David P. Hood) | — | None disclosed in the proxy . |
Expertise & Qualifications
- Executive marketing and cybersecurity background from Mimecast; prior senior roles in product/marketing and data services (Connotate) .
- Committee leadership as Chair of Nominating & Corporate Governance indicates involvement in board composition, effectiveness reviews, and governance guidelines .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,000 shares (includes 3,000 shares in an individual retirement account) . |
| Ownership as % of outstanding | Approximately 0.08% (7,000 of 9,295,376 shares outstanding as of Sept 30, 2025) . |
| Vested vs. unvested | Not disclosed for directors . |
| Options (exercisable/unexercisable) | None disclosed for directors . |
| Pledging/hedging | Company has not adopted a hedging policy for employees, officers, and directors; no pledging disclosure provided . |
Governance Assessment
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Strengths
- Classified as independent under Nasdaq; separate independent Chair from CEO; independent director executive sessions; committee structure in place .
- Chair of Nominating & Corporate Governance and member of Compensation Committee—active governance roles; Nominating & Governance oversees board effectiveness and guidelines; Compensation Committee used an independent consultant (McLagan) in FY2025 .
- Attendance robust at the board level; no director below 75% across board and committee obligations in FY2025 .
- No related-party transactions >$120,000 involving directors/officers since July 1, 2022; policy requires semiannual review by the Audit Committee .
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Watch items / potential red flags
- Familial relationship: Mr. Hood’s father (William P. Hood) is also a director—while the board deems Mr. Hood independent under Nasdaq, the family tie can be perceived as an independence/oversight risk, especially given Mr. Hood’s service on the Compensation Committee .
- Hedging policy: Company “has not adopted a policy” restricting hedging by employees, officers, and directors—many investors view anti-hedging policies as alignment best practice .
- Director alignment: Director compensation appears cash-only with no disclosed equity-based director awards in FY2025; Mr. Hood’s beneficial ownership is modest in absolute and percentage terms .
- Related-party services (immaterial): Company paid $2,030 in legal fees to a law firm associated with another director (Curtis Law Office) in FY2025—small in size but monitored as a governance hygiene point .
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Additional context
- Board and committee workloads: Board met 9x (4 regular, 5 special); Audit 7x; Compensation 4x; Nominating & Governance 2x—useful for assessing director time commitments .
Overall: Mr. Hood is an engaged independent director with relevant marketing/cyber expertise and governance leadership as Nominating & Governance Chair. Investors should weigh the family relationship on the board and the absence of a hedging policy against the board’s independence structure, attendance, and the Compensation Committee’s use of an outside consultant .