Deborah A. Carson
About Deborah A. Carson
Deborah A. Carson is an independent director and audit committee financial expert, age 62 (as of June 30, 2025), serving on the WSBK board since 1994 with deep accounting and finance experience across real estate brokerage and her own accounting practice . She is a CPA since 1988, formerly CFO at Waterfield Sotheby’s International Realty (2010–2020) and currently Finance Manager at Barrett Sotheby’s International Realty (since 2020), with prior experience at large accounting firms (1986–1991) and an accounting firm she has operated since 1991 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrett Sotheby’s International Realty | Finance Manager | 2020–present | Provides finance leadership to real estate brokerage operations |
| Waterfield Sotheby’s International Realty | Chief Financial Officer | 2010–2020 | Led accounting and financial controls in real estate sector |
| Large accounting firms | Accountant | 1986–1991 | Foundational public accounting experience |
| Carson’s own accounting firm | Owner/Principal | 1991–present | Ongoing accounting advisory; qualifies her as SEC “audit committee financial expert” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barrett Sotheby’s International Realty | Finance Manager | 2020–present | Current external operating role |
| Carson’s accounting firm | Owner/Principal | 1991–present | Independent accounting practice |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Carson is independent .
- Tenure: Director since 1994 .
- Committee memberships:
- Nominating & Corporate Governance Committee: Member; Chair is David P. Hood; met twice in FY ended June 30, 2025 .
- Audit Committee: Not listed as member; however, she is designated an SEC “audit committee financial expert” .
- Compensation Committee: Not listed as member .
- Board leadership and oversight: Separate independent Chairman and CEO structure; independent directors hold executive sessions; board conducted 4 regular and 5 special meetings in FY 2025 .
- Attendance: No director attended fewer than 75% of aggregate board and committee meetings in FY 2025 .
Fixed Compensation
| Component | FY 2025 | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $48,800 | Per-meeting/member fees based on revised 2025 director comp program |
| All Other Compensation | $38 | Imputed income from life insurance premiums |
| Total | $48,838 | Sum of cash fees and imputed income |
| Director Compensation Program (effective Jan 1, 2025) | Amount | Notes |
|---|---|---|
| Chairperson of the Board | $25,000 per year | Annual retainer |
| Clerk of the Board | $1,000 per meeting | Per meeting fee |
| Member of the Board | $750 per meeting | Per meeting fee; board meets quarterly |
| Member, Board of Investments | $20,000 per year | Annual retainer |
| Chair, Audit Committee | $1,500 per meeting | Per meeting fee |
| Member, Audit Committee | $800 per meeting | Per meeting fee |
| Chair, Nominating & Compensation Committees | $1,200 per meeting | Per meeting fee |
| Member, Nominating/Comp/C RA Committees | $700 per meeting | Per meeting fee |
- Split-Dollar Life Insurance (Director-specific): Carson is the only trustee covered; beneficiary receives lesser of $100,000 or net death proceeds (policy proceeds minus greater of cash surrender value or aggregate premiums) if death occurs while serving as director; annual imputed economic benefit to Carson .
Performance Compensation
| Metric | FY 2025 | Notes |
|---|---|---|
| Performance-based director compensation | None disclosed | Proxy discloses cash-based director fees; no director equity grants or performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Carson in the proxy biography |
- Related-party context: Board disclosed use of Curtis Law Office (Director Geoffrey Curtis) for certain real estate transactions; fees of $2,030 in FY 2025; no related-party transactions over $120,000; none involving Carson disclosed .
Expertise & Qualifications
- CPA since 1988; designated SEC “audit committee financial expert” .
- Finance leadership in real estate brokerage (Finance Manager, CFO) and extensive accounting practice ownership since 1991 .
- Long board tenure provides continuity and institutional knowledge .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 44,510 | Includes 19,510 shares held by spouse |
| Shares outstanding | 9,295,376 | As of Sep 30, 2025 |
| Ownership % of outstanding | ~0.48% (44,510 / 9,295,376) | Less than 1% as disclosed |
| Vested vs unvested shares | Not disclosed | — |
| Options (exercisable/unexercisable) | Not disclosed | — |
| Pledged shares | None disclosed | — |
| Section 16 compliance | No delinquency noted for Carson; delinquencies noted for other individuals due to EDGAR code delays |
Governance Assessment
-
Positive indicators:
- Independence, long tenure, and SEC audit committee financial expert designation support board effectiveness in oversight of financial reporting and controls .
- Active role on Nominating & Corporate Governance Committee (met twice), contributing to board composition and governance processes .
- Board conducts executive sessions of independent directors; separate Chair and CEO enhances independent oversight .
- No director attendance below 75% and no related-party transactions over $120,000; no Carson-specific related-party issues disclosed .
-
Risks/Red flags to monitor:
- The company has not adopted a hedging policy for employees, officers, and directors; potential misalignment risk if hedging were to occur (no hedging transactions disclosed) .
- Unique director split-dollar life insurance benefit for Carson (only trustee covered) introduces a non-standard perquisite; ensure disclosure and valuation consistency over time .
- No disclosure of director stock ownership guidelines; monitor ownership alignment and any pledging activity (none disclosed) .
- Limited disclosure of personal attendance percentages; rely on aggregate threshold .
-
Compensation context:
- Director compensation structure reviewed with an independent consultant; revised effective Jan 1, 2025, with transparent per-meeting/per-role fees .
- No performance-linked director pay or equity grants disclosed; alignment primarily via personal share ownership .
-
Shareholder processes:
- First annual meeting held in 2025; standard advance notice procedures for nominations and proposals established; no say-on-pay disclosed for directors .