Edward Merritt
About Edward Merritt
Edward Merritt, age 65, is an independent director of Winchester Bancorp, Inc. (WSBK), serving since 2024; he previously held senior operating roles in community banking including EVP, Business Development and Community Reinvestment at East Boston Savings Bank and CEO/Director at Mt. Washington Cooperative Bank, bringing credit management and governance expertise to the board . The board has determined all directors other than the CEO are independent under Nasdaq standards, which includes Merritt .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Boston Savings Bank | Executive Vice President, Business Development & Community Reinvestment; Director | 2010–2021 | Community banking operations, credit management; governance experience |
| Mt. Washington Cooperative Bank | President & Chief Executive Officer; Director | 11+ years (prior to 2010) | Day-to-day operations management; credit and corporate governance expertise |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| East Boston Savings Bank | Director | 2010–2021 | Not disclosed in proxy |
| Mt. Washington Cooperative Bank | Director | 11+ years (prior to 2010) | Not disclosed in proxy |
Board Governance
- Committee assignments: Merritt chairs the Compensation Committee; members include Merritt, Macdonald, Cotter, David P. Hood, and Perkins Salehpour; the committee met four times in FY 2025 .
- Attendance: The board held four regular and five special meetings in FY 2025; no director or committee member attended fewer than 75% of meetings for their service periods .
- Independence: All directors, except CEO John A. Carroll, are independent under Nasdaq standards; routine director/customer banking relationships (loans and deposits) were considered and are within policy; legal fees paid to Curtis Law Office totaled $2,030 in FY 2025 .
- Leadership and oversight: Separate independent Chairman and CEO; independent directors meet in executive sessions; annual CEO performance evaluations by independent directors; risk oversight conducted through committees with reporting to the full board .
Committee Activity (FY 2025)
| Committee | Chair | Members | Meetings (FY 2025) |
|---|---|---|---|
| Compensation | Edward Merritt | Merritt; Macdonald; Cotter; D. P. Hood; Perkins Salehpour | 4 |
| Audit | Alan G. Macdonald | Macdonald; Harte; Snow | 7 |
| Nominating & Corporate Governance | David P. Hood | Hood; Pierce Connolly; Carson | 2 |
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Edward Merritt | 29,800 | — | 29,800 |
2025 Director Fee Structure (effective Jan 1, 2025)
| Role | Fee |
|---|---|
| Chairperson of the Board | $25,000 per year |
| Clerk of the Board | $1,000 per meeting |
| Member of the Board | $750 per meeting |
| Member, Board of Investments | $20,000 per year |
| Audit Committee Chair | $1,500 per meeting |
| Audit Committee Member | $800 per meeting |
| Nominating & Compensation Committee Chair | $1,200 per meeting |
| Member, Nominating/Compensation/CRA Committees | $700 per meeting |
The fee program was revised following a review with an independent compensation consultant in 2024 .
Performance Compensation
- The proxy does not disclose equity grants or performance-based awards for directors; director compensation is cash-based as shown, with no equity awards to directors reported for FY 2025 .
- Company practice indicates no equity incentive plan or stock option grants were maintained or granted in FY 2025 at the Company level (context applies to executives; no director equity plan is described) .
Other Directorships & Interlocks
| Person | External Board/Role | Interlock/Relationship |
|---|---|---|
| Edward Merritt | Prior director: East Boston Savings Bank; prior director: Mt. Washington Cooperative Bank | None disclosed as current public company interlocks |
| Board familial relationships (context) | William P. Hood is father of director David P. Hood | Family relationship disclosed; not tied to Merritt |
Expertise & Qualifications
- Community banking leadership and operations: CEO and director experience at Mt. Washington Cooperative Bank; senior executive at East Boston Savings Bank .
- Credit management and corporate governance: Long-term experience managing day-to-day operations and credit oversight in regulated banking environments .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Form of Holding | Notes |
|---|---|---|---|---|
| Edward Merritt | 20,000 | <1% | Individual Retirement Account (IRA) | No pledging disclosures; Section 16(a) compliance issues not noted for Merritt |
| Shares Outstanding (record date) | 9,295,376 | — | — | As of Sep 30, 2025 |
| Winchester Bancorp, MHC | 5,112,457 | 55.0% | — | Controlling ownership |
Section 16(a) compliance: Delinquent initial Form 3 filings noted for Boodakian, Pierce Connolly, Heller, and Winchester Bancorp, MHC due to EDGAR code delays; no delinquency noted for Merritt .
Hedging policy: The Company has not adopted a policy restricting hedging by employees, officers, and directors, which may be viewed as a misalignment risk .
Governance Assessment
-
Strengths:
- Independent director with deep community banking operating experience; chairs Compensation Committee, signaling governance influence on pay practices .
- Board independence robust (all non-CEO directors independent); independent leadership structure (separate Chair/CEO); independent directors hold executive sessions .
- Attendance: No director fell below the 75% attendance threshold across board/committee meetings in FY 2025, supporting engagement .
- Use of external compensation consultant and formal committee charters indicates structured oversight of compensation and governance .
-
Risks and potential red flags:
- No anti-hedging policy adopted for directors and officers, which may weaken alignment with long-term shareholder value .
- Board includes a disclosed familial relationship (William P. Hood and David P. Hood), which can raise independence optics at the broader board level, though not directly tied to Merritt .
- Related-party transactions: None above $120,000 since July 1, 2022; routine banking relationships and minimal legal fees to a director-linked law office were disclosed, indicating low direct conflict exposure for Merritt .
-
Compensation and ownership alignment:
- Director pay is cash-based with meeting/committee fees; no director equity grants disclosed, limiting direct equity alignment for directors including Merritt .
- Merritt holds 20,000 shares (<1%); meaningful personal ownership albeit a small percentage given MHC’s 55% controlling stake .
-
Shareholder voting and sentiment:
- 2025 Annual Meeting proposals were limited to director elections and auditor ratification; the proxy notes this is the Company’s first annual meeting, with no advisory say‑on‑pay vote disclosed .
Overall implication: Merritt’s chair role on the Compensation Committee and banking operations background support board effectiveness in pay oversight and risk-aware governance; however, absence of a hedging policy and cash-only director pay may constrain alignment optics for some investors .