Geoffrey A. Curtis
About Geoffrey A. Curtis
Geoffrey A. Curtis, age 64, is an independent director of Winchester Bancorp, Inc. (WSBK), serving on the board since 2014; he is an attorney and small business owner with expertise in real estate, business, and estate planning through Curtis Law Office in Woburn, Massachusetts since 1994 . The Board has determined that all directors except the CEO are independent under Nasdaq rules, which includes Curtis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curtis Law Office (Woburn, MA) | Attorney (real estate, business, estate planning) | 1994–present | Small business owner perspective; real estate and estate law expertise supporting bank’s local-market focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curtis Law Office (Woburn, MA) | Attorney/Owner | 1994–present | Provides real estate and estate law subject-matter expertise; insights into local small business dynamics |
Board Governance
- Committee memberships: Curtis is not listed as a member of the Audit Committee (Macdonald, Harte, Snow), Compensation Committee (Merritt, Macdonald, Cotter, D. Hood, Perkins Salehpour), or Nominating & Corporate Governance Committee (D. Hood, Pierce Connolly, Carson) .
- Independence: All directors other than the CEO are independent under Nasdaq standards; Curtis is therefore independent .
- Attendance: In FY ended June 30, 2025, the Board held four regular and five special meetings, and no director attended fewer than 75% of Board and applicable committee meetings .
- Board leadership: WSBK maintains a separate independent Chairman and CEO structure, with executive sessions of independent directors and annual CEO evaluations by independent directors .
Fixed Compensation
| Metric | FY 2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 9,750 | Cash-only director compensation; no additional “All Other Compensation” for Curtis |
| Total ($) | 9,750 | No equity grants maintained or reported for directors in FY 2025; company did not maintain an equity incentive plan during FY 2025 |
Director fee schedule (effective Jan 1, 2025): Member of the Board $750 per meeting; Audit Chair $1,500/meeting; Audit member $800/meeting; Nominating & Compensation Chairs $1,200/meeting; Nominating/Comp/CRA members $700/meeting; Chairperson of the Board $25,000/year; Board of Investments $20,000/year; Clerk of the Board $1,000/meeting .
Performance Compensation
| Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors in FY 2025; company did not grant stock options and did not maintain an equity incentive plan during FY 2025 |
| Performance metrics tied to director pay | None disclosed; director compensation structured as cash retainers/meeting fees |
| Clawbacks/COC for directors | Not disclosed in director context; executive agreements discussed separately do not apply to directors |
Other Directorships & Interlocks
- No other public company directorships for Curtis are identified in his biography section of the proxy .
- Potential interlock/related-party: Winchester Savings Bank utilized Curtis Law Office for certain real estate transactions; legal fees totaled $2,030 in FY ended June 30, 2025 .
Expertise & Qualifications
- Legal expertise in real estate and estate planning, aligning with community bank collateral, lending, and local market legal considerations .
- Small business ownership perspective, contributing customer and community insights relevant to WSBK’s markets .
Equity Ownership
| Metric | Amount | Source/Notes |
|---|---|---|
| Shares beneficially owned | 5,000 | Marked as “less than 1%” in beneficial ownership table |
| Shares outstanding (for % calc) | 9,295,376 | As of Sept 30, 2025 |
| Ownership % of shares outstanding | ~0.054% (5,000 / 9,295,376) | Derived from disclosed figures; table indicates “* Less than 1%” |
| Pledged/hedged | No pledging disclosures; company has not adopted a policy restricting hedging by directors |
Governance Assessment
- Positive signals: Curtis is independent under Nasdaq rules, and Board structure emphasizes independent oversight (separate Chair/CEO; executive sessions; annual CEO evaluation) . Attendance across the Board and committees exceeded the 75% threshold, indicating active engagement during FY 2025 .
- Committee roles: Curtis is not currently serving on the standing Audit, Compensation, or Nominating & Corporate Governance Committees, limiting direct influence on oversight levers like financial reporting, pay, and board composition .
- Ownership alignment: Curtis holds 5,000 shares (~0.054% of outstanding), providing some alignment but modest economic exposure relative to total shares; director stock ownership guidelines were not disclosed .
- Conflicts/related-party exposure: Winchester Savings Bank paid $2,030 to Curtis Law Office for real estate matters in FY 2025; the Board considered such relationships and still determined independence, and the Audit Committee reviews related-party transactions ≥$25,000 semi-annually .
- RED FLAGS: Company has not adopted a hedging policy for employees, officers, and directors, which can be viewed as misaligned with common governance best practices; no pledging policy disclosure . Minimal director equity compensation and modest share ownership reduce long-term performance-based alignment relative to peers, though cash-only meeting fees are disclosed .