John A. Carroll
About John A. Carroll
John A. Carroll, age 58, is President & Chief Executive Officer of Winchester Bancorp, Inc./Winchester Savings Bank and has served as a director since 2022; he joined the Bank in January 2022 after serving as EVP & COO at East Boston Savings Bank (2012–2021) . Board leadership is separated (independent Chair) and Carroll is the only non‑independent director, which mitigates dual‑role governance risk . Financial performance is overseen by Carroll as CODM with consolidated net income as the primary measure .
Company performance (fiscal year basis):
| Metric (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Revenues | $1,779,000* | $1,792,000* |
| Net Income | $786,000* | $(874,000)* |
*Values retrieved from S&P Global (GetFinancials).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| East Boston Savings Bank | EVP & Chief Operating Officer | 2012–2021 | Senior operating leadership at a larger regional bank; experience aligns with WSBK’s community banking strategy . |
External Roles
- No external public company directorships or committee roles for Carroll are disclosed in the 2025 proxy or 2025 10‑K .
Fixed Compensation
| Year | Base Salary ($) | Discretionary/Annual Incentive Bonus ($) | All Other Compensation ($) | Key fixed elements disclosed |
|---|---|---|---|---|
| 2024 | 404,000 | 60,680 | 218,057 | Employment agreement provides base salary (no decrease except across-the-board), monthly auto allowance (≥$1,000), life insurance ≥2× salary, and participation in benefit plans; annual review by Compensation Committee . |
| 2025 | 423,754 | 59,629 | 216,241 | 2025 base salaries set by employment agreements: Carroll $440,000; auto allowance ≥$1,000/month; life insurance ≥2× salary . |
All Other Compensation breakdown (FY 2025):
| Component | Amount ($) |
|---|---|
| 401(k) match | 4,631 |
| Automobile allowance | 12,000 |
| Life insurance (imputed income) | 595 |
| Executive Deferred Compensation contribution | 199,015 |
| Total | 216,241 |
Performance Compensation
Annual Incentive Plan (AIP) – structure and 2025 outcomes:
| Feature | Detail |
|---|---|
| Plan design | Aggregate pool equals sum of individual targets; payout 0%–150% of target based on pre‑set performance goals vs target; actual awards discretionary; funding blocked if Bank lacks positive net income or is not “well capitalized” . |
| Carroll target | 25% of base salary for 2025 performance period . |
| 2025 actual payout | $59,629 to Carroll . |
| Performance metrics/weighting | Specific metrics/weights not disclosed; plan references pre‑determined goals (company and individual discretion) . |
| Vesting/timing | Annual cash bonus; paid following fiscal year-end (standard annual plan cadence) . |
Executive Deferred Compensation Agreement (non‑equity, long‑term incentive economics):
- Company credits at least $199,015 annually to Carroll’s account for 11 years (total $2,189,165) at a 3% compound interest rate; vesting at 10% per year from January 1, 2022; 100% vesting upon qualifying termination without cause/for good reason prior to age 67, disability, or death; lump‑sum distribution upon separation; includes supplemental ESOP/401(k) benefits for Code limits .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| John A. Carroll | 51,000 | ~0.55% | Includes 25,000 in a trust and 1,000 held by spouse/child; based on 9,295,376 shares outstanding as of Sept 30, 2025 . |
| All directors and executive officers (15 persons) | 388,560 | 4.2% | Group total . |
| Winchester Bancorp, MHC | 5,112,457 | 55.0% | Mutual holding company ownership . |
Alignment and policies:
- Hedging: The company has not adopted a hedging policy for employees/officers/directors (potential misalignment risk) .
- Section 16 compliance: 2025 delinquencies were noted for two directors, the CFO, and the MHC due to EDGAR code delays; no other officers/directors (including Carroll) were late filers .
- ESOP: Established at IPO; ESOP borrowed $3.3M to purchase 334,633 shares; expense recognized $27,500 in FY 2025; unallocated shares pledged as collateral (broad-based employee alignment) .
Employment Terms
- Term and renewal: Amended and restated employment agreement effective Jan 1, 2025 through Dec 31, 2027; reviewed annually with evergreen one‑year extensions to maintain a three‑year term unless the executive opts out .
- Base salary reference: 2025 base salary set at $440,000 (subject to increases) .
- Benefits/perquisites: Monthly auto allowance (≥$1,000), life insurance coverage ≥2× base salary, expense reimbursement, and plan participation .
- Non‑solicitation: One‑year non‑solicit following non‑CIC termination .
- Severance (non‑CIC): If terminated without cause, resigns for good reason, or Company non‑renews, severance equals (i) remaining‑term base salary (paid in installments), (ii) 18 months of COBRA premiums (monthly), and (iii) prior fiscal year’s unpaid annual bonus (timed to normal payout), subject to release .
- Change‑in‑control (double‑trigger within 24 months): Lump‑sum equal to 3× (greater of base salary at CIC or termination + highest annual bonus in prior three years), plus 24 months of COBRA premiums and the prior year earned bonus; 280G cutback applies if net‑beneficial .
Illustrative CIC payout using disclosed data: Base salary $440,000 (2025), highest recent bonus $60,680 (FY 2024) ⇒ 3×($440,000 + $60,680) ≈ $1,502,040, plus 24 months COBRA and prior-year bonus (subject to tax cutback) .
- Clawback: Clawback Policy filed as Exhibit 97 to the FY 2025 10‑K .
- Executive Deferred Compensation: Company credits ≥$199,015 annually for 11 years at 3% interest; 10% annual vesting from Jan 1, 2022; accelerated vesting for qualifying events; lump‑sum upon separation .
Board Governance (Director Service, Committees, Independence)
- Service: Director since 2022; standing committees are Audit, Compensation, and Nominating & Corporate Governance .
- Independence: Carroll is not independent due to executive role; all other directors are independent; Board maintains separate independent Chairman .
- Committees and composition:
- Audit: Macdonald (Chair), Harte, Snow; Harte and Snow are “audit committee financial experts” .
- Compensation: Merritt (Chair), Macdonald, Cotter, David P. Hood, Perkins Salehpour (no current/former officers) .
- Nominating & Corporate Governance: Standing committee (charter on website) .
- Carroll is not listed as a member of these committees (preserves independent oversight of CEO pay and controls) .
- Meetings/attendance: FY 2025—Board held 4 regular and 5 special meetings; no director attended fewer than 75% of meetings/committees served .
- Director fees: Carroll receives no additional compensation for Board service .
Director fee schedule (effective Jan 1, 2025):
| Role | Fee |
|---|---|
| Chair of the Board | $25,000 per year |
| Clerk of the Board | $1,000 per meeting |
| Director (member) | $750 per meeting |
| Board of Investments – member | $20,000 per year |
| Audit Chair | $1,500 per meeting |
| Audit member | $800 per meeting |
| Nominating/Compensation Chairs | $1,200 per meeting |
| Nominating/Compensation/CRA members | $700 per meeting |
Director Compensation (FY 2025 snapshot; non‑employee directors)
WSBK reports cash retainers/meeting fees; Carroll does not receive separate director fees .
| Name | Fees Earned ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|
| Selected examples: Carson | 48,800 | 38 | 48,838 |
| Boodakian | 25,600 | — | 25,600 |
| Merritt | 29,800 | — | 29,800 |
Related Party Transactions and Risk Indicators
- Related party transactions: None >$120,000 since July 1, 2022; ordinary‑course loans to insiders on market terms reviewed by Audit Committee under policy .
- Legal proceedings: No material legal proceedings as of June 30, 2025 .
- Hedging policy: No adopted policy restricting hedging by insiders (potential red flag for alignment) .
- Section 16(a): Limited late filings due to EDGAR code delays (others noted); none for Carroll .
Compensation Committee Practices and Benchmarking
- Committee independence: No member is a current/former officer or employee; CEO not present for his pay deliberations .
- Consultant: McLagan (Aon) engaged to evaluate executive compensation vs peers; committee oversees CEO/NEO compensation, incentive design, and succession planning .
Say‑on‑Pay and Shareholder Voting
- 2025 proxy ballot: Election of directors and auditor ratification only; no say‑on‑pay proposal (first annual meeting post‑IPO) .
Multi‑Year Executive Compensation (Carroll)
| Year | Salary ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 404,000 | 60,680 | 218,057 | 682,737 |
| 2025 | 423,754 | 59,629 | 216,241 | 699,624 |
Ownership Detail (Carroll)
| Component | Amount |
|---|---|
| Beneficial shares | 51,000 (incl. 25,000 in trust; 1,000 spouse/child) |
| Shares outstanding (as of 9/30/25) | 9,295,376 |
| Ownership % | ~0.55% (derived from disclosed figures) |
Employment Economics – Severance & CIC (Carroll)
| Scenario | Cash Severance | Health Benefits | Bonus Treatment | Other |
|---|---|---|---|---|
| Without cause / Good reason / Non‑renewal (non‑CIC) | Remaining‑term base salary in installments | 18 months COBRA (monthly) | Prior fiscal year unpaid bonus paid on normal timing | Release required; 1‑year non‑solicit |
| Double‑trigger CIC (within 24 months) | Lump‑sum 3×(base salary + highest bonus last 3 yrs) | 24 months COBRA (lump‑sum) | Prior fiscal year unpaid bonus paid | 280G cutback if net‑beneficial |
Illustrative CIC payout (based on disclosed base and bonuses): ≈$1.50M cash (=3×($440,000 + $60,680)), plus 24 months COBRA and prior‑year bonus, subject to cutback .
Investment Implications
- Pay‑for‑performance and mix: Carroll’s compensation is weighted toward fixed cash and a sizeable, formulaic deferred compensation credit ($199k/year) rather than equity grants; the AIP is capped at 150% and is subject to capital/earnings triggers, but 2025 paid despite FY 2025 net loss, reflecting discretionary features of the plan . This design provides retention value yet reduces direct equity sensitivity; consider monitoring future adoption of equity plans.
- Retention and change‑in‑control economics: A rolling three‑year term, non‑CIC severance, and a three‑times CIC multiple create strong retention and potential transaction incentives; the 280G cutback limits optics but still implies >$1.5M CIC cash outlay at current levels, plus benefits and deferred comp vesting acceleration under certain circumstances .
- Alignment and trading signals: Modest direct ownership (~0.55%) and an ESOP structure broadly align employees, but absence of a hedging policy is a governance red flag that could dilute alignment if insiders hedge exposures . No related‑party transactions or legal proceedings are reported, and Section 16 compliance for Carroll appears timely, reducing headline risk .
- Governance quality: Independent board leadership and fully independent key committees (Audit/Comp/Nominating) overseeing CEO pay and controls are positives; Carroll receives no director fees, avoiding double‑pay optics .
- Performance context: With FY 2025 net loss and a small revenue uptick, the AIP’s discretion and capital/earnings gates merit scrutiny; investors should track whether 2026–2027 metrics become more explicit and whether equity‑based incentives are introduced to strengthen pay‑performance linkage (and any subsequent insider Form 4 activity).
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