John I. Snow, III
About John I. Snow, III
John I. Snow, III is an independent director of Winchester Bancorp, Inc. (Winchester Savings Bank’s holding company), serving since 2019 with his current board term ending following the year ending June 30, 2027. He is a private equity investor and Managing Director of Quabbin Capital (a lower middle market private equity sponsor) since 1989, and serves on the boards of Advanced Duplication Systems (since 2007) and Itaconix. The Board has designated him an “audit committee financial expert.” Age: 64. Independence: the Board determined all directors except the CEO are independent, which includes Mr. Snow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quabbin Capital | Managing Director | 1989–present | Lower middle market private equity sponsor; investment/capital markets expertise |
| Advanced Duplication Systems | Director | 2007–present | Multi‑media development and distribution; governance experience |
| Itaconix | Director | Not disclosed | Develops plant‑based ingredients; governance experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Advanced Duplication Systems | Director | Not disclosed | Director since 2007 |
| Itaconix (Stratham, NH) | Director | Not disclosed | Director; date not specified |
Each Winchester Bancorp, Inc. director is also a director of Winchester Savings Bank and a trustee of Winchester Bancorp, MHC (the mutual holding company) .
Board Governance
- Committees: Member, Audit Committee; the Audit Committee met 7 times in FY ended June 30, 2025; Chair: Alan G. Macdonald; members: Macdonald, Neal J. Harte, and John I. Snow, III .
- Financial expertise: The Board determined Snow qualifies as an “audit committee financial expert” (SEC definition) .
- Independence: All directors except the CEO are independent under Nasdaq standards; Snow is independent .
- Attendance: The Board held 4 regular and 5 special meetings; no director attended fewer than 75% of Board and assigned committee meetings .
- Board structure and oversight: Separate independent Chair and CEO; independent directors meet in executive sessions; risk oversight conducted primarily through committees with reporting to the full Board .
- Term/tenure: Director since 2019; current term ends following FY 2027 .
Fixed Compensation (Director)
| Director | FY2025 Fees Earned (Cash) | All Other Compensation | Total |
|---|---|---|---|
| John I. Snow, III | $12,800 | — | $12,800 |
Director fee program effective January 1, 2025:
| Role | Fees in Effect (as of 6/30/2025) |
|---|---|
| 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 |
| Audit Committee Member | $800 per meeting |
| Nominating & Compensation Chair | $1,200 per meeting |
| Nominating, Compensation, CRA Member | $700 per meeting |
Performance Compensation (Director)
- No equity or performance‑linked director compensation is disclosed; director pay is cash‑based per‑meeting/retainer fees per the fee schedule above .
- The Company did not maintain an equity incentive plan or grant stock options in FY2025 (disclosed in executive compensation section), and no director equity grants are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Role | Since | Notes |
|---|---|---|---|
| Advanced Duplication Systems | Director | 2007 | Multi‑media development and distribution |
| Itaconix | Director | Not disclosed | Develops plant‑based ingredients |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- Private equity and capital markets experience via leadership at Quabbin Capital since 1989 .
- Independent director status under Nasdaq standards .
- Section 16(a) compliance: Snow is not listed among delinquent filers for FY ended June 30, 2025 .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 15,000 shares; includes 2,500 shares held by Mr. Snow’s company |
| Ownership as % of shares outstanding | <1% (as indicated in proxy table) |
| Shares outstanding (context) | 9,295,376 as of Sept 30, 2025 |
| Pledged shares | No pledging disclosed in footnotes for Mr. Snow |
Governance Assessment
-
Positives
- Independent director with strong financial literacy and designated audit committee financial expert status; active role on a key risk oversight committee (Audit) that met 7 times in the year .
- Board independence is high (all directors independent except CEO); separate Chair/CEO structure and independent director executive sessions support oversight .
- Attendance threshold met (no director below 75% of meetings), indicating baseline engagement .
- Beneficial ownership of 15,000 shares provides some alignment; specific footnote disclosure enhances transparency .
-
Potential Risks / RED FLAGS
- No company policy restricting employee/officer/director hedging of company stock is disclosed, a governance gap that can undermine alignment and investor confidence if hedging occurs .
- Family relationship on the board (William P. Hood is the father of director David P. Hood); while not involving Snow, this can raise broader board‑independence optics and influence dynamics across committees .
- Director compensation appears modest and cash‑only; absence of an equity retainer may reduce direct long‑term ownership alignment for directors compared to best practices (no director equity plan disclosed) .
-
Conflicts/Related‑Party Exposure
- The proxy reports no related‑party transactions >$120,000; loans/deposits with directors are in the ordinary course on market terms; no Snow‑specific related‑party transactions are disclosed. Audit Committee reviews related‑party items at least semi‑annually .
- Noted external legal services to Curtis Law Office (Director Curtis’s firm) totaled $2,030 for FY2025—small in magnitude and disclosed; no similar links are disclosed for Snow .
-
Shareholder Feedback / Voting
- 2025 proxy included only director elections and auditor ratification; no say‑on‑pay proposal (the 2025 annual meeting is the Company’s first) .
Overall: Snow’s audit expertise and independence support board effectiveness and financial oversight. The lack of a hedging policy for directors and a family relationship elsewhere on the board are governance risk flags to monitor, though no Snow‑specific conflicts or attendance issues are disclosed .