Neal J. Harte
About Neal J. Harte
Neal J. Harte is an independent director of Winchester Bancorp, Inc. and Winchester Savings Bank, serving on the board since 2005; he is a Certified Public Accountant who founded and owned an accounting firm (retired) and previously audited financial institutions, qualifying him as an “audit committee financial expert.” He is age 81 and is also a trustee of Winchester Bancorp, MHC, reflecting deep accounting expertise and longstanding service to the institution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private accounting firm (name not disclosed) | Founder and Owner (CPA) | 1976–retirement (date not disclosed) | Built and led accounting practice; prior experience includes auditing financial institutions |
| Various financial institutions (audit engagements) | Auditor | Not disclosed | Developed specialized insight into bank accounting and controls; informs audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public company directorships identified in proxy biography |
Board Governance
- Independence: The board determined all directors except the CEO (John A. Carroll) are independent; Harte is independent under Nasdaq standards .
- Committee assignments: Audit Committee member (Alan G. Macdonald, Chair); Harte is designated an “audit committee financial expert” by SEC rules .
- Attendance and engagement: FY ended June 30, 2025 had 4 regular and 5 special board meetings; Audit Committee met 7 times; no director or committee member attended fewer than 75% of applicable meetings .
- Leadership structure: Separate independent Chairman and CEO; independent directors meet in executive sessions; annual CEO performance evaluations by independent directors .
- All directors of Winchester Bancorp, Inc. also serve as directors of Winchester Savings Bank and trustees of Winchester Bancorp, MHC, enhancing cross-entity oversight continuity .
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Neal J. Harte | 11,550 | — | 11,550 |
Director fee framework (effective Jan 1, 2025; board meetings held quarterly):
| Role | Fees in effect on June 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 |
| Member, Board of Investments | $20,000 per year |
| Audit Committee Chair | $1,500 per meeting |
| Audit Committee Member | $800 per meeting |
| Chair, Nominating and Compensation Committees | $1,200 per meeting |
| Member, Nominating, Compensation, CRA Committees | $700 per meeting |
Performance Compensation
| Element | Status |
|---|---|
| Equity grants to directors (RSUs/PSUs/Options) | Not disclosed for directors; proxy presents cash-only director fees schedule with no equity component listed |
| Performance-based cash for directors | Not disclosed; director remuneration shown as meeting/retainer fees |
| Director stock ownership guidelines | Not disclosed in proxy |
The company states it did not maintain an equity incentive plan or grant options in FY2025, but this disclosure is made in context of named executive officers; the director compensation section lists only cash fees with no equity disclosed .
Other Directorships & Interlocks
- Public company boards: None disclosed for Harte .
- Internal interlocks: Directors of Winchester Bancorp, Inc. concurrently serve as directors of Winchester Savings Bank and trustees of Winchester Bancorp, MHC .
- Related external professional ties noted for other directors (e.g., Curtis Law Office fees), but none disclosed for Harte .
Expertise & Qualifications
- Certified Public Accountant; founded and led an accounting firm .
- Prior auditing of financial institutions; qualifies as SEC-defined “audit committee financial expert” .
- Long tenure on the board (since 2005) with specialized accounting oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Neal J. Harte | 10,000 | ~0.11% (10,000 / 9,295,376) | Held in an individual retirement account |
- Shares outstanding: 9,295,376 as of September 30, 2025 .
- The proxy flags Harte’s beneficial ownership as less than 1% .
Governance Assessment
- Strengths:
- Independent director with CPA credentials and designated audit committee financial expert status, reinforcing financial reporting oversight .
- Active committee service on Audit; board and committee meeting cadence with stated attendance threshold met by all directors indicates engagement .
- Beneficial ownership aligns interests, with 10,000 shares held (IRA) providing some personal stake in outcomes .
- No Section 16 delinquency reported for Harte; identified delinquencies applied to other individuals due to EDGAR code delays .
- Areas to monitor / potential red flags:
- Company has not adopted a policy restricting employee, officer, and director hedging transactions—an investor alignment concern for governance-sensitive holders .
- Director compensation appears cash-only with no disclosed equity grants or ownership guidelines for directors, potentially limiting long-term alignment versus best-practice boards .
- Related-party transactions above $120,000 are reported as none since July 1, 2022; ordinary-course director loans exist under standardized terms—continue monitoring, though none specific to Harte are disclosed .
- Board uses Curtis Law Office (Director Geoffrey Curtis) for certain real estate transactions (fees $2,030), a minor interlock; no similar transactions are disclosed for Harte .
Overall, Harte’s profile supports board effectiveness in audit oversight and independence, with modest equity alignment and no disclosed conflicts; the absence of a hedging policy and lack of director equity elements are governance drawbacks relative to investor-preferred practices .