Paula M. Cotter
About Paula M. Cotter
Independent director of Winchester Bancorp, Inc. (WSBK) since 2023; age 68. Cotter brings 30+ years of community banking experience, including 20 years at East Boston Savings Bank (EBSB) culminating as Senior Vice President of Deposit Operations through the bank’s sale to Rockland Trust in 2021. The Board deems her independent under Nasdaq rules, and she also serves as Corporate Secretary for the Company’s proxy communications. Her experience centers on bank operations and deposit systems, directly relevant to a community bank’s execution and controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Boston Savings Bank | Vice President, Deposit Operations; Senior Vice President, Deposit Operations | ~2001–2021 (SVP role ~16 years) | Led deposit operations; deep community banking operations expertise; tenure through sale to Rockland Trust |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Cotter is independent .
- Committee assignments (FY ended Jun 30, 2025):
- Compensation Committee: Member (Chair: Edward Merritt) .
- Not on Audit (Macdonald, Harte, Snow) or Nominating & Corporate Governance (David P. Hood, Pierce Connolly, Carson) .
- Attendance: The Board held 4 regular and 5 special meetings; no director attended fewer than 75% of combined board and committee meetings .
- Board leadership: Separate independent Chair and CEO; independent directors hold executive sessions .
- Corporate Secretary function: Proxy communications signed by “Paula M. Cotter, Corporate Secretary,” indicating administrative governance responsibilities alongside board service .
Fixed Compensation
| Metric | FY2025 | Source |
|---|---|---|
| Director fees (cash) – Paula M. Cotter | $10,350 | |
| Equity/DSU grants | None disclosed |
Director fee program in effect as of June 30, 2025 (structure):
| Role/Meeting | Fee |
|---|---|
| Chairperson of the Board (annual) | $25,000 |
| Clerk of the Board (per meeting) | $1,000 |
| Board member (per meeting) | $750 |
| Board of Investments – Member (annual) | $20,000 |
| Audit Committee – Chair (per meeting) | $1,500 |
| Audit Committee – Member (per meeting) | $800 |
| Nominating & Compensation – Chair (per meeting) | $1,200 |
| Nominating/Compensation/CRA – Member (per meeting) | $700 |
Implication: Cotter’s director pay is cash-only and meeting/role-based; no equity retainer disclosed for directors in FY2025, tempering long-term alignment incentives .
Performance Compensation
- No performance-based director pay or equity plan for directors disclosed for FY2025. The Company did not maintain an equity incentive plan during FY2025; director compensation was presented solely as cash fees .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public boards | None disclosed |
| Interlocks / shared affiliations | Prior shared employer with CEO John A. Carroll (EBSB) and director Edward Merritt (EBSB), suggesting a network tie across multiple board members . |
Expertise & Qualifications
- Banking operations: 30+ years, including SVP Deposit Operations at EBSB; brings operational controls, deposit processing, and customer-facing execution experience .
- Governance: Independent director; active participation evidenced by meeting attendance thresholds .
- Administrative governance: Signs as Corporate Secretary for stockholder communications .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 2,500 shares (<1% of 9,295,376 outstanding as of Sep 30, 2025) |
| Ownership as % of shares outstanding | <1% (as denoted by “*” in proxy beneficial ownership table) |
| Vested vs. unvested; options/derivatives | No director equity awards or options disclosed for FY2025 |
| Shares pledged as collateral | Not disclosed in proxy; no pledging noted for directors in ownership table footnotes |
| Recent Form 4 activity | No Form 4 insider transactions located for “Paula Cotter” between 2024-01-01 and 2025-11-20 (insider-trades skill query; date field=transactionDate). |
Governance Assessment
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Strengths
- Independent status with relevant, hands-on banking operations expertise; supports board oversight of deposit, service, and control environments .
- Active governance: Meets attendance thresholds; serves on Compensation Committee overseeing CEO/executive pay frameworks and succession planning .
- No related-party transactions involving directors/officers above disclosure thresholds; Company reports only ordinary-course loans/deposits and minimal legal fees to one director’s law office ($2,030) unrelated to Cotter .
-
Alignment and risk considerations
- Low direct ownership (2,500 shares, <1%): alignment primarily via fiduciary duty rather than equity stake; absence of director equity retainer may limit long-term equity alignment .
- Hedging policy gap: Company has not adopted an anti-hedging policy for employees, officers, and directors—an investor-alignment red flag in many governance frameworks .
- Network ties: Shared EBSB background with CEO Carroll and director Merritt could concentrate perspectives/information channels; while not impairing independence under Nasdaq rules, it may merit monitoring of committee independence and challenge culture .
- Role duality note: Cotter signs as Corporate Secretary for proxy communications. The Board still designates her “independent,” but role clarity and reporting lines should be understood by investors in ongoing governance evaluations .
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Bottom line: Cotter adds deep operational banking expertise and fulfills independence and attendance standards. Key watch items for investors are equity alignment (cash-only director pay), the company’s lack of a hedging policy, and board network ties stemming from shared EBSB histories, with continued focus on Compensation Committee independence and rigor in pay-for-performance oversight .