CARV 8-K
Carver Bancorp Inc (CARV)
8-K
2023-08-14
For: 2023-08-11
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2023
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 ) 360-8820
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 11, 2023, the Boards of Directors of Carver Bancorp, Inc. (the “Company”) and Carver Federal Savings Bank
(the “Bank”) each unanimously appointed Craig C. MacKay as Interim President and Chief Executive Officer, effective October 1, 2023. Mr. Mackay is currently a director of each of the Company and the Bank. The Company previously announced that its
current President and Chief Executive Officer, Michael T. Pugh, will depart on September 30, 2023, to become the Chief Executive Officer of the Local Initiatives Support Coalition, a national nonprofit organization.
A national search is underway to find a permanent President and Chief Executive Officer to lead the Company in its ongoing mission to
provide banking services and business capital to diverse urban communities throughout Greater New York City.
Mr. MacKay, age 60, is a Senior Advisor and a former Managing Director of England & Company. He has over 33 years of investment
banking experience focused on corporate financings, private investments, and M&A advisory for middle market companies. He previously headed the Private Finance groups at Oppenheimer & Company, Canadian Imperial Bank of Commerce, SunTrust
Robinson Humphrey, and was the Managing Member and founder of HNY Associates, a private merchant bank and advisory services firm. Since beginning his banking career at Bankers Trust Company in 1989, he has completed over $12 billion of middle-market
domestic and cross-border capital and corporate advisory engagements. Mr. MacKay has executed over 100 acquisition financings, leverage recapitalizations, growth capital-raises, and refinancings as a trusted advisor across a broad spectrum of
industrial sectors, including healthcare, business services, financial services, manufacturing and consumer retail. He has served on numerous public and private corporate boards, non-profit boards and advisory councils, and currently serves on the
board of trustees of the Pioneer Funds (NASDAQ:PIODX) and the board of directors of Equitable Holdings (NYSE:EQH). Mr. MacKay earned both his Bachelor of Science degree in Economics and Master of Business Administration degree in Finance at the
Wharton School of the University of Pennsylvania. There are no transactions requiring disclosure pursuant to Item 404 of Regulation S-K.
On August 14, 2023, the Company issued a press release announcing the appointment of Mr. MacKay as Interim Chief Executive Officer and
Interim President. That press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits.
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Exhibit No. Description
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| 104.1 |
The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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CARVER BANCORP, INC.
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DATE: August 14, 2023
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By:
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/s/ Isaac Torres
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Isaac Torres
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SVP, General Counsel and Corporate Secretary
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EXHIBIT 99.1
Carver Bancorp, Inc. Names Craig C. MacKay Interim CEO
NEW YORK, Aug. 14, 2023 /PRNewswire/ -- Carver Bancorp, Inc. (Nasdaq: CARV) ("Carver"), the holding company for Carver Federal Savings Bank (the "Bank") announced today that its board of
directors unanimously appointed Craig C. MacKay as interim President & CEO, effective October 1, 2023. His appointment will facilitate a smooth leadership transition until a permanent President & CEO is named after a national search is
conducted. Carver previously announced that its current President & CEO, Michael T. Pugh, will depart on September 30, 2023, to become the CEO of the Local Initiatives Support Coalition (“LISC”), a national nonprofit organization.
A national search is underway to find a permanent President & CEO to lead Carver in its ongoing mission to
provide banking services and business capital to diverse urban communities throughout Greater New York City.
Lewis P. Jones III,
Chairman of the Board, commented, "Craig is a seasoned and accomplished executive in the financial services industry. Combined with his Carver board service, he is well suited to lead the company as interim President & CEO. Craig has
the full support of the Carver Board."
Mr. MacKay has been an independent director of Carver since February 2017. He is currently Senior Advisor at England
& Company. He also serves as an Independent Director of Equitable Holdings and an Independent Trustee of Pioneer Funds. Earlier in his career, Mr. MacKay headed the Private Finance Group at Oppenheimer & Company. Before his tenure at
Oppenheimer, he was head of Private Finance at SunTrust Robinson Humphrey. Mr. MacKay earned both a B.S. in Economics and an MBA from the Wharton School of Business at the University of Pennsylvania.
Craig C. MacKay stated, "I’m honored to be named interim President & CEO of this historic institution, which has served the banking needs of traditionally
underserved communities throughout Greater New York City for 75 years. I’ve worked closely with senior leadership and members of the Carver family and admire their collective commitment to leveling the playing field by providing comprehensive
financial advice, access to capital, and wealth enhancing opportunities. I look forward to continuing our growth in services and deepening our retail and commercial banking relationships."
Mr. MacKay will work closely with Mr. Pugh and the senior leadership team over the coming weeks to ensure a smooth leadership
transition.
About Carver Bancorp,
Inc.
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve African-American and Caribbean-American communities in New York whose residents, businesses, and institutions had limited access to mainstream financial services. The
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve African-American and Caribbean-American communities in New York whose residents, businesses, and institutions had limited access to mainstream financial services. The
U.S. Treasury Department has designated Carver as a Community Development Financial Institution ("CDFI") because of its
community-focused banking services and dedication to its local community's economic viability and revitalization. Carver is one of the largest African- and Caribbean-American managed banks in the United States. The Bank recently expanded its online
presence to include consumer checking and savings accounts across nine states, from Massachusetts to Virginia, and Washington, DC. For further information, please visit the Company's website at www.carverbank.com. Be sure to connect with Carver on Facebook, LinkedIn, and Twitter.
Certain statements in this press release are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements
due to a variety of factors, risks, and uncertainties. More information about these factors, risks, and uncertainties is contained in our filings with the Securities and Exchange Commission.
Investors:
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