Form 8-K - Current report

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

CARVER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-13007		13-3904174
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

75 West 125th Street, New York, New York			10027-4512
(Address of Principal Executive Offices)			(Zip Code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CARV	NASDAQ

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

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

(a)	Financial Statements of Businesses Acquired. Not applicable.

(b)	Pro Forma Financial Information. Not applicable.

(c)	Shell Company Transactions. Not applicable.

(d)

Exhibits.

Exhibit No. Description

99.1

News release dated August 11, 2023.

104.1

The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.

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.

		CARVER BANCORP, INC.
DATE: August 14, 2023	By:	/s/ Isaac Torres
		Isaac Torres
		SVP, General Counsel and Corporate Secretary

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

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.

Media:
Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com

Investors:
ir@carverbank.com

Document and Entity Information	Aug. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2023
Entity File Number	001-13007
Entity Registrant Name	CARVER BANCORP, INC.
Entity Central Index Key	0001016178
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3904174
Entity Address, Address Line One	75 West 125th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10027-4512
City Area Code	212
Local Phone Number	360-8820
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CARV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false