UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street NE
Washington, D.C. 20549
_________________
FORM 10-K/A
(Amendment No. 11)
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
þAnnual Report Pursuant to Section
SANNUAL REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Endedfiscal year ended March 31, 20102016
orOR
oTransition Report Pursuant to Section
£TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No.Number: 001-13007
Carver Bancorp, Inc.CARVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware13-3904174
(State or Other Jurisdiction of Incorporation or Organization)13-3904174(I.R.S. Employer Identification No.)
  
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
75 West 125th125th Street, New York, NYNew York10027
(Address of Principal Executive Offices)(Zip CodeCode)
(212) 360-8820
(Registrant’sRegistrant's telephone number)number, including area code: (718) 230-2900
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Common Stock, $0.01 par value $.01 per shareNASDAQ Capital Market
(Title of Class)The NASDAQ Stock Market, LLC(Name of each Exchange on which registered)
Securities Registered Pursuantregistered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YESo NOþYes   x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   YESo NOþYes   x No
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YESx Yes o NOþNo.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period t hatthat the registrant was required to submit and post such files). YESx Yes   o NOþNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þo.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a non-accelerated filer. as definedsmaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).Act. (Check one):
Large accelerated filer
o Large Accelerated Filer
Accelerated filer
o Accelerated Filer   
Non-accelerated filer
o Non-accelerated Filer 
xSmaller Reporting Companyþ
Indicate by check mark whether the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YESo NOþYes  x No
As of February 16, 2011,March 31, 2016 there were issued and outstanding 2,524,6913,696,087 shares of common stock of the Registrant’s Common Stock.
Registrant outstanding.  The aggregate market value of the voting and non-votingRegistrant's common equitystock held by non-affiliates, as of September 30, 2015 (based on the closing sales price of $6.65 per share of the Registrant, computed by reference to the last sale priceregistrant's common stock on February 16, 2011, is $3,938,518.September 30, 2015) was approximately $24,578,979.
DOCUMENTS INCORPORATED BY REFERENCE
1. None


CARVER BANCORP, INC.
2016 ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS


Item 10. Directors, Executive Officers and Corporate GovernancePage
PART III
Item 11. Executive Compensation3
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Explanatory Note
Item 13. Certain Relationships and Related Transactions, and Director Independence3
ITEM 10.
Item 14. Principal Accounting Fees and ServicesDIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
4
ITEM 11.
SIGNATURESEXECUTIVE COMPENSATION
9
ITEM 12.
Exhibit 31.1SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
27
ITEM 13.
Exhibit 31.2CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
30
ITEM 14.
Exhibit 32PRINCIPAL ACCOUNTANT FEES AND SERVICES
31
SIGNATURES
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Explanatory Note

PART III

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed by Carver Bancorp, Inc. (the “Company”) to amend itssupplements our Annual Report on Form 10-K for the year ended March 31, 2010,2016, which we filed with the Securities and Exchange Commission on July 15, 2010August 12, 2016 (the “Original Filing”). We are filing this amendment solely to includeprovide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K.
In addition, we have filed the Annual Reportfollowing exhibits herewith:
Exhibit 31.1 - Certifications of the Chief Executive Officer;
Exhibit 31.2 - Certifications of the Chief Financial Officer;
Exhibit 32.1 - Written Statement of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350; and
Exhibit 32.2 - Written Statement of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
Except as described above, no other changes or amendments are being made to our annual report on Form 10-K.10-K filed on August 12, 2016.

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Item 10.
Directors, Executive Officers and Corporate Governance.

Directors
Item 10.Directors, Executive Officers and Corporate Governance.
Our Board of Directors presently consists of eleven members. Our Certificate of Incorporation provide that our Board of Directors shall be divided into three classes, and one class of Directors is to be elected annually. Our Directors are generally elected to serve for a three-year period, or a shorter period if the Director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify.

The business experience for at least the past five years of each member of the Board of Directors is set forth below. The biographies also contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating/Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director. Age information is as of March 31, 2016. The indicated period for service as a director includes service as a director of the Bank.

Terms Expiring at the 2016 Annual Meeting of Shareholders
Pazel G. Jackson, Jr.,has been a member of the Board of Directors of Carver Bancorp, Inc. and Carver Federal Savings Bank since 1997. Mr. Jackson retired as Senior Vice President of JPMorgan Chase in 2000. During his 37-year career in banking, Mr. Jackson held positions of increasing responsibility at JPMorgan Chase, Chemical Bank, Texas Commerce Bank and the Bowery Savings Bank. Most recently, from January 1995 to 2000, Mr. Jackson was responsible for mortgage market development throughout the United States for JPMorgan Chase. His prior positions included Senior Credit Officer of Chemical Mortgage Company, Business Manager of Chemical Mortgage Division, Chief Lending Officer of Bowery Savings Bank and Marketing Director of Bowery Savings Bank. Mr. Jackson was formerly Vice-Chairman of the Battery Park City Authority and formerly Chairman of The Mutual Real Estate Trust. Mr. Jackson is a licensed Professional Engineer with more than 16 years of senior management experience in design and construction. Mr. Jackson earned B.C.E. and M.C.E. degrees from the City College of New York, an M.B.A. from Columbia University and a Doctorate in Business Policy Studies from Pace University in New York. Mr. Jackson’s extensive senior level banking experience, including his extensive lending and real estate experience, coupled with his advanced formal education, has given him front-line exposure to many of the issues facing Carver, as well as valuable insight needed as Chairman of the Asset Liability and Interest Rate Risk Committee.
Susan M. Tohbeis an owner and manager of Peterson County LLC, a real estate investment, development and management company with properties principally located in Connecticut. At Peterson County, Ms. Tohbe directs the financial operations and manages the portfolio of low-income tenant apartment buildings. Prior to joining Peterson County in 2001, Ms. Tohbe was Chief Financial Officer of the Mashantucket Pequot Tribal Nation, the owners of the Foxwoods Resort Casino, several other hotel properties, commercial real estate, a nationwide pharmaceutical distribution network, and other operations which were as diverse as shipbuilding and ferry operations, and the construction and operation of the $200 million Pequot Museum and Research Center. In addition, she oversaw the $350 million annual government budget, covering the costs of managing the reservation and the health and welfare of the Tribe. Prior to that, Ms. Tohbe held Chief Financial Officer positions at J.M. Huber Corporation in Edison, New Jersey, and The Oakland Tribune in Oakland, California. She also served as a Senior Vice President of Bank of America’s World Banking Group, where she was responsible for all aspects of the group’s financial operations. Ms. Tohbe has served on the boards of the California Public Employees Retirement System (“CalPERS”), Pacific Gas & Electric Nuclear Decommissioning Trust, Mills College, San Francisco Ballet, and Catalyst. Ms. Tohbe holds an M.B.A and B.A. from the University of California, Berkeley. Ms. Tohbe’s extensive experience in runningoperating her own company focused on providing housing and real estate development, in addition to her experience as the chief financial officer at several organizations, bring valuable business and leadership skills and financial acumen to the Board in furtherance of its objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to Carver.
Deborah C. Wrightis Chairman President and Chief Executive Officerof the Boards of Carver and Carver Federal. Ms. Wright haspreviously held the titles President andtitle of Chief Executive Officer sincefrom June 1, 1999 to December 31, 2014 and the Board of Directors elected her to the post of Chairman in February 2005. Ms. Wright was formerly Senior Fellow for Economic Opportunity and Assets at the Ford Foundation from January 2015 to June 2016.Prior to joining Carver in June 1999, Ms. Wright was President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation,UMEZ, a position she had held since May 1996. She previously served as Commissioner of the Department of Housing Preservation and Development under Mayor Rudolph W. Giuliani from January 1994 through March 1996. Prior to that appointment, Mayor David N. Dinkins appointed Ms. Wright to the New York City

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Housing Authority Board, which manages New York City’s 189,000 public housing units. Ms. Wright serves on the boards of Kraft Foods Inc., Time Warner Inc., where she chairs the Audit and Finance Committee, The Partnership for New York City, and Sesame Workshop. She is a member of the Board of Managers of the Memorial Sloan-Kettering Cancer Center. Ms. Wright previously served on the Board of Directors of Kraft Foods Inc., where she chaired the Compensation Committee and the Public Affairs Committee. Ms. Wright earned A.B., J.D. and M.B.A. degrees from Harvard University. Ms. Wright brings strong and broad financial services and management experience to the Board, as well as a deep understanding of the Company’sCarver’s business, operations, urban consumer and international marketplace, and the economic and regulatory environment in which Carver operates.

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Terms Expiring at the 2017 Annual Meeting of Stockholders:

Robert Holland, Jr.is a Corporate Director, Managing Partner, Chief Mentor and Advisory Board member of Essex Lake Group, LLC an international profit enhancement firm that specializes in the application of granular-level modeling and analytics techniques. Unrelated, Mr. Holland is also in the preliminary stages of developing a fund to invest in mid cap businesses in West Africa. Just prior to these initiatives he was a General Partner with Cordova, Smart & Williams, LLC, a New York based private equity firm. From 1997 to 2001,he was Chairman and Chief Executive Officer of Workplace Integrators; a company he built into one of the largest Steelcase Office Furniture dealerships in the United States. Mr. Holland was formerly President and Chief Executive Officer of Ben & Jerry’s, Chairman and Chief Executive Officer of Rokher-J, Inc., a New York-based holding company that participates in business development projects and provides strategy development assistance to senior management of major corporations, and a partner with the consulting firm McKinsey & Company. Mr. Holland is a member of the Boards of Directors of Lexmark International, Inc., and the Harlem Junior Tennis Program. He previously served on the Board of Directors of YUM Brands, Inc., Singapore-based Neptune Orient Lines and Research Corporation for the Science Advancement and the Harlem Junior Tennis Program. Mr. Holland was formerly Vice Chairman of the Board of Trustees of Spellman College and was formerly a member of the Executive Board of the Harvard Journal of African-American Public Policy. Mr. Holland brings a breadth and depth of international and domestic operations, strategic planning, corporate governance and marketing, experience to the Board. His background as the chief executive officer and director of several corporations gives him a unique perspective and understanding of the responsibilities and duties of managing an institution like Carver.
Janet L. Rolléis currently recently served as Executive Vice President and Chief Marketing Officer of CNN Worldwide. Prior to joining CNN Worldwide in April 2011, Ms. Rollé was Executive Vice President and Chief Marketing Officer of BET Networks from April 2007 to March 2011. In that role, Ms. Rollé directed brand, marketing and creative strategy for all businesses of BET Networks. Before joining BET Networks inFrom 2005 to 2007, Ms. Rollé wasserved as Vice President and General Manager of AOL’s affinity websites, AOL Black Voices and the 10 websites in AOL Women’sWomen's & Lifestyle category. Ms. Rollé was previously Vice President, Programming Enterprises and Business Development at MTV Networks, responsible for growing revenue at VH1 and Country Music Television. Ms. Rollé began her career at Home Box Office (“HBO”), holding positions including Special Assistant to the Chairman, and Director of Marketing and New Media, for the video division of HBO. Ms. Rollé holds an M.B.A. from Columbia University and a B.F.A. from the State University of New York, Purchase. She currently serves on the Board of Directors of the American Foundation for the University of the West Indies. She previously served on the Nominating Committee for the Board of Directors of the United States Tennis Association. Ms. Rollé’s experience in marketing to diverse constituencies will greatly improve the Company’simproved Carver’s ability to address the needs of the changing communities it serves.
Dr. Samuel J. DanielLewis P. Jones IIIis Managing Principal Co-Founder at 5 Stone Green Capital, an asset management firm that focuses on energy efficient and sustainably designed green real estate developments, since 2010. Mr. Jones was an executive from 1988 to 2009 at JPMorgan Chase (and predecessor banks), including serving as the Co-Portfolio Manager of the JPMorgan Urban Renaissance Property Fund and a senior member of the staff of St. Luke’s-Roosevelt Hospital Center— Continuum Health Partners Inc. Dr. Daniel isAcquisitions Team at JP Morgan Asset Management. Mr. Jones also a memberpreviously served as President of the Faculty ofChase Community Development Corporation. Mr. Jones earned his undergraduate degree from Harvard University and a law degree and MBA from Columbia University’s College of PhysiciansUniversity. Mr. Jones’s expertise in community development and Surgeons From 2001 to 2010, Dr. Daniel wasgreen real estate lending and investment offers Carver a unique perspective on burgeoning opportunities in its market area.
Colvin W. Grannum is President and Chief Executive Officer of North General Hospital. From 1998 to 2001, Dr. Daniel was the Medical Director and Director of Medicine at North General Hospital. From 1994 to 1999, Dr. Daniel was the Program Director of the North General Hospital Internal Medicine Residency Program and the Hospital’s Chief of Gastroenterology. Dr. Daniel is a Diplomat of the American Board of Internal Medicine and Gastroenterology and has various board memberships and affiliations with a number of distinguished medical and civic organizations. Dr. Daniel has broad experience in the management and oversight of consumer businesses through his serviceBedford Stuyvesant Restoration Corporation, since 2001. Previously, Mr. Grannum served as Chief Executive Officer at Bridge Street Development Corporation. Prior to his career in community development, Mr. Grannum practiced law for more than 17 years. Mr. Grannum earned

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an undergraduate degree from University of North General Hospital. Dr. Daniel’s experience in the healthcare industry, combined with his managementPennsylvania and leadership skills, bring a unique perspectivelaw degree from Georgetown University Law Center. Mr. Grannum’s legal background and significant expertise in operations, management and strategic planning which is important to Carver. In addition, Dr. Daniel’s prior service tocommunity development in New York City offers Carver a greater depth of understanding on the Harlem community brings an in depth knowledge and understanding about Carver, its mission,Bank’s market area and the needs of the changing communities Carverthat it serves.

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Terms Expiring at the 2018 Annual Meeting of Stockholders:


Robert R. Tarterretired in 2009 as an Executive Vice President of the State Street Corporation, which he joined in 1994. Mr. Tarter held several executive level positions during his tenure with State Street, most recently as head of the Global Relationship Management Group and prior to that as head of Institutional Investor Services with responsibility for State Street’s North American investment servicing business for institutional clients. Before joining State Street Corporation, Mr. Tarter spent more than 20 years at Bankers Trust in corporate banking. Mr. Tarter earned his undergraduate degree from the Wharton School at the University of Pennsylvania. Mr. Tarter is vice chairmana member of the boardboards of the Partnership, Inc.,Immokalee Foundation and the Naples Shelter for Abused Women and Children, and a member of the Executive Leadership Council. Mr. Tarter’s long financial services career brings to the Board an in depth understanding of banking and the issues facing the industry, experience in addressing these issues and the skills to assist management oversee Carver’s lending, finance, and real estate businesses.
Kenneth J. Knuckles is President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation (“UMEZ”), since 2003. Mr. Knuckles is also Vice Chair of the New York City Planning Commission. Prior to joining UMEZ, Mr. Knuckles was Vice President of Support Services and Chief Procurement Officer at Columbia University. Mr. Knuckles earned his undergraduate degree from the University of Michigan and his law degree from Howard University School of Law. Mr. Knuckles’s experience in New York City community development issues contributes to Carver’s mission to the communities it serves.
Ingrid LaMae deJongh is Chief Scaling Officer at Success Academy Charter Schools in New York City. She was formerly a partner at Accenture from 1987 to 2012, where she provided consulting, technology and outsourcing solutions and had a leadership role in the firm’s North America Capital Markets practice.  Alongside her client service work, Ms. deJongh helped addressed Accenture’s human capital strategy, bringing focus to the recruitment, retention, development and advancement of talent; inclusion and diversity; and corporate citizenship.  She also contributed to strategy-setting and day-to-day operations of Accenture through participation on the CEO Advisory Council, North America Leadership Team, Accenture US Foundation, and Accenture US Investments/Benefits Co. Ms. deJongh earned her undergraduate degree from Princeton University. Ms. deJongh’s prior experience as a consultant developing new business strategies and models for financial institutions brings the Board a greater depth of understanding on banking industry trends and strategies.
Michael T. Pugh, 43, is President, Chief Executive Officer and a member of the Board of Directors of Carver, since January 2015.  From January 2013 through December 2014, Mr. Pugh served as Carver’s President and Chief Operating Officer.  In 2012, he was Carver’s Chief Revenue Consultant, focusing on redesigning its business strategy, management structure and related processes.  Mr. Pugh is a retail banking veteran of more than 22 years, and has led teams of up to 600 associates in consumer and business banking, residential lending, and call center operations.  He has been a critical leader in bank technology integrations, launching new lines of business, and executing new growth market strategies.  Prior to joining Carver in August 2012, Mr. Pugh worked at Capital One, N.A., as Senior Vice President, Regional Executive and Market President of the Eastern Maryland, Delaware and Washington, D.C. markets.  Prior to his tenure at Capital One, he was a Senior Vice President, Retail Banking Executive for Citizens Financial Group, Citizens Bank.  He led retail banking teams in the Michigan and Indiana markets with up to 67 banking centers.  Mr. Pugh is a board member for several nonprofit organizations, including the Community Development Bankers Association and the Society for Financial Education and Professional Development, where he serves as Chairman.  He earned a B.S. in Health Administration from Eastern Michigan University, and completed advanced management training at Babson College.
Executive Officers of Carver and Carver FederalWho Are Not Also Directors
Biographical information for Carver’s executive officers who are not directors is set forth below. Such executive officers are officers of Carver and Carver Federal. The information

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Executive Officers
Christina L. Maier, 62, is providedFirst Senior Vice President and Chief Financial Officer, since March 2016. Prior to joining Carver, Ms. Maier served as of February 16, 2011.
Executive Officers
Chris McFadden,47 is Executive Vice President and Chief Financial Officer of Carver and Carver Federal. Prior to joining Carver in September 2009 Ms. McFadden was Chief Financial Officer and Chief Administrative Officer of Popular North America. Ms. McFadden has over 24 years of experience, combining her accounting and finance skills with her commercial banking experience.Patriot National Bancorp, Inc. from 2013 through March 2016. Prior to her joining Banco Populartime with Patriot National Bancorp, Inc., Ms. Maier spent over a decade in 2000, Ms. McFadden held senior financial managementleadership positions at other financial institutions, including Provident New York Bancorp and Hudson United BancorpBancorp. Ms. Maier earned an M.B.A. in New Jersey and Sovereign Bank in Pennsylvania. She served on the Board of Directors of the Banco Popular Foundation and previously served on the New York Advisory Board for Youth About Business and the New York Chapter of Operation Hope. Ms. McFadden is a certified Lean and Six Sigma practitioner. She received her MBAFinance from St. Joseph’s University in Philadelphia, PA, withThomas Aquinas College and a concentration in Finance and earned her B.S. in Accounting from Albright College, Reading, PA.Fairleigh Dickinson University.
MarkJames A. Ricca,Raborn, 53,is Executive Vice President, Chief Risk Officer and General Counsel of Carver and Carver Federal Savings Bank. Mr. Ricca joined Carver in 2008 with more than twenty years of experience in the banking business. Prior to joining Carver, Mr. Ricca held several positions at New York Community Bancorp, Inc. and its principle subsidiary, New York Community Bank, beginning in 2000 and finishing in 2007 as its ExecutiveFirst Senior Vice President, General Counsel and Assistant to the Chief Operating Officer, after whichManager of Loan Workout and Loss Mitigation.  Mr. RiccaRaborn joined Carver in April 2011 from Emigrant Bank where he served as First Vice President and Director of Foreclosure/Real Estate Owned for about four years.  Mr. Raborn was responsible for oversight and management of a legal consultantlarge volume of non-performing residential and lectured for Learning Dynamics.commercial loans while at Emigrant.  Prior to thisthat Mr. Ricca held various positions at Haven Bancorp, Inc., and its principal subsidiary, CFS Bank, as Senior Vice President, Residential and Consumer Lending, Corporate Secretary, GeneralRaborn was Counsel and Chief Compliance Officer and was a partner inwith the law firm of RiccaRiker Danzig Scherer Hyland & Donnelly. Prior to that,Perretti LLP in Morristown, New Jersey for over ten years.  While at Riker Danzig, Mr. Ricca workedRaborn had an extensive real estate litigation practice and tried numerous cases involving real estate or real estate related issues.  Mr. Raborn was also an Associate at the law firm of Norris McLaughlin & Marcus in Somerville, New Jersey for General Electric Company, holding various positionsapproximately three years.  Immediately after graduating from law school, Mr. Raborn completed two, one year judicial clerkships with the Honorable Daniel H. Huyett, Judge, United States District Court for the Eastern District of Pennsylvania and the Honorable Stephen Skillman, Appellate Judge, Superior Court of New Jersey, Appellate Division.  Mr. Raborn is a member of the New Jersey and Pennsylvania (inactive) bars.   He received his juris doctor degree with honors from Rutgers University, Camden in finance, auditing, management and financial sales.May 1988. Mr. Ricca holds a BachelorRaborn graduated cum laude from Tulane University, College of Arts and Sciences in May 1985 where he received his bachelors degree in economics from the University of Notre Dame, a juris doctorate, cum laude, Law Reviewhistory and Jurisprudence Award recipient from St. Johns University, School of law, an LL.M. from New York University, School of Law, and is the Chairman’s Award recipient, honors graduate and class president of the American Bankers’ Association National School of Banking.political science.
James BasonBlondel A.Pinnock, 55,48, is Senior Vice President and Chief Lending Officer. He joined Carver in March 2003. Previously, Mr. Bason was Vice President and Real Estate Loan Officer at The BankMs. Pinnock previously held the position of New York where he had been employed since 1991 when The Bank of New York acquired Barclays Bank (where he had been employed since 1986). At The Bank of New York, he was responsible for developing and maintaining relationships with developers, builders, real estate investors and brokers to provide construction and permanent real estate financing. At Barclays, Mr. Bason began his career in residential lending and eventually became the bank’s CRA officer. Mr. Bason earned a B.S. in Business Administration from the State University of New York at Oswego. Mr. Bason has many years experience in lending, during a variety of real estate markets.

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Blondel A. Pinnock, 43, is Senior Vice President of Carver Federal Savings Bank and President of Carver Community Development Corporation.  Ms. PinnockShe joined Carver in April 2008. Prior to joining Carver, Ms. Pinnock was Senior Vice President of Bank of America where she was a community development lender and business development officer. Ms. Pinnock has over a ten-year backgroundten years of experience in financing the development of residential and commercial real estate projects located within low and moderate income neighborhoods throughout New York City and outlying areas. Prior to her tenure at Bank of America, Ms. Pinnockworked as counsel and deputy director for the New York City’s Housing, Preservation and Development Department’s Tax Incentives Unit, where she assisted in the implementation of the City’sCity's real estate tax programs for low, moderate and market rate projects.  She earned a B. A. from Columbia College and a J. D. from Hofstra University School of Law.
Margaret D. Floyd, 60,John F. Spencer,51, is Senior Vice President and Chief Human Resources Officer. Ms. Floyd joined CarverInformation Technology and Operations Officer of Carver. Mr. Spencer was promoted in November 19992013 from his prior position as Senior Vice President and Chief Administrative Officer from Deutsche Bank where she had served as a Compensation Planning Consultant in Corporate Human Resources. Prior to that, Ms. Floyd was a Vice President and Senior Human Resources Generalist for Citibank Global Asset Management. Ms. Floyd also has 10 years of systems and technology experience from various positions held at JP Morgan and Chase Manhattan Bank. Ms. Floyd earned a B.P.S. degree from Pace University, an M.B.A. from Columbia University as a Citicorp Fellow, and has been designated a Certified Compensation Professional by the American Compensation Association and a Senior Professional in Human Resources by the Human Resource Certification Institute.
John F. Spencer,45, is a Senior Vice President and Chief Retail Officer of Carver Federal Savings Bank.Federal. Mr. Spencer joined Carver in February 2009 fromafter 22 years at JP Morgan Chase where he held several management positions in Retail Sales/Customer Service, Audit, and Operations Management. Additionally, he served as a Branch Administration Executive for the bank’s Retail Division, supporting a network with 700 branches, and over $50 billion in deposits. Mr. Spencer has a proven record of accomplishment of operational excellence. He has significant experience in Retail Bank merger integration, and has participated in Six Sigma Methodology projects. He earned a B.A. in Banking and Finance from Pace University.
David Toner, 48, is Senior Vice PresidentSection 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Carver’s directors and Controller. Prior to joining Carver in December 2009, Mr. Toner spentexecutive officers, and persons who own more than 20 yearsten percent of a registered class of Carver’s equity securities, to file reports of ownership and changes in ownership with Citigroup in various financial control positions in the United States and Europe, including serving as Chief Financial Officer of Citigroup’s Community Development business from 2004 through 2007. Prior to joining Citigroup in 1987, Mr. Toner held various audit positions with Deloitte & Touche (formerly Deloitte, Haskins & Sells). Mr. Toner is a certified public accountant. He received his M.B.A. in Finance, with a concentration in International Business, from the Stern School of Business at New York University and his B.S. in Accounting, summa cum laude, from the Haub School of Business at Saint Joseph’s University. He is a member of the Board of Visitors (advisory board) for the Haub School of Business and a member of the New York Alumni Council for Saint Joseph’s University.

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Corporate Governance
General
The Board of Directors of the Company is committed to strong and effective corporate governance measures. The Board has developed, and continues to review, policies and practices covering the operation of the Board and its committees, including their composition and responsibilities, the conduct of Board meetings and the structure and role of the Board’s committees and related matters, including those discussed below and throughout this proxy statement. Among these measures are the following:
Independence.Under the Company’s Bylaws, at least three members of the Board must be independent under the criteria set forth in the Bylaws and, as a company listed on the NASDAQ Global Market, a majority of the Company’s Board must be independent under the criteria set forth in its listing requirements. In addition, pursuant to listing requirements of the NASDAQ Stock Market and the respective committee charters, all members of the Finance and Audit Committee, the Nominating/Corporate Governance Committee and the Compensation Committee must be independent.
Board Leadership Structure.The Board of Directors combines the position of Chairman of the Board with the position of Chief Executive Officer, coupled with a lead independent director position, discussed below, to further strengthen the Company’s corporate governance structure. The Board of Directors believes this provides an efficient and effective leadership model for the Company. Combining the Chairman of the Board and Chief Executive Officer positions fosters clear accountability, effective decision-making, and alignment on corporate strategy. To assure effective independent oversight, the Board has adopted a number of governance practices, including holding executive sessions of the independent directors, as needed.
Lead Independent Director.The Board of Directors has created the position of lead independent director, whose primary responsibility is to preside over periodic executive sessions of the independent members of the Board of Directors. The lead independent director also prepares the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the Board of Directors regarding the actions and recommendations of the independent directors. The independent members of the Board of Directors have designated Robert Holland, Jr. to serve in this position for fiscal year 2011.
Board’s Role in Risk Oversight.The Board’s role in the Company’s risk oversight process includes developing an understanding of banking and risk management (including capital requirements, asset quality control, management requirements, sources of earnings, liquidity, interest rate risk exposure and internal controls to mitigate that exposure), receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic and reputational risks. The full Board (or the appropriate committee in the case of risks that are reviewed and discussed at committee meetings) receives these reports from the appropriate “risk owner” within the organization to enable the Board or appropriate committee to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the chairman of the relevant committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the Board’s risk oversight role, particularly with respect to risk interrelationships.
Director Terms.Directors generally serve for three-year terms and until their successors are elected and qualified. See “Proposal One—Election of Directors—General.”

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Executive Sessions.The Board of Directors holds executive sessions for non-employee directors only at which management is not present. These sessions are presided over by Robert Holland, Jr., the presiding independent director. In addition, the Finance and Audit Committee regularly holds sessions at which management is not present, including sessions with the Company’s independent auditors and internal auditors at which management is not present. Each director also has access to any member of management and the Company’s independent auditors.
Outside Advisors.The Board and its committees may retain outside advisors and consultants as they, in their discretion, deem appropriate.
Board Self-Evaluation.The Nominating/Corporate Governance Committee, among other things, reviews the Company’s and the Board’s governance profile. In addition, the Board and its committees regularly review their role and responsibilities, composition and governance practices.
Corporate Governance Principles
The Board of Directors adopted Corporate Governance Principles during the fiscal year ended March 31, 2004. From time to time, the Board anticipates that it will revise the Corporate Governance Principles in response to changing regulatory requirements, evolving best practices and the concerns of the Company’s stockholders and other constituents. The Corporate Governance Principles are published on the Company’s website atwww.carverbank.com in the Corporate Governance section of the Investor Relations webpage.
Director Independence Determination
The Board of Directors has determined that each of its non-management directors is independent according to the Board’s independence standards as set out in its Bylaws, Corporate Governance Principles, applicable rules of the SEC and the rules of the NASDAQ Stock Market. They are Dr. Samuel J. Daniel, Robert Holland, Jr., Pazel G. Jackson, Jr., Janet L. Rollé, Robert R. Tarter and Susan M. Tohbe. The Board determined that Deborah C. Wright was not independent because she is currently an executive officer of the Company.
Communications with Board of Directors
The Board of Directors welcomes communications from Carver stockholders. Interested parties may contact the Board of Directors at the following address:
Board of Directors
c/o Corporate Secretary
Carver Bancorp, Inc.
75 West 125th Street
New York, NY 10027
Communications may also be sent to individual directors at the above address.
The Company’s Secretary has the responsibility to collect mail for directors, forward correspondence directed to an individual director to that director in a timely manner, and to screen correspondence directed to multiple directors or to the full Board in order to forward it to the most appropriate committee chairperson or the full Board given the nature of the correspondence. Communications to the Board or any individual director that relate to the Company’s accounting, internal accounting controls or auditing matters will also be referred to the chairman of the Finance and Audit Committee. Other communications will be referred to the appropriate committee chairperson.

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Financial Expert, Audit Committee Independence and Financial Sophistication
The Board of Directors has determined that Robert R. Tarter, Pazel G. Jackson, Jr. and Susan Tohbe each qualifies as an “audit committee financial expert” and is financially sophisticated, and that each member of the Finance and Audit Committee is independent within the meaning of applicable SEC rules and meets the definition of independence in the NASDAQ Stock Market rules.
Director Selection Process
The Company’s Nominating/Corporate Governance Committee is charged with the responsibilities described under “Board and Committee Meetings—Nominating/Corporate Governance Committee.”
Among the Nominating/Corporate Governance Committee’s responsibilities is to identify and recommend to the Board candidates for election as directors. The committee considers candidates suggested by its members, otherOfficers, directors and greater than ten percent stockholders asare required by SEC regulation to furnish Carver with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished to Carver, or written representations that no forms were necessary, in anticipation of upcoming director elections and other potential or expected Board vacancies. The committee is also authorized, atCarver believes that, during the expense of the Company, to retain search firms to identify candidates, as well as external legal, accounting or other advisors. The committee will provide guidance to search firms it retains about the particular qualifications the Board is then seeking. No search firms or other advisors were retained by the committee inlast fiscal year, 2010.all filing requirements applicable to its directors, officers and greater than ten percent stockholders of Carver were complied with.
All director candidates, including stockholder nominees, are evaluated on the same basis. In determining the needs of the Board and the Company, the Nominating/Corporate Governance Committee considers the qualifications of sitting directors and consults with other members of the Board, the Chief Executive Officer and, where appropriate, external advisors. Generally, the committee believes that all directors should exemplify the highest standards of personal and professional integrity should have broad experience in positions with a high degree of responsibility and the ability to commit adequate time and effort to serve as a director. Directors will assume the responsibility of challenging management through their active and constructive participation and questioning in meetings of the Board and its various committees, as well as in less formal contacts with management.
Director candidates, other than sitting directors, are interviewed by members of the committee and by other directors and the Chief Executive Officer, and the results of those interviews are considered by the committee in its deliberations. The Nominating/Corporate Governance Committee also evaluates sitting directors whose terms are nearing expiration, but who may be nominated for re-election, in light of the above considerations and their past contributions to the Board.
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The Nominating/Corporate Governance Committee will evaluate director nominations by stockholders that are submitted in accordance with the procedural and informational requirements set forth in the Company’s Bylaws and described in this proxy statement under “Additional Information—Notice of Business to be Conducted at Annual Meeting.”

Among the factors that the Nominating/Corporate Governance Committee considers when evaluating the composition of the Board, diversity is critical. For Carver, diversity includes race, ethnicity and gender as well as the diversity of the directors’ experience. Included in the qualifications for directors listed in the Company’s Corporate Governance Guidelines is whether the candidate has special skills, expertise and background that would complement the attributes of the existing directors, taking into consideration the diverse population of the communities in which Carver operates. Carver’s Board is committed to ensuring that it comprises individuals whose backgrounds reflect the diversity represented by our employees, customers and shareholders.

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CodeCodes of Ethics
The Company
Carver has adopted a Code of Ethics, which applies to the Company’sCarver’s directors and employees and sets forth important Company policies and procedures in conducting the Company’sCarver’s business in a legal, ethical and responsible manner. The Company has also adopted a Code of Ethics, for Senior Financial Officers, which applies to the Company’s chief executive officer, chief financial officer, controller and other persons performing similar functions that supplement the Code of Ethics by providing more specific requirements and guidance on certain topics. Each of the Code of Ethics and Code of Ethics for Senior Financial Officers including future amendments, is available free of charge on Carver’s website atwww.carverbank.com in the Corporate Governance section of the Investor Relations webpage or by writing to the Corporate Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027, or by telephoning (212) 360-8876. The Company360-8800. Carver intends to post on its website any waiver under the codes granted to any of its directors or executive officers.
Website Access to Governance Documents
The Company’sCarver’s Corporate Governance Principles and the charters for the Finance and Audit, Compensation and Nominating/Corporate Governance Committees are available free of charge on Carver’s website atwww.carverbank.com in the Corporate Governance section of the Investor Relations webpage or by writing to the Corporate Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027, or by telephoning (212) 360-8876.360-8800.
Board and Committee Meetings
The Board of Directors of Carver holds regularly scheduled meetings during the fiscal year to review significant developments affecting Carver and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. During fiscal year 2010, the Board met eleven times. No incumbent director attended fewer than 75%, in the aggregate, of the total number of Carver Board meetings held while he or she was a member of the Board during fiscal 2010 and the total number of meetings held by committees on which he or she served during such fiscal year.
Carver’s Corporate Governance Principles encourage directors to attend the Company’s Annual Meeting of stockholders and all Board meetings and meetings of committees of the Board on which they serve. Carver’s Bylaws require that the Company have executive, finance and audit, nominating/corporate governance, compensation and asset liability and interest rate risk committees. The Board has adopted a charter for each of the Nominating/Corporate Governance Committee, the Compensation Committee and the Finance and Audit Committee each of which may be amended from time to time. The nature and composition of each of the standing committees of the Company are described below.
Executive Committee.Pursuant to Carver’s Bylaws, the Executive Committee is authorized to act as appropriate between meetings of the Board. The members of this committee are Directors Robert Holland, Jr. (Chairman), Dr. Samuel Daniel, Pazel G. Jackson, Jr. Robert R. Tarter and Deborah C. Wright. The Executive Committee met two times during fiscal year 2010.

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Nominating/Corporate Governance Committee.As of February 2011, the Nominating/ Corporate Governance Committee consists of Directors Robert Holland, Jr., (Chairman), Dr. Samuel J. Daniel and Janet L. Rollé. All members of the committee have been determined to be independent directors. The Nominating/Corporate Governance Committee’s functions include advising the Board on matters of corporate governance and considering qualifications of prospective Board member candidates, including conducting research to identify and recommend nomination of suitable candidates who are willing to serve as members of the Board, reviewing the experience, background, interests, ability and availability of prospective nominees to meet time commitments of the Board and committee responsibilities, considering nominees recommended by stockholders who comply with procedures set forth in the Company’s Bylaws and determining whether any prospective member of the Board has any conflicts of interest which may impair the individual’s suitability for such service. The committee has the responsibility to monitor current members of the Board pursuant to the same guidelines used to select candidates. The Nominating/Corporate Governance Committee is also responsible for identifying best practices and developing and recommending to the Board a set of corporate governance principles applicable to Carver and for periodically reviewing such principles.
The Nominating/Corporate Governance Committee met two times during fiscal year 2010 and recommended the director nominees to the Board of Directors, which accepted these recommendations. The committee also met on June 15, 2010. Only those nominations made by the Nominating/Corporate Governance Committee and approved by the Board will be voted upon at the Annual Meeting. For a description of the proper procedure for stockholder nominations, see “Additional Information—Notice of Business to be Conducted at Annual Meeting” in this proxy statement.
Compensation Committee.The Compensation Committee consists of Directors Dr. Samuel Daniel (Chairman), Janet L. Rollé and Robert R. Tarter. All members have been determined to be independent directors. The Compensation Committee evaluates the performance of the Company’s Chief Executive Officer and approves her compensation in consultation with the non-management members of the Board of Directors and, based on recommendations from management, reviews and approves senior management’s compensation and approves compensation guidelines for all other officers. The Compensation Committee administers the Company’s management recognition, incentive compensation stock option, and stock incentive plans and, in consultation with senior management, reviews and approves compensation policies. The Compensation Committee met five times during fiscal year 2010.
Finance and Audit Committee.The Finance and Audit Committee consists of Directors Robert R. Tarter (Chairman), Pazel G. Jackson, Jr., Lewis P. Jones III, Colvin W. Grannum and Susan M. Tohbe. All members have been determined to be independent directors.Each is an “independent” director as defined in Rule 5605(a)(2) of the listing standards of the NASDAQ Stock Market and Rule 10A-3 of the Securities and Exchange Commission. The Finance and Audit Committee’s primary duties and responsibilities are to:
monitor the integrity of Carver’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance;
manage the independence and performance of Carver’s independent public auditors and internal auditing function;
monitor the process for adhering to laws, regulations, the Company’s Code of Ethics and the Code of Ethics for Senior Financial Officers; and
provide an avenue of communication among the independent auditors, management, the internal auditing function and the Board of Directors.
Other specific duties and responsibilities include reviewing Carver’s disclosure controls and procedures, internal controls, Carver’s periodic filings with the SEC and earnings releases; producing the required audit committee annual report for inclusion in Carver’s proxy statement; and overseeing complaints concerning financial matters. The Finance and Audit Committee met nine times during fiscal year 2010, including meetings to review the Company’s annual and quarterly financial results prior to their public issuance.

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Asset/Liability and Interest Rate Risk Committee.The Asset/Liability and Interest Rate Risk Committee consists of Directors has determined that Robert R. Tarter, Pazel G. Jackson, Jr. (Chairman),and Susan M. Tohbe and Deborah C. Wright. The Asset/Liability and Interest Rate Risk Committee monitors activities related to asset/liability management and interest rate risk, including the approval or ratification of mortgage loans and the establishment of guidelines related to risk, purchase or sale of loans and investments, and management of interest rate, credit and liquidity risk against objectives and risk limitations set forth in Carver Federal’s policies. Theeach qualify as an “audit committee met sixteen times during fiscal year 2010.financial expert.”
Compensation Committee Report
The
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Item 11.Executive Compensation Committee has reviewed the
Compensation Discussion and Analysis included in this proxy statement

Executive Compensation
2016 COMPENSATION DISCUSSION AND ANALYSIS

This section discusses Carver’s executive compensation philosophy, guidelines and has discussed it with management. Based on such review and discussion,programs. It also provides the material factors affecting the Compensation Committee recommendedCommittee’s decision making as it relates to Carver’s Named Executive Officers. The discussion and analysis is presented to provide shareholders a clear and comprehensive picture of Carver’s executive compensation program, and its individual components. For a full understanding of the Board of Directors thatinformation presented, please consider the Compensation Discussionfollowing discussion together with the tables and Analysis be included in this proxy statement.its related narrative and footnotes below.

The following report has been furnished by members oftable lists Carver’s Named Executive Officers during the Compensation Committee:fiscal year ended March 31, 2016.
Dr. Samuel J. Daniel (Chairperson)
Janet L. Rollé
Robert R. Tarter
Item 11.NamePosition with Carver During Fiscal 2016
Michael T. PughPresident and Chief Executive Officer
Christina L. Maier

 
Executive Compensation.First Senior Vice President and Chief Financial Officer (1)

David Toner
Former First Senior Vice President and Chief Financial Officer (2)

James Raborn
First Senior Vice President, General Counsel and Loan Workout Manager (3)
John SpencerSenior Vice President, Chief Operations and Information Technology Officer
Blondel PinnockSenior Vice President, Chief Lending Officer
(1)
Ms. Maier was appointed as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal on March 7, 2016
(2)
Mr. Toner resigned as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal effective February 18, 2016.
(3)
Mr. Raborn resigned as First Senior Vice President, General Counsel and Loan Workout Manager of Carver and Carver Federal effective July 15, 2016.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Despite a challenging operating environment, Carver continues to service consumers and institutions in historically low to moderate income communities. Carver’s commitment to this community continually earns the Company an “Outstanding” rating from the Office of Thrift Supervision. Our capital position was enhanced by our participation in the U.S. Treasury Department’s Capital Purchase Program (“CPP”) of the Emergency Economic Stimulus Act of 2008. The CPP, part of the Treasury’s Troubled Asset Relief Program (“TARP”), provides cost efficient equity capital for growth. The Company continues to pursue a strategy that satisfies Carver’s responsibility to increase shareholder value and to profitably provide services to our customers. As in past years, for fiscal year 2010, the Company used the Net Income metric to determine achievement of fiscal year goals and the annual incentive pool. After careful review of the Company’s performance, the Compensation Committee of the Board of Directors (the“Committee”or the“Compensation Committee”) determined that the Company did not meet its fiscal year 2010 Net Income goal and no bonuses were awarded to the Named Executive Officers pursuant to the Company’s Incentive Plan.
The Board of Directors of Carver and the Compensation Committee shareare committed to a strong pay-for-performance philosophy, which seeksphilosophy. The executive team continues to rewardtake actions to improve profitability and ensure that Carver acts in a manner that preserves and enhances shareholder value. Despite a number of positive outcomes, Carver reported a net loss of $170,000 for the achievementfiscal year ended March 31, 2016. None of performance goals and aligns Carver’s executives’ interests with those of Carver’s stockholders. At the same time, Carver strives to attract and retain high performing executives of outstanding skill and capability by endeavoring to provide competitive compensation. The following discussion focuses on the Compensation Committee’s philosophy and practices, particularly as it relates to Named Executive Officers (as defined below)received a base salary increase nor any incentive plan payouts for the year’s performance.

Financial Highlights

While Carver increased loan interest and fee income in the fiscal year 2010ended March 31, 2016, several initiatives were executed to reduce operating expenses, recognize loan losses and provides important context forimprove operational and compliance processes. Key financial highlights were the more detailed disclosure tables and specific compensation amounts provided elsewhere infollowing:
Reduced the proxy statement. The following table lists Carver’s Chief Executive Officer and three other most highly compensated executive officers, Chief Financial Officer, Chief Risk Officer and General Counsel, and Chief Lending Officer who served in such capacitiesratio of operating expense to average assets during the fiscal year ended March 31, 2010 (the“2016 to 3.81% from 4.35% for the fiscal year ended March 31, 2015.

Increased the deposit portfolio by $79.0 million, or 15%, through a net increase of 1,785 deposit accounts during the fiscal year ended March 31, 2016.


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Increased loan portfolio by 22%, or $105.3 million, through new loan originations and retentions, pool purchases and new portfolio management funding.  

Executive Compensation Decisions

Given Carver’s financial performance, the Compensation Committee made no changes to the Named Executive Officers”Officer’s base salaries or incentive plan opportunities in the fiscal year ended March 31, 2016. No awards were made under the Short-Term Incentive Plan (“STI Plan”) or the Long-Term Incentive Plan (“LTI Plan”).

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NamePosition with the Company During fiscal year 2010
Deborah C. WrightChairman and Chief Executive Officer
Chris A. McFaddenExecutive Vice President and Chief Financial Officer
Mark A. RiccaExecutive Vice President, Chief Risk Officer and General Counsel
James H. Bason, Jr.Senior Vice President and Chief Lending Officer

Regulatory Programs and Agreements

Carver continues to be a participant in the TARP-CDCI. As such, Mr. Pugh is ineligible to receive cash-based incentive compensation and is subject to other compensation related restrictions. Additionally, on May 24, 2016, the Office of the Comptroller of the Currency (“OCC”) and Carver Federal entered into a Formal Agreement to carry out the compliance matters discussed further in the Carver Current Report on Form 8-K, as filed with the SEC on May 27, 2016. Under the Formal Agreement, Carver must comply with the requirements of the golden parachute regulations under 12 C.F.R. Part 359.
For more information, please refer to the “Compensation-Related Governance,” section in this Compensation Discussion and Analysis.

Say-on-Pay Results
Carver holds an annual non-binding shareholder advisory vote as part of our requirements under the EESA. Over 90% of our stockholders approved the “say-on-pay” proposal concerning the compensation of our Named Executive Officers described in our proxy statement in 2015. The Compensation Committee considered this outcome in its pay deliberations and as such, did not implement any changes to our executive compensation program in the fiscal year ended March 31, 2016.

Compensation Philosophy

The Company’s success depends on hiringultimate goal of our compensation philosophy is to create long-term shareholder value by rewarding performance that furthers the strategic goals and retaining highly qualified individuals, as each executive has the potential to influence its short and long-term performance. Therefore, the Committee places considerable effort on the design and administrationgrowth of the Company’sCompany. At the same time, the Compensation and Benefits Committee seeks to maintain an executive compensation program. Carver’sprogram that is competitive position is a critical elementwith comparably-sized financial institutions. The Committee also considers its location and sources of talent in the recruitment and retention of executives and all employees.making pay determinations. As a small community bank in New York City, competitive pressures on the ability to attract and retain talent are intense. Most executives and staff are recruited to Carver from money center banks and other larger financial institutions.

The Committee believes that executive compensation should support Carver’s unique business strategy and result in a compensation program that:

Enables Carver to attract and retain top talent by providing competitive awardreward opportunities while at the same time effectively controlling compensation costs.
costs;

Places significant focus on incentive/performance based rewards that are contingent on achievement of Company and individual performance.
performance; and

Enhances Carver’s long-term stockholder value.

Carver’sPay for Performance
Named Executive Officers, other than Mr. Pugh, earn a base salary and participate in the STI Plan and LTI Plan. Due to compensation restrictions under TARP-CDCI, Mr. Pugh, receives a base salary and has the opportunity to receive restricted stock.

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Carver does not target a specific pay mix; however, each Named Executive Officer has a significant percentage of their pay at risk through the STI Plan and LTI Plan. The executives’ compensation opportunity is designed to provide pay below competitive market levels if annual and/or long-term performance goals are not achieved. The compensation program is significantly performance-based. As such, executivedesigned to provide pay at or above competitive levels if performance meets or exceeds goals.

The following tables provide the pay mix for each of the Named Executive Officers should no compensation canrestrictions apply and does vary significantly, up or down, based on the Company’s performance relative to strategic goals and industry peers. were met at target-level performance.



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Carver’s strategic vision and strategies areis translated into specific performance goals, which the Committee considers in assessing performance and making total compensation decisions. To foster teamwork in building long-term performance and stockholder value, executive pay reflects a mix of Company, department and individual performance. Carver’s assessment of compensation and performance considers a balanced view of factors critical to understanding the Company’sCarver’s total performance, as follows.


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Internal and External Benchmarks — executive- Executive performance is measured against the Company’sCarver’s financial, operational and strategic goals for the fiscal year, as well as its external peer group, along with economic and industry factors that may impact performance or strategy.

Company and Individual performance — executivesPerformance - Executives are incented to work together as a team to drive overall Company performance; however, each executive is also held accountable and rewarded for achieving individual goals.

Short and Long-Term Performance — compensation- Compensation reflects a balance of short-term performance (i.e., how the CompanyCarver meets its annual goals) and long-term performance (i.e., building a platform for sustained, profitable growth over multiple years).

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Unique Business Model - Carver’s legacy is anchored in a 65-year history of commitment to providing capital, and thereby expanding wealth enhancing opportunities, to consumers and institutions in historically low to moderate income communities. Opportunities created by a substantial expansion of economic opportunity in these communities in recent years is balanced by significantly greater competition from global institutions and persistently high rates of poverty, and therefore limited assets that can be invested by many of the residents of communities in which Carver operates. Carver’s “Outstanding” rating by the Office of the Comptroller of the Currency following its most recent Community Reinvestment Act (“CRA”) examination in January 2016 (conducted every three years), noted that 75% of Carver’s loans were originated in such communities, far exceeding peer institutions.
•
Unique Business Model — Carver’s legacy is anchored in a 62-year history of commitment to providing capital and financial services, and thereby expanding wealth enhancing opportunities, to consumers and institutions in historically low to moderate income communities. The Company’s“Outstanding”rating by the Office of Thrift Supervision following its most recent Community Reinvestment Act examination in February 2009, noted that 55% of Carver’s loans were originated in such communities, far exceeding peer institutions.


Role of the Compensation Committee

The Compensation Committee operates under a written charter that establishes its responsibilities. A copy of the Compensation Committee Charter can be found on the Company’s website at www.carverbank.com. The Compensation Committee reviews the charter annually to ensure that the scope of the charter is consistent with the Committee’s expected role. Under the charter, the Committee is charged with general responsibility for the oversight and administration of the Company compensation program. The charter gives the Committee the sole responsibility for determining the compensation of the President and Chief Executive Officer based on the Committee’s evaluation of his performance. The charter also authorizes the Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities.

The Compensation Committee is comprised of four members of the Board, each of whom is independent. The Compensation Committee met three times during the fiscal year ended March 31, 2016. The Chairman of the Committee reported on Committee actions at subsequent meetings of the Board of Directors.

Decisions regarding other executives are made by the Compensation Committee considering recommendations from the President and Chief Executive Officer and with input from the Senior Vice President and Chief Human Resources Officer. Decisions by the Compensation Committee with respect to compensation of the President and Chief Executive Officer are ratified by the non-executive members Board of Directors.


Interaction with the Compensation Consultant

The Committee has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. For the fiscal year ended March 31, 2016, the Compensation Committee retained the services of Pearl Meyer & Partners LLC ("Pearl Meyer"), an independent compensation consulting firm, to assist with compensation matters concerning the President and Chief Executive Officer. The Compensation Committee holds regularly scheduled executive sessions without management present with the compensation consultant and has direct access to Pearl Meyer. Pearl Meyer provided support to the Committee, mainly

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in regard to CEO compensation and performance evaluations during the fiscal year ended March 31, 2016 and attended one of the three meetings held in the fiscal year ended March 31, 2016.

Pearl Meyer reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee has analyzed whether the work of Pearl Meyer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees from the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee has determined, based on its analysis of the above factors, among others, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company has not created any conflict of interest.

Role of Executives in Committee Deliberations

The Compensation Committee requests the President and Chief Executive Officer and Chief Human Resources Officer to be present at Committee meetings where executive compensation and Company or individual performance are discussed and evaluated. Executives are free to provide insight, suggestions or recommendations regarding executive compensation. However, only the Compensation Committee members are allowed to vote on decisions regarding executive compensation.

The Compensation Committee meets with the President and Chief Executive Officer to discuss his own performance and compensation package, but ultimately decisions regarding his compensation are made solely based upon the Committee’s deliberations with input from the compensation consultant, as requested. The President and Chief Executive Officer is not present at meetings at which his compensation is being discussed and determined. Decisions regarding executives reporting directly to the President and Chief Executive Officer are made by the Compensation Committee considering recommendations from the President and Chief Executive Officer, as well as input from the compensation consultant as requested.

Benchmarking of Compensation

The Compensation Committee periodically benchmarks compensation of executive officers and directors utilizing published industry surveys and publicly disclosed information from a peer group of publicly traded banks. The frequency of the comprehensive reviews will reflect the competitive landscape as well as the Company’s own growth. Alast comprehensive competitive reviewmarket assessment by Pearl Meyer & Partners (“PM&P”) was conducted in 2010.
The peer group below was approved by the Compensation CommitteeFebruary 2014. Data are collected from multiple survey sources and reviewed by the compensation consultant to reflect banks with a similar business focus and of similar asset size and region to Carver. The peer group is reviewed and updated, as appropriate, as the comparability of banks may change depending on acquisitions and business focus of the Company or peer institutions. The peer group included banks that ranged from $600 million to $2.5 billion in assets with a median of $988 million in assets and remained unchanged from fiscal year 2009. A list of banks in the peer group follows.
Peer Group*
Berkshire Bancorp Inc.
Brooklyn Federal Bancorp, Inc.
Center Bancorp, Inc.
Chemung Financial Corporation
Clifton Savings Bancorp, Inc.
First of Long Island Corporation
Hudson Valley Holding Corporation
Intervest Bancshares Corporation
Ocean Shore Holding Company
OceanFirst Financial Corporation
Oneida Financial Corporation
Severn Bancorp, Inc.
State Bancorp, Inc.
Sterling Bancorp
Wilber Corporation
*Note: American Bancorp of New Jersey, Inc., Pamrapo Bancorp, Inc. and Smithtown Bancorp, Inc. were removed from the peer group as a result of their being acquired.
In 2010 it was determined that the competitive total compensation review would solely utilize published industry-specific survey data in order to more fully approximate the Company’s asset size and geographic focus. The aforementioned peer group will continue to be used to benchmark industry best practices. PM&P provides comparative data from several northeast banking association surveys as well as published industry surveys and a proprietary database of national banking compensation data. Data reflect banks of similar asset size and region to Carver.

Carver also utilizes a peer group of specific companies to benchmark industry best practices. The original peer group was selected by Pearl Meyer to reflect banks with similar asset size and region to Carver and approved by the Company.

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Compensation-Related GovernanceCompensation Committee for the fiscal year ended March 31, 2014. Since then, peer banks that have been acquired are deleted from the group and Rolesthe remaining banks are used to make relative financial comparisons under the LTIP Plan. As of the fiscal year end March 31, 2016, the peer group is as follows.

Peer Group
Berkshire Hills Bancorp Inc.
Chemung Financial Corporation
Clifton Savings Bancorp, Inc.
First of Long Island Corporation
Magyar Bancorp Inc.
Northeast Community Bancorp Inc.
Ocean Shore Holding Company
OceanFirst Financial Corporation
Severn Bancorp, Inc.
VSB Bancorp Inc.


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Total Compensation Program Components
The main components of Carver’s total compensation program are: base salary, annual incentives, and long-term incentives.

The following sections summarize the role of each component, how decisions are made and resulting decisions for the fiscal year ended March 31, 2016 as they relate to the Named Executive Officers.
Base Salary

The purpose of base salary is to provide competitive base compensation that recognizes the executives’ role, responsibilities, experience, performance and past and potential contribution to Carver. Carver targets base salaries at the 50th percentile of the benchmark market data; however, judgment is exercised in determining each executive’s base salary level relative to market. As a result, experienced and/or high performing executives may be paid above the market median and less experienced or average performing executives may be paid below the market median.

Base salaries for the Named Executive Officers were not adjusted in the fiscal year ended March 31, 2016.

Short-Term Incentive Plan (“STI Plan”)

The purpose of the STI Plan is to motivate and reward actual corporate, department and individual performance on an annual basis. The Compensation Committee reviews the STI Plan each year and, Othersif necessary, adjusts the specific performance metrics, goals and compensation opportunities based on business objectives and the executives’ competitive position. No adjustments were made in the fiscal year ended March 31, 2016.

STI Plan pool funding is based on adjusted operating income (excluding allowances for loan and lease losses, taxes and the impact of any other one-time gains or losses). A threshold level of adjusted operating income is established and funding is adjusted up or down based on the Bank’s actual performance. Incentive payouts can range from 0% of target to a maximum payout of 150% of target (not including additional downside/upside adjustments based on individual performance factors - see explanation below).

The Compensation Committee reserves the right to either increase or decrease the calculated STI Plan pool based on multiple strategic metrics. In the fiscal year ended March 31, 2016, the Compensation Committee had the opportunity to consider:
Asset quality

Revenue growth

Efficiency ratios

Upon determination of the final STI pool amount, actual incentive payouts are based on corporate and department/strategic goals. Weightings are dependent on the executive’s level (see table below for Named Executive CompensationOfficers). Weightings for Senior Vice Presidents and above are generally 40% to 50% corporate performance and 50% to 60% departmental/strategic performance. Weightings for Vice Presidents are generally 30% corporate performance and 70% departmental/strategic performance.

In addition to corporate and department goals, the STI Plan design includes an individual modifier that allows incentive awards to be modified (up or down) to reflect overall individual performance and contribution. As such, an individual incentive award can be increased by 30% for exceptional performance or reduced to 0% for poor performance.




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For fiscal year 2016, Carver’s annual target incentive ratios for the Named Executive Officers were as follows:

 STI Weighting Target STI Payout Range (as % of salary)
ExecutiveCorporate 
Dept. /
Strategic
 (as % of salary) (inclusive of individual modifier)
Michael T. Pugh, President and Chief Executive Officer (1)
50% 50% 30% 0% - 65.8%
Christina L. Maier, First Senior Vice President and Chief Financial Officer (2)

50% 50% 50% 0% – 97.5%
David L. Toner, Former First Senior Vice President and Chief Financial Officer (3)

50% 50% 25% 
0% – 48.8%

John Spencer, Senior Vice President and Chief Operations and Information Technology Officer40% 60% 20% 
0% – 48.8%

James Raborn, Former First Senior Vice President, General Counsel and Loan Workout Manager (4)

40% 60% 20% 0% – 39.0%
Blondel Pinnock, Senior Vice President and Chief Lending Officer40% 60% 20% 0% – 39.0%
(1)
Notwithstanding the specified target incentive ratio designated for Mr. Pugh, Carver is prohibited from paying or accruing a bonus for Mr. Pugh under the STI Plan for any period that Carver continues to retain any financial assistance provided by the U.S. Treasury under TARP. For further information on Carver’s participation in TARP and this bonus restriction, see below under “Compensation-Related Governance - Participation in Troubled Asset Relief Program.”
(2)
Ms. Maier was appointed as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal on March 7, 2016.
(3)
Mr. Toner resigned as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal effective February 18, 2016.
(4)
Mr. Raborn resigned as First Senior Vice President, General Counsel and Loan Workout Manager effective July 15, 2016.

After reviewing Carver’s fiscal year ended March 31, 2016 performance, the Compensation Committee determined that Carver did not meet the threshold adjusted operating income goal for the fiscal year ended March 31, 2016. No STI Plan payouts were received in the fiscal year ended March 31, 2016. Furthermore, no payouts under the STI Plan have been received since 2008.

Long-Term Incentive Plan (“LTI Plan”)

Carver believes strongly in the importance of aligning executive incentives with the long-term performance of Carver and interests of stockholders.
The LTI Plan provides an opportunity for executives to receive cash or equity-based awards under the Carver Bancorp 2014 Equity Incentive Plan. The goal of the LTI Plan is to promote Carver’s growth and profitability, to provide certain officers with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence and to provide initial grants to new non-employee directors of Carver. The LTI Plan is also designed to align participants’ interests with stockholders of Carver and serves as a retention tool for key members of management.

The Compensation Committee reviews the LTI Plan each year and establishes specific goals and targets that are aligned with business objectives and Carver’s compensation philosophy. For the fiscal year ended March 31, 2016, the Compensation Committee considered the Company’s overall health and progress toward achieving financial and strategic objectives as the main determinant of equity award allocation. Eligible employees must also receive an individual performance score of 3 (on a scale of 1 to 5) to be considered.

Long-term incentives may be in the form of cash, stock options and/or restricted shares. Regardless of the type of award, the awards vest ratably over a five-year period. Vesting may be accelerated in the third or fourth year of if Carver meets or exceeds the current peer group’s average three-year ROE.


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For the fiscal year ended March 31, 2016 long-term incentive target awards (as a percent of salary) for the Named Executive Officers are as follows:

ExecutivePosition
Target
Award
Michael T. Pugh (1)
President and Chief Executive Officer30%
Christina L. Maier (2)

First Senior Vice President and Chief Financial Officer

25%
David L. Toner (3)
Former First Senior Vice President and Chief Financial Officer

25%
John SpencerSenior Vice President and Chief Operations and Information Technology Officer20%
James Raborn (4)
Former First Senior Vice President, General Counsel and Loan Workout Manager


20%
Blondel PinnockSenior Vice President and Chief Lending Officer20%

(1)
Notwithstanding the specified target incentive ratio designated for Mr. Pugh, Carver is prohibited from paying or accruing a bonus for Mr. Pugh under the LTI Plan for any period that the Carver continues to hold any financial assistance provided by the U.S. Treasury under TARP. For further information on Carver’s participation in TARP and this bonus restriction, see below under “Compensation-Related Governance - Participation in Troubled Asset Relief Program.”
(2)
Ms. Maier was appointed as Chief Financial Officer of Carver and Carver Federal, effective March 7, 2016.
(3)
Mr. Toner resigned as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal effective February 18, 2016.
(4)
Mr. Raborn resigned as First Senior Vice President, General Counsel and Loan Workout Manager of Carver and Carver Federal effective July 15, 2016.

No LTIP Plan awards nor any other awards under the Carver Bancorp 2014 Equity Incentive Plan were made in the fiscal year ended March 31, 2016. Furthermore, no payouts under the STI Plan have been received since 2008.


Compensation-Related Governance

Participation in Capital Purchasethe Troubled Asset Relief Program
In fiscal year
On January 16, 2009, the CompanyCarver entered into a Securities Purchase Agreement with the United StatesU.S. Treasury that providesprovided for the Company’sCarver’s participation in the Capital Purchase Program (“CPP”) under the TARP.
TARP (“TARP CPP”). TARP-CPP participants are required to agree to significant restrictions on executive compensation during the period in which the U.S. Treasury holds an equity position in the Company (the “CPP Covered Period”)Carver as a condition of participation. On February 17, 2009,Also, the American Recovery and Reinvestment Act of 2009 (“ARRA”) became law. ARRA created compensation-related limitations in addition to thecompensation limitations under the CPP discussed aboveTARP and required the Secretary of the United StatesU.S. Treasury to establish additional standards for executive compensation that will apply beyond the Company’sCarver’s senior executive officers and up to include the 20 next most highly compensated employees during the CPP Covered Period.employees. In compliance with such requirements, the Company’sCarver’s senior executive officers or “SEO’s” and the next 20 most highly compensated employees have agreed in writing to accept the compensation restrictions under the TARP and ARRA and thereby limit some of their contractual or legal rights.

Under TARP and ARRA, while a participant in the TARP programs, the following compensation restrictions wereare in effect as of the end of fiscal year 2009 and fiscal year 2010 and consisted of the following:effect:

Claw backClawback of Bonus and Incentive Compensation if Based on Certain Material Inaccuracies.Incentive compensation paid that is later found to have been based on materially inaccurate financial statements or other materially inaccurate measurements of performance is subject to recovery by the Company. The Company’sCarver. Carver’s senior executive

17




officers and next 20 most highly paid employees acknowledge that each incentive program and each compensation or benefit agreement that incorporates incentive compensation was deemed amended to the extent necessary to give effect to such claw-back.clawback.
No Compensation Arrangements that Encourage Excessive Risks.The CompanyCarver is prohibited from entering into compensation arrangements that encourage employees to take “unnecessary and excessive risks that threaten the value” of the Company.Carver. To insure this does not occur, the Company’sCarver’s Compensation Committee is required to meet at least once a year with senior risk officers to review the Company’sCarver’s compensation arrangements in light of the Company’sCarver’s risk management policies and practices. To the extent that such review suggests revisions to any compensation arrangement, the CompanyCarver agrees to modify promptly the compensation arrangement to eliminate any undue risk. In November 2009,During the fiscal year ended March 31, 2016, the Compensation Committee met with the Company’sCarver’s Chief Risk Officer and determined that Carver’s compensation program does not encourage unnecessary risk taking by executive officers. Carver’s short-term and long-term incentive programs use a broad based balance of performance measures with no one measurement dominating the payout determination. This feature greatly mitigates any incentive for an employee to engage in unnecessary or excessive risk. The performance measures include net income, loan and deposit growth, efficiency ratio, SOXSarbanes Oxley Act of 2002 (“SOX”) Section 404 compliance, New Markets Tax Credit allocation deployment and individual performance throughout the year. Company and departmental goals are based upon an annual business plan submitted to and approved by the Board of Directors, whereat the Board considers the reasonableness of the plan and its goals. Individual performance is based upon actual performance compared to pre-established performance goals and actual performance compared to adjusting market and other conditions. In this connection, incentive compensation can be reduced to zero based upon individual performance, further ensuring employees are not rewarded for performance that is not in Carver’s best long-termlong term interests.

14

Limit on Federal Income Tax Deductions.During the CPP Covered Period, the CompanyCarver is prohibited from taking a federal income tax deduction for compensation paid to senior executive officers in excess of $500,000 per year.
Limit on Severance.The CompanyCarver is prohibited from making severance payments resulting from termination of employment for any reason, except for payments for services performed or benefits accrued to the Company’sCarver’s senior executive officers and the next 20 most highly compensated employees during the CPP Covered Period.
employees.
Limits on Incentive Compensation.Compensation. The ARRA standards prohibit the payment or accrual of any bonus, retention award or incentive compensation to the Company’sCarver’s most highly compensated employee (in Carver’s case, the President and Chief Executive Officer) other than awards of long-term restricted stock that (i) do not fully vest duringwhile participating in the CPP Coverage Period,TARP programs, (ii) have a value not greater than one-third of the total annual compensation of the employee and (iii) are subject to such other restrictions as determined by the Secretary of the U.S. Treasury. The prohibition on bonus, incentive compensation and retention awards does not preclude payments required under written employment contracts entered into on or prior to February 11, 2009.
Compensation Committee Functions.Functions. The ARRA requires that the Company’sCarver’s Compensation Committee be comprised solely of independent directors and that it meets at least semiannually to discuss and evaluate the Company’sCarver’s employee compensation plans in light of an assessment of any risk posed to the CompanyCarver from such compensation plans.
Compliance Certifications.The ARRA requires a written certification by the Company’sCarver’s President and Chief Executive Officer and Chief Financial Officer of the Company’sCarver’s compliance with the provisions of ARRA. These certifications must be contained in the Company’sCarver’s Annual Report on Form 10-K that is filed after the relevant U.S. Treasury regulations are issued.
U.S. Treasury Review of Excessive Bonuses Previously Paid.The ARRA directs the Secretary of the U.S. Treasury to review all compensation paid to the Company’sCarver’s senior executive officers and the Company’sCarver’s next 20 most highly compensated employees before date of enactment to determine whether any such payments were inconsistent with the purposes of ARRA or were otherwise contrary to the public interest. If the Secretary of the U.S. Treasury makes such a finding, the Secretary of the U.S. Treasury is directed to negotiate with the

18




TARP CPP recipient and the affected employees for appropriate reimbursements to the U.S. Treasury with respect to the compensation and bonuses.

15

Limitation on Luxury Expenditures.The Board of Directors must have in place a company-wide policy regarding excessive or luxury expenditures, as identified by the U.S. Treasury, which may include excessive expenditures on (i) entertainment or events, (ii) office and facility renovations, (iii) aviation or other transportation services, (iv) other unreasonable expenditures for staff development events, performance initiatives or other similar measures conducted in the normal course of business operations.
Say on Pay.Under ARRA, the SEC promulgated rules requiring a non-binding say on pay vote by shareholders on executive compensation at the annual meeting during the CPP Covered Period. The Companymeeting. Carver implemented this provision beginning with the proxy statement for the fiscal year ended March 31, 2009 proxy statement by including the submission of an “Advisory Vote on Compensation of Named Executive Officers.”
Role
In February 2010, the U.S. Treasury announced the creation of the Compensation CommitteeTARP-CDCI to invest lower-cost capital in community development financial institutions (“CDFI”) that lend to small businesses in the country’s hardest hit communities, in recognition of the unique role of CDFI’s as lenders in disadvantaged communities. Carver, as a CDFI, applied to participate in the TARP-CDCI program. On August 27, 2010, Carver completed an exchange of TARP CPP capital for TARP-CDCI capital. The transaction reduced the dividend rate that Carver pays the U.S. Treasury from 5% to 2%, saving $569,000 annually, and extending the total period in which this lower cost capital can be utilized from five to eight years. All restrictions on executive compensation that applied under TARP CPP remain in force under the TARP-CDCI program. Effective October 28, 2011, the U.S. Treasury exchanged 18,980 shares of Series B Preferred Stock that it held for 34,819,299 shares of common stock, pursuant to an Exchange Agreement by and between U.S. Treasury and Carver entered into on June 29, 2011. Pursuant to the Exchange Agreement, all restrictions on executive compensation that applied under TARP CPP and the TARP-CDCI program will continue to apply so long as the U.S. Treasury holds any of Carver’s securities.

Enforcement Actions with Carver and Carver Federal’s Bank Regulators
In February 2011, Carver and Carver Federal each entered into Orders with the Office of Thrift Supervision (“OTS”)(1) On July 21, 2011, the OTS merged into the OCC and the OCC became Carver’s primary bank regulator. The Compensation Committee is responsible for discharging the Board of Directors’ responsibilities in executive compensation matters and establishing policies that govern employee compensation and equity and long-term incentive compensation plans. The Committee reviews all elementsGovernors of the Federal Reserve System (“FRB”) became the Company’s Chief Executive Officerprimary holding company regulator., and other executive officers’ compensation including base salary, annual incentive, long-term/equity incentives, and benefits. Three membersas a result, Carver Federal was designated as being “in troubled condition,” subject to the requirements of the Board serve ongolden parachute regulations promulgated by the Committee, eachFederal Deposit Insurance Corporation (“FDIC”) under 12 C.F.R Part 359. The Orders specifically prohibited Carver and Carver Federal from entering into, renewing, extending or revising any contractual arrangement relating to compensation or benefits for any senior executive officer or director of whom is independent. The Committee met five times during fiscal year 2010 (May 13, 2009, June 11, 2009, November 12, 2009, January 22, 2010Carver or Carver Federal, unless Carver or Carver Federal, as applicable, first provides the applicable regulatory authority, which in the case of Carver, would be FRB and March 18, 2010). The Chairmanin the case of Carver Federal, would be the OCC, with not less than 30 days prior written notice of the Committee reported on Committee actions at subsequent meetingsproposed compensation arrangement. Moreover, the Orders require the Boards of Carver and Carver Federal to ensure that the contract, agreement or arrangement complies with the requirements of the Board of Directors.
The Committee reviews Chief Executive Officer performance and makes decisions regardingFDIC golden parachute regulations under 12 C.F.R. Part 359. In November 2014, the Chief Executive Officer’s compensation in consultation with non-management members of the Board of Directors. Input and dataOCC released Carver Federal from the Senior Vice PresidentCease and Chief Human Resources OfficerDesist Order, and, other managementthereby, Carver Federal is no longer designated as well as outside consultants and advisors are provided as requested bybeing “in troubled condition.” Likewise, in September 2015, the Committee. Decisions regarding other executives are made by the Compensation Committee considering recommendationsFRB released Carver from the Chief Executive OfficerCease and with input fromDesist Order. However, in May 2016, the Senior Vice PresidentOCC and Chief Human Resources Officer and an outside compensation consultant. Decisions by the Compensation Committee with respectCarver Federal entered into a Formal Agreement pertaining to compensation of the Chief Executive Officer are ratified by the full Board of Directors.
The Committee has the authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting or other experts, advisors, or consultants,certain compliance matters as it deems desirable or appropriate. Details on the Committee’s role are more fully described in its charter, which has been approved by the Board of Directors. The charter can be viewedCurrent Report on the Company’s website at www.carverbank.com.
InteractionForm 8-K, as filed with the Compensation Consultant
The Committee utilizes the services of external advisors and consultants throughout the year regarding executive compensation. The Committee utilizes the services of its consultant to conduct periodic comprehensive total compensation studies as well as ongoing updatesSEC on market and best practices. This information was requested and utilized as needed to support the Committee’s decisions and review processes. The Committee retains the right to hire, fire and seek the services of consulting and advisory firms.
During fiscal year 2010, the Committee relied on the services of PM&P to provide advice and counsel related to executive compensation issues. The Committee had direct access to these advisors and PM&P reports directly to the Committee. PM&P conducted several studies for the Committee during the fiscal year and attended four of its five meetings (in person or by phone) held in fiscal year 2010.

16

PM&P reports directly to the Compensation Committee and under the direction of the Committee may work with management on specific issues or assignments as appropriate. During fiscal year 2010, PM&P worked with management to complete the compensation tables presented in the following pages and to insure the Company’s incentive programs continue to be in-line with best practices.
Role of Executives in Committee Deliberations
The Compensation Committee occasionally requests one or more members of senior management to be present at Committee meetings where executive compensation and Company or individual performance are discussed and evaluated. Executives are free to provide insight, suggestions or recommendations regarding executive compensation. However, only the Compensation Committee members are allowed to vote on decisions regarding executive compensation.
The Compensation Committee meets with the Chief Executive Officer to discuss her own performance and compensation package, but ultimately decisions regarding her compensation are made solely based upon the Committee’s deliberations with input from the compensation consultant, as requested. Decisions regarding executives reporting directly to the Chief Executive Officer are made by the Compensation Committee considering recommendations from the Chief Executive Officer, as well as input from the compensation consultant as requested.
Combined Chairman of the Board and Chief Executive Officer Role
The Board of Directors has appointed Deborah C. Wright to the positions of Chairman of the Board and President, Chief Executive Officer ofMay 27, 2016. Accordingly, Carver Bancorp, Inc. and Carver Federal Savings Bank. The Board believes that the Company and its shareholders are well served by having her industry expertise, knowledge and visibility in the combined role. The combining of these positions serves two purposes: (1) provides a uniform voice to our customers, partners, and shareholders, and (2) seamlessly promotes development and execution of our corporate strategy. Additionally, the Board believes the combined role facilitates the information exchange between management and the Board, which we believe to be critical to effective corporate governance.
The Board will continue to review and evaluate the combined roles of Chairman and Chief Executive Officer to ensure this is in the best interest of the Company and its shareholders. Since all of our directors are independent, with the exception of Ms. Wright, and having Mr. Holland serve as our independent Lead Director, shareholders should be assured that the Board will collectively act in the best interest of the Company and its shareholders.
Total Compensation Program Components
Carver’s total compensation program consists of four main components: Base Salary, Annual Incentives, Long-term Incentives, and Executive Benefits/Perquisites. The following section summarizes the role of each component, how decisions are made and resulting fiscal year 2010 decisions as they relate to the Named Executive Officers.
Base Salary
The purpose of base salary is to provide competitive base compensation that recognizes the executives’ role, responsibilities, experience, performance and past and potential contribution to the Company. The Company targets base salaries at the 50th percentile of the peer group; however, judgment is exercised in determining each executive’s situation relative to market. As a result, experienced and/or high performing executives may be paid above the market median and less experienced or average performing executives may be paid below the market median. With the exception of fiscal year 2009 when no executive officer received a salary increase, the Bank has provided salary increases historically at approximately 3% — 4% annually, with limited exceptions to reflect factors including added responsibilities for an executive or marketplace changes in compensation for a particular position.

17

Short-Term Incentives
The purpose of the Company’s performance-driven Incentive Plan (“the Incentive Plan”) is to motivate and reward corporate, department and individual performance. Performance goals are set annually and reviewed by the Board and payouts are based on achievement of the predefined goals.
The Compensation Committee has determined that the primary goal and driver of incentive pay awards is achievement of budgeted Net Income based on the fiscal year business plan prepared by management and approved by the Board at the beginning of each fiscal year. Each fiscal year, a funding schedule is developed that translates incentive payouts relative to the fiscal year-end Net Income. If the Company does not achieve a minimum of 80% of target Net Income, the incentive pool is not funded and executives may not receive an annual cash incentive for that fiscal year.
The incentive pool at target performance is defined to provide competitive incentives and to reflect Carver’s desired compensation philosophy to place significant focus on incentive/performance based rewards that are contingent on achievement of Company goals.
At 80% of the Net Income threshold, the corporate incentive pool funds at a reduced payout of 50% of target. At maximum/stretch performance, the corporate pool funds at 150% of target. This program design provides a payout relationship that rewards high performance and reduces payouts for lower achievement of goals. Potential payouts and incentive pool funding are modeled each year relative to projected Net Income performance to ensure the pay-for-performance relationship is appropriate. However, the Committee can approve discretionary awards outside of the bonus pool on an individual basis, where the Committee deems it appropriate.
Corporate performance, as measured by Net Income, drives between 40% — 60% of the executives’ incentive awards depending on his/her role. The remaining percentage consists of other specific department/strategic goals that reflect critical measures for the fiscal year. For fiscal year 2010, incentives for the Named Executive Officers are comprised of 40% — 50% corporate performance and 50% — 60% department/strategic goals. Annual incentives for additional executives are in similar ranges. The department/strategic goals for the management team in fiscal year 2010 included the following measures:
Organic loan and deposit growth
Increased fee income or other items leading to improved return on equity
Improved efficiency ratio
Deploy New Markets Tax Credit allocation, generating tax savings for the Company
In addition to corporate and department goals, the Plan’s design includes an individual modifier that allows incentive awards to be modified (up or down) to reflect overall individual performance and contributions. As such, an individual incentive award can be increased by 30% for exceptional performance or reduced to 0% for poor performance.

18

For fiscal year 2010, the Company’s annual target incentive ratios for the Named Executive Officers were as follows:
Potential Range
Target Incentive(with additional
Ratio30% upside
Executive(as % of salary)potential)
Chief Executive Officer, Deborah C. Wright50%0% – 97.5%
Chief Financial Officer, Chris A. McFadden30%0% – 58.5%
Chief Risk Officer and General Counsel, Mark A. Ricca30%0% – 58.5%
Chief Lending Officer, James Bason, Jr.25%0% – 48.8%
Annual incentives when awarded are not fixed compensation, must be re-earned each year and are based on actual performance. The Compensation Committee reviews the Incentive Plan each year and, if necessary, resets the specific goals and targets for executives to align with business needs and the desired compensation philosophy.
As discussed earlier, for 2010, the Company used the Net Income metric to determine achievement of fiscal year goals and the annual incentive pool. After careful review of the Company’s performance, the Committee determined that the Company did not meet its fiscal year 2010 Net Income goal and, as in fiscal year 2009, did not award any bonuses to the Named Executive Officers pursuant to the Company’s Incentive Plan.
Long-Term Incentive Compensation
The Company believes strongly in the importance of aligning executive incentives with the long-term performance of the Company and interests of stockholders. The purpose of the Company’s long-term incentive plan (the “Plan”) is to promote the Company’s growth and profitability, to provide certain officers with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence and to provide initial grants to new non-employee directors of the Company. The Plan is also designed to align participants’ interests with stockholders of the Company and serves as a retention tool for key members of management.
The Compensation Committee reviews the Plan each year and insures specific goals and targets for executives are aligned with business objectives and the Company’s compensation philosophy. As a demonstration of the Company’s desire for long-term shareholder alignment, the Committee selected Return on Equity (“ROE”) as the performance measure for allocating and vesting awards. Similar to the annual incentive plan, if the Company does not achieve threshold performance, or 80% of goal, no long-term incentive awards are granted for that fiscal year.
Long-term incentives may be in the form of cash, stock options and/or restricted stock. Due to the size of the Company, limited trading and low volatility of the Company’s stock, and the Company’s desire to manage shareholder dilution carefully, the Committee diligently takes steps each year to adjust the Company’s programs to remain consistent with industry practice. The Committee will continue to review and adjust, if needed, the effectiveness of its strategy and payout mix each fiscal year.
Regardless of the type of award (stock options, restricted stock, or cash), under the Company’s current long-term incentive plan, the awards vest over a five-year period, at 20% each year on the anniversary of the grant date with accelerated vesting in years three or four if the Company meets or exceeds the current peer group’s average three-year ROE.

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The long-term incentive plan payout ratios for fiscal year 2010 for the Named Executive Officers are as follows:
Target
ExecutivePositionAward
Deborah C. WrightChairman and Chief Executive Officer60%
Chris A. McFaddenExecutive Vice President and Chief Financial Officer30%
Mark A. RiccaExecutive Vice President, Chief Risk Officer and General Counsel30%
James H. Bason, Jr.Senior Vice President and Chief Lending Officer25%
As discussed above, the Company used the ROE metric to determine achievement of fiscal year goals and the long-term incentives. After careful review of the Company’s performance, the Committee determined that the Company did not meet its fiscal year 2010 ROE goal and, as in fiscal year 2009, the Company did not award long-term incentives to the Named Executive Officers pursuant to the Company’s Long-term Incentive Plan.
Executive Officer Compensation
The Company’s current compensation structure includes three integrated parts: (1) a grading structure based on the employee’s corporate level; (2) an annual cash bonus target and a long-term incentive target based on a recommended performance measure; and (3) an individual performance modifier based on a manager’s assessment of an individual’s performance.
At each fiscal year-end, a model is used to calculate bonuses as a percentage of base pay for bonus-eligible officers and takes into account the officer’s grade level, corporate performance, departmental performance against goals, and individual performance. Departmental and individual performance goals are defined and communicated to managers and employees during the budget and performance appraisal processes, which occur at the beginning of each fiscal year. Long-term incentives are provided to executive officers in the form of restricted stock, stock options or cash. Awards are granted under the plan in effect at the time of the award.
The Committee determined it is in the Company’s best interest to recognize exemplary services and to encourage those services to continue to be performed by awarding certain employees restricted stock that would vest over a five-year period in equal allotments. In this connection, the Committee determined it is in the Company’s best interest to award on July 22, 2010 the Named Executive Officers Chris A. McFadden and Mark A. Ricca, each 7,500 shares of restricted stock that vests over a five-year period commencing July 22, 2011 in equal allotments of 1,500 shares per year.
On January 16, 2009, the Company completed a financing transaction with the United States Treasury under TARP. As a result of the passage of the American Recovery and Reinvestment Act of 2009, all participants in TARP transactions are required to comply with substantial restrictions on executive compensation. These restrictions impact the termsrequirements of the Named Executive Officers’golden parachute regulations under 12 C.F.R. Part 359.
The FDIC golden parachute regulations limit the ability of Carver and Carver Federal to enter into contracts and to pay and make golden parachute payments to directors, officers, employees or controlling stockholders. A golden parachute payment includes, generally, any payment (or agreement to make any payment) in the nature of compensation which is contingent on such person’s termination of employment agreementsor affiliation with Carver or Carver Federal and other agreements affecting potentialis received on or after, or is made in contemplation of, when Carver Federal is or becomes troubled. Accordingly, for so long as Carver remains subject to the Order, no payments upon terminationcan be made under any employment agreement or change in control. See “Recent Legislation

19




control agreement or any other contract, agreement or arrangement that would become payable as a result of a director’s, officer’s or employee’s employment if such payment would constitute a golden parachute payment. Payments that become due under any tax-qualified plan, certain bona fide deferred compensation plans, nondiscriminatory severance pay plan (so long as the severance payment does not exceed 12 months of base compensation), and its Impact on Executive Compensation” discussed later inpayments made by reason of death or disability, or payments that are approved by the FDIC are not subject to this document.limitation.

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(1) On July 21, 2011 the OTS merged into the OCC, and the OCC became Carver’s primary bank regulator. The FRB became the Company’s primary holding company regulator.



20



Compensation of Executive Officers and Directors

SUMMARY COMPENSATION TABLE AT FISCAL YEAR-END 2010MARCH 31, 2016

The following table presents compensation information regarding Carver’s named Executive Officers at the Company’sfiscal year ended March 31, 2016.
 Name and Principal PositionYear Ended 3/31SalaryBonus
Stock
Awards
Option
Awards
Non-Equity Incentive Plan Compensation
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation (1)
Total
 
 
 
 
           
 
Michael T. Pugh, President and Chief Operating Officer (2)
2016
$360,000
—
—
—
—
—

$7,950

$367,950
 2015
$263,250
—
—
—
—
—

$6,885

$270,135
           
 
David L. Toner, Former First Senior Vice President and Chief Financial Officer (3)
2016
$207,000
—
—
—
—
—

$6,210

$213,210
 2015
$207,000
—
—
—
—
—

$6,210

$213,210
           
 
Christina L. Maier, First Senior Vice President and Chief Financial Officer (4)

2016
$17,538
—
—
—
—
—
—

$17,538
           
 
James Raborn
First Senior Vice President, General Counsel and Loan Workout Officer (5)

2016
$209,070
—
—
—
—
—

$2,084

$211,154
 2015
$207,000
—
—
—
—
—

$1,990

$208,990
           
 
John Spencer
Senior Vice President and Chief Operations and Information Technology Officer
2016
$188,959
—
—
—
—
—

$5,087

$194,046
 2015
$188,959
—
—
—
—
—

$5,087

$194,046
           
 
Blondel Pinnock, Senior Vice President and Chief Lending Officer (6)
2016
$180,353
—
—
—
—
—

$5,410

$185,763
 2015
$180,353
     
$5,410

$185,763
(1
)
Except as noted, the amounts shown in this column reflect matching contributions made to Carver’s 401(k) Plan. No Named Executive Officer receives perquisites the aggregate value of which exceeds $10,000.


(2
)
Michael T. Pugh was appointed to the position of President and Chief Executive Officer of Carver and Carver Federal, effective January 1, 2015.


(3
)
Mr. Toner resigned as First Senior Vice President and Chief Financial Officer of Carver and Carver Federal effective February 18, 2016.

(4
)
Ms. Maier was appointed as Chief Financial Officer of Carver and Carver Federal on March 7, 2016.


(5
)
Mr. Raborn resigned as First Senior Vice President, General Counsel and Loan Workout Officer effective July 15, 2016.
(6
)
Blondel Pinnock was initially designated as a Named Executive Officer Chief Financial Officer, Chief Risk Officer and Chief Lending Officer who served in such capacities at fiscal year end March 31, 2010 (collectively, the“Named Executive Officers”).
                                     
                          Change in       
                          Pension Value       
                          and       
                          Nonqualified       
  Year                  Non-Equity  Deferred       
Name and Principal Ended          Stock  Option  Incentive Plan  Compensation  All Other    
Position 3/31  Salary  Bonus  Awards(5)  Awards(5)  Compensation  Earnings(6)  Compensation(7)  Total 
                                     
Deborah C. Wright(1)
  2010  $385,420   —   —   —   —  $11,967  $88,673  $486,060 
Chairman and Chief  2009  $376,698   —  $40,860   —   —  $1,519  $39,938  $458,699 
Executive Officer  2008  $350,006  $25,000  $104,121  $57,466  $308,690  $1,378  $12,402  $859,062 
                                     
Mark A. Ricca(2)
  2010  $200,000   —   —   —   —   —  $8,028  $208,028 
Executive Vice President, Chief Risk Officer and General Counsel                                    
                                     
Chris M. McFadden(3)
  2009  $69,231   —   —   —       —   —  $69,231 
Executive Vice President  2010  $141,731   —   —   —   —   —   —  $141,731 
and Chief Financial Officer                                   
                                     
James H. Bason, Jr.(4)
  2010  $177,327   —   —   —   —   —  $20,895  $198,222 
Senior Vice President  2009  $176,854   —  $9,597   —   —   —  $8,143  $194,594 
and Chief Lending Officer  2008  $170,000  $12,300  $13,206   —  $69,300   —  $3,591  $268,397 
(1)Ms. Wright: Other compensation includes $9,800 401k plan match; 9,014 ESOP shares valued at $8.75 per share on March 31, 2010.
(2)Mr. Ricca joined the Company on November 20, 2008. Other compensation for Mr. Ricca includes $8,028 401k plan match.
(3)Ms. McFadden joined the Company on September 14, 2009
(4)Mr. Bason: Other compensation includes 2,388 ESOP shares valued at $8.75 per shares on 3/31/2010.
(5)The amounts in columns (e) and (f) reflect the value of the awards on the date granted in the respective fiscal year ended March 31. Stock awards are based on the closing price on the grant date Option values are based on their Black-Scholes value, based on the assumptions set forth in Note 13 to the Financial Statements set forth in the Company’s Form 10-K for the fiscal year ended March 31, 2010. Values reported previously were based on the dollar amount recognized for financial statement purposes and included amounts from awards granted in and prior to the respective fiscal year.
(6)The significant change in the present value of the pension plan benefit is due to using a different rate to calculate the value. In the past an 8% rate was used which coincided with what was used for FAS 35 measurement. This year, the FASB 87 disclosure rate of 5.645% was used to comply with the SEC requirement that a plan sponsor must use the assumptions it uses for generally accepted accounting principles. But for the change in rates, the change in value would have been $1,305.
(7)The Company does not currently offer additional perquisites, which in the aggregate exceed $10,000 per year for any Named Executive Officer.2015.
During fiscal year 2010,
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Nonqualified Deferred Compensation Plans

Carver does not offer any non-qualified deferred compensation plans.

Benefit Plans

Performance Compensation Plan. Carver maintains a Performance Compensation Plan which is a cash-based incentive plan that provided certain officers and employees of Carver an incentive cash award that is credited to a memorandum account maintained by Carver for the benefit of such persons. The awards granted vest over a five-year period on the specified vesting dates, and under the terms of the Performance Compensation Plan are subject to accelerated vesting in connection with a change in control, or by reason of the death or disability of the participant. Upon the vesting of an award or a percentage of an award, the vested amount is distributed to the participant as soon as practicable, but in no plan-based awards were grantedevent later than the 15th day of the third month following the end of the plan year. In the event of the participant’s termination due to anydeath, disability or a change in control, the Performance Compensation Plan provides that the participant’s vested account balance will be paid within 30 days following the termination of our named executive officers.

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The following table sets forth information regarding stock awards, stock options and similar equity compensation outstanding at March 31, 2010, whether granted during fiscal year 2010 or earlier.the employee’s employment. No awards have been transferred.
OUTSTANDING EQUITY AWARDS at FISCAL YEAR-END 2010
                             
  Option Awards  Stock Awards 
                      Equity    
                      incentive plan  Equity 
                      awards:  incentive plan 
                      number of  awards: market 
      Number of  Number of          unearned  or payout value 
      securities  securities          shares, units or  of unearned 
      underlying  underlying          other rights  shares, units or 
      unexercised  unexercised          that have not  other rights 
      options (#)  options (#)  Option exercise  Option  vested  that have not 
Name Date of Grant  exercisable  unexercisable  price($)  expiration date  (#)  vested ($)(1) 
                             
Deborah C. Wright  6/01/2000   30,000       8.210   5/30/2010   13,007  $113,811 
   8/22/2001   30,000       9.930   8/20/2011         
   6/12/2002   30,000       12.060   6/09/2012         
   6/24/2003   20,000       16.410   6/21/2013         
   6/24/2004   15,000       19.630   6/22/2014         
   6/09/2005   4,074   9,507   17.130   6/07/2015         
   11/20/2006   4,696   7,046   16.500   11/17/2016         
   5/11/2007   2,624   10,496   16.900   5/11/2017         
                             
James H. Bason, Jr.  2/5/2003   2,700       12.410   2/02/2013   2,302  $20,143 
   6/24/2004   1,250       19.630   6/22/2014         
   6/09/2005   273   640   17.130   6/07/2015         
   5/04/2007   —                     
(1)Unvested shares value is based on Carver’s stock price at close of business on March 31, 2010 of $8.75.
Grant dates and vesting schedules for unvested shares are shown below for each Named Executive Officer.
                               
      Shares         
  Grant Date  Granted  Unvested  Vesting Dates of Unvested Shares  Vested Schedule
Deborah Wright  6/09/2005   5,432   3,260   6/09/2010              10% yrs 1-4;
60% year 5
   11/20/2006   5,513   2,206   6/14/2010   6/14/2011          20% per year
   5/11/2007   6,160   3,696   5/11/2010   5/11/2011   5/11/2012      20% per year
   6/11/2008   4,807   3,845   6/11/2010   6/11/2011   6/11/2012   6/11/2013  20% per year
      Total Unvested  13,007                   
                               
James Bason  6/09/2005   1,096   658   6/09/2010               
   11/20/2006   690   276   6/14/2010   6/14/2011           
   5/04/2007   775   465   5/04/2010   5/04/2011   5/04/2012       
   6/11/2008   1,129   903   6/11/2010   6/11/2011   6/11/2012   6/11/2013   
      Total Unvested  2,302                   

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Nonqualified Deferredmade under the Performance Compensation Plans
The Company did not have any non-qualified deferred compensation plans in fiscal year 2010.
Benefits Plans
Pension Plan.The subsequent to the date that Carver Federal Savings Bank Retirement Income Plan is a noncontributory, tax-qualified defined benefit plan (the “Pension Plan”). The Pension Plan was amended such that future benefit accruals ceased as of December 31, 2000. Since that date, no new participants were eligible to enterentered into the Pension Plan and participants as of such date have not been creditedTARP CPP with additional years of service or increased compensation. Active employees with at least one year of service on December 31, 2000 are eligible to receive a benefit under the Plan should the Plan be terminated. The amount of the benefit will be calculated based on age, credited years of service and pay at the time the plan was frozen. Employees with more than five years of service on December 31, 2000 who reach retirement age before the Plan is terminated are eligible for a benefit calculated based on the Plan’s definitions of earnings and eligibility. Ms. Wright is the only Named Executive Officer in the plan. The present value of Ms. Wright’s accumulated benefit in the plan is $27,886.U.S. Treasury.
401(k)401(k) Savings Plan.The CompanyCarver maintains a 401(k) Savings Plan (“(“401(k) Plan”) with a profit sharing feature for all eligible employees of the Company. The Company matchesCarver. Carver matched contributions to the 401(k) Plan equal to 100% of pre-tax contributions made by each employee up to a maximum of 4%3% of their pay, subject to IRS limitations. All such matching contributions are fully vested and non-forfeitable at all times regardless of the years of service with the Bank. To be eligible for the matching contribution, the employee must be 21 years of age and have completed at least three months of service. Under the profit-sharing feature of the Company has the discretion to make a contribution. Ifplan, if the Bank achieves a minimum of 70% of its fiscal year performance goal, the Compensation Committee may authorize an a non-elective contribution to the 401(k) Plan on behalf of each eligible employee of up to 2% of the employee’s annual pay, subject to IRS limitations. This non-elective contribution, if made, is awarded regardless of whether the employee makes voluntary contributions to the 401(k) Plan. Non-elective Company contributions vest 20% each year for the first five years of employment and are fully vested thereafter. To be eligible for the non-elective company contribution, the employee must be 21 years of age, have completed at least one year of service and be employed on the last day of the plan year, currently December 31, or have terminated employment for death, disability or retirement. The CompanyCarver did not award a non-elective contribution for the 401(k) Plan year that ended December 31, 2009.2015.
Employee Stock Ownership Plan.Effective upon conversion to a publicly traded company, an Employee Stock Ownership Plan (“ESOP”) was established for all eligible employees. The ESOP used proceeds from a term loan obtained from a third-party institution to purchase shares of Carver’s common stock in the initial public offering to pledge as collateral for the loan. In June 2004, the loan was paid off and the Bank continued to make discretionary contributions to the ESOP by purchasing shares in the open market. This was in accordance with Carver’s common stock repurchase program where shares are held in a suspense account for future allocation among the participants based on compensation, as described by the Plan, in the year of allocation. In May 2006, the Compensation Committee approved management’s recommendation and voted to freeze the ESOP. Discretionary contributions ceased and no new participants were eligible to enter the ESOP after December 31, 2006.

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Employment and Other Agreements with Executive Officers

Notwithstanding their employment and letter agreements as summarized below, Carver’s Named Executive Officers have agreed in writing to accept the ARRA standards discussed earlier in this document and to not accept any severance during the period in which the U.S. Treasury holds an equity position in Carver. Additionally, under the Orders issued by the regulators on February 7, 2011, Carver is prohibited from fulfilling severance payment commitments, resulting from termination for any reason (except for payments performed or benefits accrued), that are outside the scope of a non-discriminatory, all-employee severance program.

Employment Agreements.As of JuneAgreements

On January 1, 1999, both Carver and2015, Carver Federal entered into an employment agreements to secure the services of Deborah C. Wright asagreement (the “Employment Agreement”) with Michael T. Pugh, President and Chief Executive Officer. The employment agreements are intended to set forth the aggregate compensation and benefits payable to Ms. Wright for all services rendered to them and any of their subsidiaries. Both employment agreements provided for an initial term of the Employment Agreement is three years beginning June 1, 1999years. The Employment Agreement and pursuant toMr. Pugh’s performance will be reviewed by the termsBoard of Directors of the employment agreements,Bank six months before the third anniversary and six months before each yearanniversary thereafter, have been extended an additional year following a review of Ms. Wright’s performance by the Compensation Committee and the Board of Directors.Directors may approve a one-year extension of the Employment Agreement after each such review.

Under the Employment Agreement, Mr. Pugh is entitled to a base salary of $360,000, subject to increase at the discretion of the Board of Directors of the Bank in connection with its annual review. The Employment Agreement provides that Mr. Pugh was eligible for a restricted stock award to be granted on or about April 15, 2016, 2017 and 2018, with the amount of each award to be at the discretion of the Board of Directors of the Bank, but not fewer than

22



7,250 restricted shares of the Company’s common stock. The Employment Agreement also provides for participation in the Bank’s retirement, pension, savings, profit-sharing, stock bonus, health and welfare and any other employee benefit and compensation plans covering employees of the Bank. In addition, the employment agreementsEmployment Agreement provides that the Bank shall provide for an annual incentive payment based on the achievement of certain performance goals, future grant of stock awards,to Mr. Pugh a supplemental retirement benefit, additionalterm life insurance protection and participationpolicy in the variousamount of $1,000,000 payable to his beneficiaries. The Employment Agreement further provides that, in the event that the amount of benefits or contributions Mr. Pugh would have received or accrued under the tax-qualified plans of the Bank is limited by applicable sections of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank will provide Mr. Pugh with supplemental benefits equal to the benefits attributable to employer contributions that he would have received if the limitations did not apply, with such benefits payable in 12 equal monthly installments beginning at least six months after his separation from service with the Bank. Finally, the Bank will pay or reimburse Mr. Pugh $2,500 per month in transportation and accommodation expenses during the period January 1, 2015 to August 31, 2015 until the location of his primary residence is completed, for customary relocation expenses, and up to $11,795 for legal expenses incurred by him in connection with the Employment Agreement.

Mr. Pugh may terminate his employment for “good reason,” which includes (i) a material diminution of his title, duties, responsibilities, authority or reporting lines, (ii) a material diminution in base salary, (iii) relocation of his principal office by more than 50 miles, and (iv) a material breach of the Employment Agreement by the Bank.

In the event that Mr. Pugh resigns for good reason or in the event the Company or the Bank terminates the employment of Mr. Pugh for any reason other than “cause” (as defined in the Employment Agreement) or “disability” (as defined in the Employment Agreement), he will be entitled to receive a cash lump sum payment equal to the present value of the salary that he would have earned if he had continued working for the Bank through the then-current expiration date of the Employment Agreement (the “Remaining Unexpired Employment Period”). If such resignation or termination occurs in connection with or within one year following a “change in control” (as defined in the Employment Agreement), then Mr. Pugh will be entitled to receive a cash lump sum payment equal to the lesser of (i) the present value of salary he would have earned during the Remaining Unexpired Employment Period plus one additional year, or (ii) the present value of two-times his then-current salary had it been paid out over the following two years. Any payments are required to be paid within 30 days after termination of employment, unless a six month delay in the payments is required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Mr. Pugh will also be entitled to receive a cash lump sum payment equal to (i) the excess of the present value of the aggregate benefits to which he would be entitled under any defined benefit pension plans over the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination, (ii) the present value of the additional employer contributions to which he would have been entitled under any defined contribution plans, (iii) the fair market value of any stock that would have been allocated or awarded to him under any stock-based employee benefit plans, maintained(iv) the payments that would have been made to him under any cash bonus or long-term or short-term cash incentive compensation plan and (v) the present value of any supplemental retirement benefits to which he would have been entitled, in each case if he were 100% vested under the applicable plan and had continued working for the Bank during the Remaining Unexpired Employment Period. In addition, Mr. Pugh will be entitled to receive, at his election, a cash lump sum payment equal to (i) the excess of fair market value of a share of the Company’s common stock over the exercise price of any option or stock appreciation right held by Carverhim, and Carver Federal from time(ii) the fair market value of any restricted shares awarded to time.him, in each case upon surrender of such stock, option or appreciation right. The agreements alsoBank will continue to provide customary corporate indemnificationhealth and errorswelfare benefits, as well as the term life insurance policy, to which Mr. Pugh and omissions insurance coverage throughouthis eligible dependents would have been entitled for the Remaining Unexpired Employment Period and for any such additional period to which they are entitled under COBRA.

In the event of Mr. Pugh’s termination for “disability” (as defined in the Employment Agreement), he will be entitled to receive ¾ of his base salary, and the Bank shall continue to provide health and welfare benefits substantially identical to those received prior to his disability, through the earliest to occur of (i) his return to full-time employment in the same capacity as he was employed prior to disability, (ii) his full-time employment by another employer, (iii) his reaching age 65, (iv) his death, or (v) the expiration of the term of the agreementsEmployment Agreement.

All payments are subject to Section 409A and for six years thereafter.
Carver may terminate Ms. Wright’s employment at any time for cause as definedSection 280G of the Code, and restrictions resulting from the Bank’s participation in the employment agreements. In the event that Carver terminates Ms. Wright’s employment for reasons other than for cause, she would be entitled to a severance benefit equal in value to the cash compensation, retirementTroubled Asset Relief Program and other fringe benefits she would have earned had she remained employedregulatory restrictions.


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Mr. Pugh has agreed, for a period of one year following the remaining termdate of his termination (or, if less, the Remaining Unexpired Employment Period), not to become an officer, employee, consultant, director or trustee of any bank with less than two billion dollars in assets or any minority depository institution, or any direct or indirect subsidiary or affiliate of any such entity, that competes with the business of the agreements. The same severance benefits would be available if Ms. Wright resigns duringBank in any city, town or county in which the term of the employment agreements following a loss of title,Bank has an office or membership on the Board; a material reduction in her duties, functions or responsibilities; involuntary relocation of her principal place of employment by over 30 miles from its location as of June 1, 1999, other material breaches of contract by Carver that are not cured within 30 days; or, in certain circumstances, a change in control. In the event of a change in control, the remaining term of Ms. Wright’s agreement with Carver at any point in time will be three years unless written notice of non-renewal is given by the Board or Ms. Wright.has filed an application for approval to establish an office.
A portion of the severance benefits payable to Ms. Wright under her employment agreements in the event of a change in control might constitute “excess parachute payments” under current federal tax laws. Federal tax laws impose a 20% excise tax, payable by the executive, on excess parachute payments. In the event that any amounts paid to Ms. Wright following a change of control would constitute “excess parachute payments”,Ms. Wright’s employment agreement with Carver provides that she will be indemnified for any excise taxes imposed due to such excess parachute payments, and any additional income and employment taxes imposed as a result of such indemnification of excise taxes. Any excess parachute payments and indemnification amounts paid will not be deductible compensation expenses for the Company.
Letter Agreements. The CompanyAgreements

Carver entered into letter employment agreements with Messrs. Spencer and Raborn and Ms. McFadden and Messrs Bason and Ricca.Maier. Generally, each letter employment agreement provides for “at-will” employment and compensation in the form of base salary and benefits continuation based on length of service and in certain instances, a one-time payment.benefits.
Change in Control Arrangements. In the event of a change in control, pursuant to her employment agreement, Ms. Wright is eligible for three years of base salary and benefits continuation. Pursuant to their letter agreements, as of March 31, 2010, Ms. McFadden and Messrs Ricca and Bason are eligible for 39 weeks of base salary and benefits continuation. Notwithstanding their change in control arrangements, the Company’s senior executive officers have agreed in writing to accept the ARRA standards discussed earlier in this document. Under ARRA, during the period in which the Treasury holds an equity position in the Company, the Company is prohibited from paying severance resulting from termination for any reason, except for payments for services performed or benefits accrued.

24


Recent Legislation and Its Impact On Executive Compensation24
On January 16, 2009, the Company completed a financing transaction with the United States Treasury under the TARP. The Company is therefore subject to these restrictions, and would be unable to make any of the payments described above under the caption “Potential Payments Upon Termination or Change in Control.” To comply with these restrictions, Ms. Wright, Ms. McFadden, Mr. Ricca and Mr. Bason have signed agreements waiving their respective rights to severance payments for so long as the Company is legally prohibited from making such payments.
Under ARRA, all institutions that have received government investments under the TARP are required to comply with new executive compensation restrictions. Among other things, these restrictions prohibit the payment of severance to the Company’s senior executive officers upon their departure from the institution for any reason. In addition, for institutions like the Company that have received less than $25 million under the TARP, the institution’s highest paid executive officer may not receive a cash bonus, but may receive a bonus in the form of restricted stock provided that (i) the restricted stock does not vest until the Treasury’s investment is redeemed, and (ii) the value of the restricted stock does not exceed one-third of the officer’s annual compensation. These restrictions remain in place for so long as the government’s investment in the institution is outstanding.

In February 2010, the U.S. Treasury announced the creation of the TARP Community Development Capital Initiative (“CDCI”), in recognition of the unique role of Community Development Financial Institutions (“CDFI’s”) as lenders in disadvantaged communities. Carver, as a CDFI, applied to participate in the CDCI program. On August 27, 2010, Carver completed an exchange of TARP CCP capital for CDCI capital. All restrictions on executive compensation that applied under TARP CPP remain in force under the CDCI program.
Director Compensation
The Chairman of the Board of Directors is currently the Chief Executive Officer and does not receive any additional compensation for serving as the Board Chairman. The Company’s outside
Carver’s directors are paid an annual cash retainer of $10,000 to serve as a Director of both Carver and Carver Federal and receive a meeting fee of $600 for Board Meetings attended and $700 per Executive Committee meeting attended. The chairs of the Asset Liability and Interest Rate Risk Committee (“(“ALCO”) and Audit committees receive an annual retainer of $7,500 and $5,000, respectively, and a meeting fee of $650.The chairs of the remaining committees receive an annual retainer of $1,500 and all committee members including the chairs thereof receive $475 per committee meeting attended. The Non-Executive Chairman is paid a quarterly cash retainer of $10,000 ($40,000 per year) to serve as Chairman of both Carver and Carver Federal, and receives a meeting fee of $1,500 for Board Meetings attended. Upon shareholder approval of new directors, the Compensation Committee may approve a grant of 1,000 shares of restricted stock and 1,000 stock options, which vest pursuant to the Company’sCarver’s incentive plan in effect at the time of the grant. In 2010, after a competitive study of Non-Employee Director Compensation conducted by PM&P,Pearl Meyer, the Compensation Committee decidedvoted to grant annual restricted stock awards in the amount of $5,000 to each non-employee director. Such grants are effective as of the date of eachNon-Employee director at subsequent annual meeting of stockholders.meetings. All other compensation elements would remain unchanged. The Non-Employee Directors have not received annual restricted stock awards given the constraints on Carver’s Equity Plan.

25


The following table sets forth information regarding compensation earned by the non-employee directors of the CompanyCarver during the last fiscal year.year ended March 31, 2016.

DIRECTOR COMPENSATION AT FISCAL YEAR-END 2010MARCH 31, 2016
                             
                  Change In       
  Fees              Pension       
  Earned              Value And       
  or          Non-Equity  Nonqualified       
  Paid In  Stock  Option  Incentive Plan  Deferred  All Other    
  Cash  Awards  Awards  Compensation  Compensation  Compensation  Total 
Name ($)  ($)  ($)  ($)  Earnings  ($)  ($) 
Carol Baldwin Moody $28,525   —   —   —   —   —  $28,525 
Dr. Samuel Daniel $28,325   —   —   —   —   —  $28,325 
David L. Hinds $38,650   —   —   —   —   —  $38,650 
Robert Holland, Jr. $32,200   —   —   —   —   —  $32,200 
Pazel G. Jackson Jr. $41,200   —   —   —   —   —  $41,200 
Edward B. Ruggiero $25,000   —   —   —   —   —  $25,000 
Robert Tarter $29,525   —   —   —   —   —  $29,525 

               
               
  Fees earned or paid in cash Stock awards Option awards Non-equity incentive plan compensation Change in pension value and nonqualified deferred compensation earnings All other compensation Total
Name ($) ($) (S) ($)   ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
Dr. Samuel Daniel (1)
 $10,900 —
 —
 —
 —
 —
 
$10,900
Deborah C. Wright $70,000 —
 —
 —
 —
 —
 
$70,000
Robert Holland, Jr. $22,875 —
 —
 —
 —
 —
 
$22,875
Pazel G. Jackson, Jr. $39,425 —
 —
 —
 —
 —
 
$39,425
Robert Tarter $34,425 —
 —
 —
 —
 —
 
$34,425
Susan Tohbe $29,825 —
 —
 —
 —
 —
 
$29,825
Janet Rollé $20,425 —
 —
 —
 —
 —
 
$20,425
Lewis P. Jones III $26,950 —
 —
 —
 —
 —
 
$26,950
Colvin W. Grannum $24,475 —
 —
 —
 —
 —
 
$24,475
Kenneth Knuckles $26,650 —
 —
 —
 —
 —
 
$26,650
Ingrid LaMae deJongh $24,400 —
 —
 —
 —
 —
 
$24,400
(1) Dr. Daniel retired from the Board of Directors effective as of the 2015 Annual Meeting of Stockholders, which was held on September 24, 2015.


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Impact of Accounting and Tax on the Form of Compensation

The Compensation Committee and the CompanyCarver consider the accounting and tax (individual and corporate) consequences of the compensation plans prior to making changes to the plans. The Compensation Committee has considered the impact of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)(ASC) Topic 718 (formerly “SFASSFAS No. 123R”)123(R), on the Company’sCarver’s use of equity incentives as a key retention tool.

As part of its role, the Compensation Committee also reviews and considers sections of the Internal Revenue Code (“IRC”), including but not limited to, Golden Parachutes Under IRC Section 280(g)280G and the deductibility of executive compensation under Section 162(m) which limits deduction of compensation paid to Named Executive Officers to $1,000,000 unless the compensation is“performance-based”. This applies to base salary, all cash incentive plans and equity grants other than stock options. During fiscal year 2010,2015, no employee received taxable compensation in excess of $1,000,000 and therefore, deductibility of compensation was not limited by these sections of the IRC.

Option Granting Practices

The timing of the Company’sCarver’s option grants has historically been and continues to be determined upon appointment to the Board, upon hire, or in conjunction with incentive grants after the Company’sCarver’s fiscal year end and approved by the Compensation Committee. In fiscal year 2010,2016, no options were granted to Named Executive Officers. When granted, however, grants vest pursuant to the Company’sCarver’s incentive plan in effect at the time of the grant.

Ownership Guidelines
The Company
Carver regularly reviews the ownership levels of its directors and officers and has not established minimum stock ownership guidelines as the Company’sfor Carver’s directors and the Named Executive Officers collectively own a significant amount of Company Stock.Officers.

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Conclusion26
The Compensation Committee retains the discretion to decrease all forms of incentive payouts based on significant individual or Company performance shortfalls. Likewise, the Committee retains the discretion to increase payouts and/or consider special awards for significant achievements, including but not limited to superior asset management, investment or strategic accomplishment and/or consummation of beneficial acquisitions.
Overall, the level and mix of compensation that is finally decided upon is considered within the context of both the objective data from Carver’s competitive assessment of compensation and performance, as well as discussion of the subjective factors as outlined above. The Compensation Committee believes that each executive’s compensation is within the competitive range of practices when compared to the objective comparative data and reasonable given Company and individual performance.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information about the shares of Voting Stock authorized by Carver for issuance under equity compensation plans as of March 31, 2010.
             
          Number of 
          securities 
  Number of      remaining 
  securities to be  Weighted-  available for future 
  issued upon  average  issuance under 
  exercise of  exercise price  equity 
  outstanding  of outstanding  compensation 
  options,  options,  plans (excluding 
  warrants and  warrants and  securities reflected 
Plan Category rights  rights  in column (a)) 
             
Equity compensation plans approved by security holders  208,514  $12.03   249,046 
             
Equity compensation plans not approved by security holders  —   —   — 
             
Total  208,514  $12.03   249,046 
The Company’s Stock Incentive Plans do not provide for re-pricing of stock options, which is the cancellation of shares in consideration of the exchange for other stock options to be issued at a lower price, and the Company has not acted to re-price stock options.



Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters.
The following table sets forth, as of February 16, 2011,July 25, 2016, certain information as to shares of Voting Stock beneficially owned by persons owning in excess of 5% of any class of Carver’s outstanding Voting Stock. Carver knows of no person, except as listed below, who beneficially owned more than 5% of any class of the outstanding shares of Carver’s Voting Stock as of February 16, 2011.July 25, 2016. Except as otherwise indicated, the information provided in the following table was obtained from filings with the Securities and Exchange Commission (“SEC”) and with Carver pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For

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purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of these tables, of any shares of stock (1) over which he or she has or shares, directly or indirectly, voting or investment power, or (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days after February 16, 2011.July 25, 2016. As used in this proxy statement, “voting power” is the power to vote or direct the voting of shares, and “investment power” includes the power to dispose or direct the disposition of shares.
         
  Amount and Nature of  Percent of 
Name and Address Beneficial  Common Stock 
of Beneficial Owner Ownership  Outstanding(1) 
Wellington Management Company, LLP
75 State Street
Boston, MA 02109		  244,500(2)  9.68%
Donald Leigh Koch
c/o Koch Asset Management, L.L.C.
1293 Mason Road
Thown & Country, MO 63131		  238,016(3)  9.43%
Third Avenue Management LLC
622 Third Avenue, 32nd Floor
New York, NY 10017
  218,500(4)  8.65%
Deborah C. Wright
c/o Carver Federal Savings Bank
75 West 125th Street
New York, NY 1027
  161,946(5)  6.41%
Bay Pond Partners, L.P.
c/o Wellington Management Company, LLP
280 Congress Street
Boston, MA 02210		  154,700(6)  6.13%
Keefe, Bruyette & Woods, Inc.
787 Seventh Avenue
New York, NY 10019		  143,600(7)  5.69%
Name and Address
of Beneficial Owner
Amount and Nature of Beneficial
Ownership
Percent of
Common Stock
Outstanding(1)
U.S. Department of the Treasury
c/o The Bank of New York Mellon
2 Hanson Place
Brooklyn, NY 11217
2,321,286 (2)
62.8%
(1)On February 16, 2011,July 26, 2015, there were 2,524,6913,696,087 outstanding shares of Common Stock. On October 27, 2011, Carver completed a 1-for-15 reverse stock split, which reduced the number of outstanding shares of common stock from 2,492,415 to 166,161.
(2)Based on a Schedule 13G/A filed withOn October 28, 2011, the SEC on February 14, 2007 by Wellington Management Company, LLP.
(3)Based on a Schedule 13G filed withU.S. Department of the Securities and Exchange Commission jointly by Koch Asset Management, L.L.C. (“KAM”Treasury (the “U.S. Treasury”) and Donald Leigh Koch on February 11, 2011. In its roleexchanged the Series B preferred stock it owned as an investment manager having trading authority over securities held in accounts on behalfpart of its clients (“Managed Portfolios”the TARP Community Development Capital Initiative (the “TARP-CDCI”), KAM has sole dispositive power over 238,016 for 2,321,286 shares of Common Stock and as a result, may be deemed the beneficial owner of the same. Donald Leigh Koch owns 100% of KAM and serves as its managing member, from which Mr. Koch may be deemed to have the power to exercise any dispositive power that KAM may have with respect to Carver Common Stock. Additionally, Mr. Koch, individually, and Mr. Koch and his spouse, jointly, own and hold voting power with respect to Managed Portfolios containing approximately 70,500Series C Preferred stock converted into 1,208,039 shares of Common Stock (the “Koch Shares”). Other than with respect to the Koch Shares, Mr. Koch specifically disclaims beneficial ownership over anyand 45,118 shares of Series D preferred stock. Series C stock was previously reported as Mezzanine equity, and upon conversion to Common Stock that he or KAM may be deemed to beneficially own.
(4)Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2006 by Third Avenue Management LLC.
(5)Includes 132,399 vested options to purchase shares of Common Stock.
(6)Based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2011 jointly by Bay Pond Partners, L.P. and Wellington Hedge Management, LLC.
(7)Based on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2011 by Keefe, Bruyette & Woods, Inc.Series D is now reportable as stockholders’ equity.

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Security Ownership of Management
The following table sets forth information about the shares of Voting Stock beneficially owned by each nominee, each Continuing Director (as defined herein),current director of Carver, each Named Executive Officer identified in the Summary Compensation Table included in this proxy statement, and all directors and executive officers of Carver or Carver Federal, as a group, as of February 16, 2011.July 25, 2016. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Voting Stock indicated and none of the shares are pledged as security.
           
    Amount and Nature    
    of Beneficial    
    Ownership of  Percent of 
    Common Stock  Common Stock 
Name Title (1) (2)  Outstanding (3) 
           
Deborah C. Wright Chairman and Chief Executive Officer  161,946   6.41%
Samuel J. Daniel Director  2,527   * 
Robert Holland, Jr. Director  19,347   * 
Pazel G. Jackson, Jr. Director  1,326   * 
Janet L. Rollé Director  2,000     
Robert R. Tarter Director  2,000   * 
Susan M. Tohbe Director  2,000     
Mark A. Ricca Executive Vice President and Chief Risk Officer  7,500   * 
Chris McFadden Executive Vice President and Chief Financial Officer  7,500   * 
James H. Bason Senior Vice President and Chief Lending Officer  10,033   * 
           
All directors and other executive officers as a group persons (10 persons)      8.56%


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NameTitle
Amount and Nature of Beneficial Ownership of Common Stock (1)
Percent of Common Stock Outstanding (2)
   
Deborah C. WrightChairman of the Board1,656
*
Robert Holland, Jr.Director1,024
*
Pazel G. Jackson, Jr.Director88
*
Janet L. RolléDirector133
*
Robert R. TarterDirector133
*
Susan M. TohbeDirector133
*
Lewis P. Jones IIIDirector1,000
*
Colvin W. GrannumDirector1,000
*
Kenneth J. KnucklesDirector1,000
*
Ingrid LaMae deJonghDirector1,000
*
Michael T. PughPresident, Chief Executive Officer and Director—
*
Christina L. MaierFirst Senior Vice President and Chief Financial Officer—
*
David L. Toner
Former First Senior Vice President and Chief Financial Officer (3)
610
*
John SpencerSenior Vice President, Chief Operations and Information Technology Officer333
*
James Raborn
Former First Senior Vice President, General Counsel, and Loan Workout Officer (4)
—
*
Blondel PinnockSenior Vice President and Chief Lending Officer481
 Less than 1% of outstanding Common Stock.
All directors and other executive
officers as a group persons (16 persons)
8,591
*
* Less than 1% of outstanding Common Stock.
(1)
Amounts of equity securities showninclude shares of common stock subject to options exercisable within 60 days as follows: Ms. Wright — 132,399; Dr. Daniel — 800; Mr. Holland — 2,986;- 1,656; Mr. Tarter — 800; Mr. Bason — 4,863;- 66; Ms. Rollé - 66; Ms. Tohbe - 66; all officers and directors as a group — 141,848.- 1,854.
Amounts of equity securities shownalsoinclude shares of common stock subject to options that are not exercisable within 60 days as follows: Mr. Jones - 600; Mr. Grannum - 600; Mr. Knuckles - 600; Ms. deJongh - 600; all officers and directors as a group - 2,400.
Amounts of equity securities showninclude unvested shares of restricted stock awarded to the executive officers and directors under the 2006 Stock Incentive Plan, which such executive officers and directors have neither voting nor dispositive power, as follows: Ms. Rollé - 13; Ms. Tohbe - 13; Mr. Spencer - 67; Ms. Pinnock - 67; Mr. Jones - 1,000; Mr. Grannum - 1,000; Mr. Knuckles - 1,000; Ms. deJongh - 1,000; all officers and directors as a group - 4,160.

Amounts of equity securities shown also include shares of common stock subject to options that are not exercisable within 60 days as follows: Ms. Wright — 7,596; Dr. Daniel — 200; Ms, Rollé — 1,000; Mr. Tarter — 200; Ms. Tohbe — 1,000; all officers and directors as a group — 9,996.
Amounts of equity securities shown include unvested shares of restricted stock awarded to the executive officers and directors under the 2006 Stock Incentive Plan, which such executive officers and directors have neither voting nor dispositive power, as follows: Dr. Daniel — 200; Ms, Rollé — 1,000; Mr. Tarter — 200; Ms. Tohbe — 1,000; Mr. Ricca — 7,500; Ms. McFadden — 7,500; all officers and directors as a group — 17,400.
(2)Includes 71,499 shares in the aggregate held by the ESOP Trust that have been allocated as of December 31, 2009 to the individual accounts of executive officers under the ESOP and as to which an executive officer has sole voting power for the shares allocated to such person’s account, but no dispositive power, except in limited circumstances. Ms Wright has 9,014 shares and Mr. Bason has 2,388 shares.
(3)Percentages with respect to each person or group of persons have been calculated on the basis of 2,524,691 shares of Common Stock, exclusive of shares held by Carver the total number of3,696,087 shares of Common Stock outstanding as of February 16, 2011July 25, 2016, plus the number of shares of Common Stock which such person or group has the right to acquire within 60 days after February 16, 2011July 25, 2016 by the exercise of stock options.

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Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information about the shares of Voting Stock authorized by Carver for issuance under equity compensation plans as of March 31, 2016.



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Plan CategoryNumber of securities to be issued upon exercise of Outstanding options, warrants and Rights.Weighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
    
Equity compensation plans approved by security holders (1)
5,924$81.65264,075
    
Equity compensation plans not approved by security holders———
    
Total5,924$81.65264,075

(1)Note: Shares have been adjusted to reflect Carver’s 1-for-15 reverse stock split, effective October 27, 2011.

Carver’s Stock Incentive Plans do not provide for re-pricing of stock options, which is the cancellation of shares in consideration of the exchange for other stock options to be issued at a lower price, and Carver has not acted to re-price stock options.


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Item 13.
Certain Relationships and Related Transactions, and Director Independence.


Item 13.Certain Relationships and Related Transactions, and Director Independence.
Board Independence and Leadership Structure

Independence. The Board of Directors has determined that each of its continuing non-management directors, other than Deborah C. Wright, is independent according to the Board’s independence standards as set out in its Bylaws, Corporate Governance Principles, applicable rules of the SEC and the rules of the NASDAQ Stock Market. They are Robert Holland, Jr., Janet L. Rollé, Lewis P. Jones III, Colvin W. Grannum, Robert R. Tarter, Kenneth Knuckles, Ingrid LaMae deJongh, Pazel G. Jackson, Jr., and Susan M. Tohbe. The Board of Directors determined that Deborah C. Wright was not independent because she served as an executive officer of Carver until December 31, 2014.
Board Leadership Structure. The Board of Directors has separated the position of Chairman of the Board from the position of Chief Executive Officer, effective January 1, 2015. The Board of Directors believes this provides an efficient and effective leadership model for Carver.
Lead Independent Director. The Board of Directors has created the position of lead independent director, whose primary responsibility is to preside over periodic executive sessions of the independent members of the Board of Directors. The lead independent director also prepares the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the Board of Directors regarding the actions and recommendations of the independent directors. The independent members of the Board of Directors have designated Robert Holland, Jr. to serve in this position for fiscal year 2017.
Transactions with Certain Related Persons
Applicable law requires that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Carver Federal offers loans to its directors, officers and employees, which loans are made in the ordinary course of business and are not made with more favorable terms nor do they involve more than the normal risk of collectability or present unfavorable features. Furthermore, loans above the greater of $25,000, or 5% of Carver Federal’s capital and surplus (up to $500,000), to Carver Federal’s directors and executive officers must be approved in advance by a majority of the disinterested members of Carver Federal’s Board of Directors. As of the date of this proxy statement, neither Carver nor Carver Federal had made any outstanding loans or extensions of credit to any of its executive officers or directors.



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Item 14.
Principal Accounting Fees and Services.

General
The Finance
Item 14.Principal Accounting Fees and Services.
Audit Committee of the Board of Directors of Fees
Carver has appointed the firm ofpreviously retained KPMG, LLP as independent auditors for Carverits auditor for the fiscal year endingyears ended March 31, 20122016 and the Board of Directors has determined that it would be desirable to request that stockholders ratify such appointment. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Stockholder ratification of the appointment of KPMG LLP is not required by Carver’s Bylaws or otherwise. However, the Board of Directors is submitting the appointment of the independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, the Finance and Audit Committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, the Finance and Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of Carver Bancorp, Inc. and its stockholders.
Auditor Fee Information
2015. KPMG’s fees billed for the fiscal years ended March 31, 20102016 and 20092015 were as follows:
         
  2010  2009 
Audit fees $494,600  $400,000 
       
Audit-Related Fees  —   — 
       
Tax Fees        
Other fees* $—  $69,442 
       
Total $494,600  $469,442 

*Includes audit and tax work for Carver Community Development Corporation and the maintenance
 2016 2015 
Audit fees660,000 $500,000 
Audit-related fees8,000 8,000 
Tax fees— — 
     
Total668,000 $508,000 

Pre-Approval of Carver as a community development entity.

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Pre-Approval Policy for Services by the Independent AuditorsRegistered Public Accounting Firm

During fiscal year 2010,2016, the Finance and Audit Committee of Carver’s Board of Directors pre-approved the engagement of KPMG LLP to provide non-audit services and considered whether, and determined that, the provision of such other services by KPMG LLP is compatible with maintaining KPMG LLP’s independence.
In June 2004, the Finance and Audit Committee established a policy to pre-approve all audit and permissible non-audit services provided by KPMG LLP consistent with applicable SEC rules. Under the policy, prior to the engagement of the independent auditors for the next year’s audit, management submits an aggregate of services expected to be rendered during that year for each of the four categories of services described above to the Finance and Audit Committee for approval. Prior to engagement, the Finance and Audit Committee pre-approves these services by category of service. The fees are budgeted and the Finance and Audit Committee will receive periodic reports from management on actual fees versus the budget by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the pre-approval. In those instances, the Finance and Audit Committee requires specific pre-approval before engaging the independent auditor.
The Finance and Audit Committee has delegated pre-approval authority, subject to certain limits, to the chairman of the committee. The chairman is required to report, for informational purposes, any pre-approval decisions to the Finance and Audit Committee at its next regularly scheduled meeting.
Report of the Finance and Audit Committee of the Board of Directors
This report is furnished by the Carver Finance and Audit Committee of the Board of Directors as required by the rules of the SEC under the Exchange Act. The report of the Finance and Audit Committee shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except to the extent that Carver specifically incorporates this information by reference, and shall not otherwise be deemed to be filed under the Securities Act or the Exchange Act.
The Board of Directors has adopted a written charter that sets forth the Finance and Audit Committee’s duties and responsibilities and reflects applicable rules of the NASDAQ Stock Market and SEC regulations.
All members of the Finance and Audit Committee have been determined to be independent as defined in the listing requirements of the NASDAQ Stock Market. The Board of Directors has determined that Robert R. Tarter, Pazel G. Jackson, Jr. and Susan M. Tohbe each qualify as an “audit committee financial expert.” The Finance and Audit Committee received the required written disclosures and letter from KPMG LLP, Carver’s independent accountants for fiscal year ended March 31, 2016, required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning the independent registered public accounting firm’s independence. The Finance and Audit Committee reviewed and discussed with the Company’sCarver’s management and KPMG LLP the audited financial statements of the CompanyCarver contained in the Company’sCarver’s fiscal year 20102016 annual report on Form 10-K. The Finance and Audit Committee has also discussed with KPMG LLP the matters required to be discussed pursuant to the Codified Statements on Auditing Standards No. 61, as amended or supplemented.


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Throughout the year, the Finance and Audit Committee had full access to management and the independent and internal auditors for the Company.Carver. The Finance and Audit Committee consulted with advisors regarding the Sarbanes-Oxley Act of 2002, the NASDAQ Stock Market’s corporate governance listing standards and the corporate governance environment in general and considered any additional requirements of the Finance and Audit Committee as well as additional procedures or matters the Finance and Audit Committee should consider. DuringFollowing the end of fiscal year 2010,2016, the Finance and Audit Committee approved the retention of the Company’sBDO USA, LLP as Carver’s independent accounting firm KPMG LLP, and received the Board’s ratification of this decision. The Finance and Audit Committee acts only in an oversight capacity and necessarily relies on the assurances and work of the Company’sCarver’s management and independent auditors who expressed an opinion on the Company’sCarver’s annual financial statements.  The Company’sCarver's management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control.
Based on its review and discussions described in the immediately preceding paragraphs, the Finance and Audit Committee recommended to the Board of Directors that the audited financial statements included in the Company’sCarver’s fiscal year 20102016 Annual Report on Form 10-K be included in that report.
Finance and Audit Committee of Carver Bancorp, Inc.
Robert R. Tarter (Chairman)
Pazel G. Jackson, Jr.
32

Susan M. Tohbe

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  CARVER BANCORP, INC. 
    
February 24, 2011August 18, 2016By/s/ Deborah Wright
Michael T. Pugh 
  Deborah C. WrightMichael T. Pugh 
  ChairmanPresident and Chief Executive Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on August 12, 2016 by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Deborah Wright
Deborah C. Wright
Michael T. Pugh		ChairmanPresident and Chief Executive Officer
Michael T. Pugh(Principal Executive Officer)
  
/s/ Chris McFadden
Chris McFadden
Christina L. Maier		First Senior Vice President and Chief Financial Officer
Christina L. Maier(Principal FinancialAccounting Officer and AccountingPrincipal Financial Officer)
  
/s/ Deborah C. WrightChairman
/s/ Samuel J. Daniel
Samuel J. Daniel
Deborah C. Wright		Director 
  
/s/ Ingrid LaMae deJonghDirector
/s/ Robert Holland, Jr.
Robert Holland, Jr.
Ingrid LaMae deJongh		Lead Director 
  
/s/ Colvin W. GrannumDirector
Colvin W. Grannum 
/s/ Robert Holland, Jr.Lead Director
Robert Holland, Jr.
/s/ Pazel G. Jackson, Jr.
Director
Pazel G. Jackson, Jr.Director 
  
/s/ Lewis P. Jones IIIDirector
/s/ Janet L. Rollé
Janet L. Rollé
Lewis P. Jones III		Director 
  
/s/ Kenneth J. KnucklesDirector
/s/ Robert R. Tarter
Robert R. Tarter
Kenneth J. Knuckles		Director 
  
/s/ Michael T. PughDirector
Michael T. Pugh 
/s/ Janet L. RolléDirector
Janet L. Rollé 
/s/ Robert R. TarterDirector
Robert R. Tarter
/s/ Susan M. Tohbe
Director
Susan M. Tohbe Director 


33