SECURITIES AND EXCHANGE COMMISSION
100 F Street NE
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No.1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended March 31, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission
File No. 001-13007
 Carver Bancorp, Inc.
  Delaware
    
    13-3904174(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)75 West 125thStreet, New York, NY
    
    10027(Address of Principal Executive Offices)
    
    Zip Code
 (212) 360-8820  (Registrants telephone number)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value
    
    The NASDAQ Stock Market, LLC
  YES o NO þ
 YES o NO þ
 þ o
 YES o NO o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 YES o NO þ
 November 2, 2009 2,474,719
 November 2, 2009 $13,639,124




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DOCUMENTS INCORPORATED BY REFERENCE




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Explanatory Note




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Item 10. Directors, Executive Officers and Corporate Governance
 DIRECTORS
 Carol Baldwin Moody
 Dr. Samuel J. Daniel
 David L. Hinds
 Robert Holland, Jr.
 Pazel G. Jackson, Jr.
  1




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Edward B. Ruggiero
 Robert R. Tarter
 Deborah C. Wright
 Executive Officers of Carver and Carver Federal
  Executive Officers
 James Bason
 James Carter,
  2




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Chris McFadden,
 Blondel A. Pinnock
 Mark A. Ricca, 52,
 Margaret D. Roberts
 John F. Spencer .
  3




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General
  Independence.
 Lead Independent Director.
 Director Terms.
 Executive Sessions.
 Outside Advisors.
 Board Self-Evaluation.
 Corporate Governance Principles
 www.carverbank.com
 Director Independence Determination
   4




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Communications with Board of Directors
  th
   Financial Expert, Audit Committee Independence and Financial Sophistication
  Director Selection Process
     5




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Code of Ethics
 www.carverbank.com th
 Website Access to Governance Documents
 www.carverbank.com th
 Board and Committee Meetings
   Executive Committee.
  6




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Nominating/Corporate Governance Committee.
  Compensation Committee.
 Finance and Audit Committee.
 
    
    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.
 15
  7




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Asset/Liability and Interest Rate Risk Committee.
 Compensation Committee Report
   
  8




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Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Executive Summary
 Committee Compensation Committee
 Named Executive
Officers
 Name
    
    Position with the Company During Fiscal 2009Deborah C. Wright
    
    Chairman and Chief Executive OfficerRoy Swan
    
    Executive Vice President and Chief Financial OfficerCharles F. Koehler
    
    Executive Vice President, LendingJames H. Bason, Jr.
    
    Senior Vice President and Chief Lending OfficerSusan M. Ifill
    
    Senior Vice President and Chief Retail OfficerMichael Trinidad
    
    Senior Vice President and ControllerThomas Sperzel
    
    Senior Vice President and Controller
  9




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Compensation Philosophy
   
    
    Enables Carver to attract and retain top talent by providing
competitive award opportunities while at the same time effectively
controlling compensation costs.
 
    
    Places significant focus on incentive/performance based rewards that
are contingent on achievement of Company and individual performance.
 
    
    Enhances Carvers long-term stockholder value.
  
    
    Internal and External Benchmarks  executive performance is measured
against the Companys 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  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 reflects a balance of
short-term performance (i.e., how the Company meets its annual goals)
and long-term performance (i.e., building a platform for sustained,
profitable growth over multiple years).
 
    
    Unique Business Model  Carvers legacy is anchored in a 60-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 a
majority of the residents of communities in which the Company
operates. 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.
  10




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Benchmarking of Compensation
   Peer Group
 
   11




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Compensation-Related Governance and Roles of the Committee and Others in Executive Compensation
 Participation in Capital Purchase Program
  
    
    Limit on Severance.The Company was required to limit amounts that can be paid to any
senior executive officer upon their involuntary separation of service to amounts not
exceeding three times the terminated officers average compensation over the five years
prior to termination. The Companys senior executive officers have agreed to forego all
severance payments as long as they remain senior executive officers and for the duration of
the CPP Covered Period.
 
    
    Claw back 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s senior executive officers 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.
 
    
    No Compensation Arrangements that Encourage Excessive Risks.The Company is prohibited
from entering into compensation arrangements that encourage senior executive officers to
take unnecessary and excessive risks that threaten the value of the Company. To insure
this does not occur, the Companys Compensation Committee is required to meet at least once
a year with senior risk officers to review the Companys executive compensation arrangements
in light of the Companys risk management policies and practices. To the extent that such
review suggests revisions to any compensation arrangement, the Company agrees to modify
promptly the compensation arrangement to eliminate any undue risk. In March 2009, The
Compensation Committee met with the Company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 a SEO to engage in unnecessary or excessive
risk. The performance measures include net income, loan and deposit growth, efficiency
ratio, SOX 404 compliance, New Markets Tax Credit allocation deployment and individual SEO
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. An SEOs 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, an SEOs
incentive compensation can be reduced to zero based upon individual performance, further
ensuring SEOs are not rewarded for performance that is not in Carvers best long term
interests.
 
    
    Limit on Federal Income Tax Deductions.During the CPP Covered Period, the Company is
prohibited from taking a federal income tax deduction for compensation paid to senior
executive officers in excess of $500,000 per year.
 American Recovery and Reinvestment Act of 2009
  
    
    Limit on Severance.The ARRA standards prohibit severance payments resulting from
termination of employment for any reason, except for payments for services performed or
benefits accrued. Under ARRA, we are prohibited from making any severance payment to the
Companys senior executive officers and the next five most highly compensated employees
during the CPP Covered Period.
  12




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
    
    Recovery of Incentive Compensation if Based on Certain Material Inaccuracies.The ARRA
standards also contain the claw-back provision discussed above but will extend its
application to any bonus or retention awards and other incentive compensation paid to any of
the Companys senior executive officers and the next 20 most highly compensated employees that is later
found to have been based on materially inaccurate financial statements or other materially
inaccurate measurements of performance.
 
    
    No Compensation Arrangements That Encourage Earnings Manipulation.The ARRA standards
prohibit the Company from entering into compensation arrangements that encourage
manipulation of reported earnings to enhance the compensation of any of the Companys
employees.
 
    
    Limits on Incentive Compensation. The ARRA standards prohibit the payment or accrual of
any bonus, retention award or incentive compensation to the Companys most highly
compensated employee (in Carvers case, the CEO) other than awards of long-term restricted
stock that (i) do not fully vest during the CPP Coverage Period, (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 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. ARRA requires that the Companys Compensation Committee
be comprised solely of independent directors and that it meets at least semiannually to
discuss and evaluate the Companys employee compensation plans in light of an assessment of
any risk posed to the Company from such compensation plans.
 
    
    Compliance Certifications.ARRA requires a written certification by the Companys Chief
Executive Officer and Chief Financial Officer of the Companys compliance with the
provisions of ARRA. These certifications must be contained in the Companys Annual Report on
Form 10-K that is filed after the relevant Treasury regulations are issued.
 
    
    Treasury Review of Excessive Bonuses Previously Paid.ARRA directs the Secretary of the
Treasury to review all compensation paid to the Companys senior executive officers and the
Company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 Treasury makes such a finding, the
Secretary of the Treasury is directed to negotiate with the TARP CPP recipient and the
affected employees for appropriate reimbursements to the Treasury with respect to the
compensation and bonuses.
 
    
    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
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 Company is implementing this provision by including the submission of Item 3,
Advisory Vote on Compensation of Named Executive Officers set forth in this proxy
statement.
   13




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Role of the Compensation Committee
    Interaction with the Compensation Consultant
  PM&P
  Role of Executives in Committee Deliberations
    14




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Total Compensation Program Components
  Base Salary
  Short-Term Incentives
      
    
    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
  15




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##### 



Target IncentiveRatio
    
    
    Potential Range(as percentage of
    
    
    (with additional 30%Executive
    
    salary)
    
    
    upside potential)CEO  Deborah Wright
    
    
    50
    %
    
    
    0%  97.5
    %CFO  Roy Swan
    
    
    30
    %
    
    
    0%  58.5
    %Charles F. Koehler
    
    
    25
    %
    
    
    0%  48.8
    %James Bason, Jr.
    
    
    25
    %
    
    
    0%  48.8
    %Susan M. Ifill
    
    
    25
    %
    
    
    0%  48.8
    %Michael Trinidad
    
    
    20
    %
    
    
    0%  39.0
    %Thomas Sperzel
    
    
    20
    %
    
    
    0%  39.0
    %
   Long-Term Incentive Compensation
 Plan
    16




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TargetExecutive
    
    AwardCEO   Deborah Wright
    
    
    60
    %CFO  Roy Swan
    
    
    30
    %Charles F. Koehler
    
    
    25
    %James Bason, Jr.
    
    
    25
    %Susan M. Ifill
    
    
    25
    %Michael Trinidad
    
    
    20
    %Thomas Sperzel
    
    
    20
    %
   17




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##### 



Compensation of Executive Officers and Directors
 Executive Officer Compensation
 SUMMARY COMPENSATION TABLE at FISCAL YEAR-END 2009
 named executive officers
 Change inPension Valueand NonqualifiedYear
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredEnded
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and Position
    
    3/31
    
    
    Salary
    
    
    Bonus
    
    
    Awards (6)
    
    
    Awards (6)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    Total(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Deborah C. Wright (1)
    
    
    2009
    
    
    $
    376,698
    
    
    $
    0
    
    
    $
    65,765
    
    
    $
    42,009
    
    
    $
    0
    
    
    $
    1,204
    
    
    $
    26,298
    
    
    $
    511,974Chairman and Chief
    
    
    2008
    
    
    $
    350,006
    
    
    $
    25,000
    
    
    $
    90,846
    
    
    $
    50,491
    
    
    $
    308,690
    
    
    $
    1,378
    
    
    $
    12,402
    
    
    $
    838,812Executive Officer
    
    
    2007
    
    
    $
    315,694
    
    
    $
    10,000
    
    
    $
    37,742
    
    
    $
    50,491
    
    
    $
    346,992
    
    
    $
    1,005
    
    
    $
    26,847
    
    
    $
    788,771Roy Swan (2)
    
    
    2009
    
    
    $
    142,920
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    $
    2,800
    
    
    $
    145,720Executive Vice
    
    
    2008
    
    
    $
    250,010
    
    
    $
    32,498
    
    
    $
    33,627
    
    
    $
    14,620
    
    
    $
    112,002
    
    
    
    
    
    
    $
    12,390
    
    
    $
    455,147President and Chief
    
    
    2007
    
    
    $
    224,597
    
    
    $
    10,000
    
    
    $
    20,536
    
    
    $
    14,620
    
    
    $
    114,339
    
    
    
    
    
    
    $
    28,710
    
    
    $
    412,802Financial OfficerJames H. Bason, Jr. (3)
    
    
    2009
    
    
    $
    176,854
    
    
    $
    0
    
    
    $
    8,693
    
    
    $
    315
    
    
    $
    0
    
    
    
    
    
    
    $
    8,143
    
    
    $
    194,005Senior Vice President
    
    
    2008
    
    
    $
    170,000
    
    
    $
    12,300
    
    
    $
    13,705
    
    
    $
    3,074
    
    
    $
    69,300
    
    
    
    
    
    
    $
    3,591
    
    
    $
    271,970and Chief Lending Officer
    
    
    2007
    
    
    $
    154,009
    
    
    $
    7,500
    
    
    $
    9,915
    
    
    $
    3,074
    
    
    $
    74,836
    
    
    
    
    
    
    $
    15,184
    
    
    $
    264,518Charles F. Koehler (4)
    
    
    2009
    
    
    $
    166,696
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    $
    9,200
    
    
    $
    175,896Executive Vice
    
    
    2008
    
    
    $
    221,442
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    68,000
    
    
    
    
    
    
    $
    8,800
    
    
    $
    298,242President, LendingSusan M. Ifill (5)
    
    
    2009
    
    
    $
    173,854
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    $
    27,169
    
    
    $
    201,023Senior Vice President
    
    
    2008
    
    
    $
    170,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    51,000
    
    
    
    
    
    
    $
    26,800
    
    
    $
    247,800and Chief Retail OfficerMichael Trinidad (7)
    
    
    2009
    
    
    $
    150,253
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    $
    962
    
    
    $
    151,215Senior Vice President and ControllerThomas Sperzel(8)
    
    
    2009
    
    
    $
    11,923
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    $
    0
    
    
    $
    11,923Senior Vice President and Controller
 
 (1)
    
    Ms. Wright: Other compensation includes $9,200 401k Plan match and 9,014 ESOP shares valued
at $3.41 per share on 3/31/2009. Pursuant to the Companys incentive plan programs, no awards
were made for fiscal 2009 performance.(2)
    
    Mr. Swan resigned from the Company on 9/23/2008. Other compensation includes $2,800 401k Plan
match.(3)
    
    Mr. Bason: Other compensation includes 2,388 ESOP shares valued at $3.41 per shares on
3/31/2009. Pursuant to the Companys incentive plan programs, no awards were made for fiscal
2009 performance.(4)
    
    Mr. Koehler resigned from the Company on 2/27/2009. Other compensation includes $9,200 401k
Plan match.(5)
    
    Ms. Ifill resigned from the Company on 3/31/2009. Other compensation includes $9,169 401k
Plan match and $18,000 paid June 2008, the final installment payment of a 2007 signing bonus.(6)
    
    The amounts in columns (e) and (f) reflect the dollar amount recognized for financial
statement purposes for the fiscal year ended March 31, 2009 in accordance with SFAS 123(R) and
may include amounts from awards granted in and prior to the fiscal year. Assumptions used in
the calculation of these amounts are included in the footnotes to the Companys audited
financial statements for the fiscal year ended March 31, 2009 in the Companys Annual Report
on Form 10-k filed with the Securities and Exchange Commission.(7)
    
    Mr. Trinidad resigned from the Company on 3/10/2009. Other compensation includes $962 in
401k Plan match.(8)
    
    Mr. Sperzel resigned from the Company on 6/27/2009.  18




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19




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GRANTS OF PLAN-BASED AWARDS at FISCAL YEAR-END 2009
 All otherAll
    
    
    optionother
    
    
    awards:
    
    
    
    
    
    
    Grant datestock
    
    
    Number
    
    
    
    
    
    
    fairawards:
    
    
    of
    
    
    Exercise
    
    
    marketNumber
    
    
    securities
    
    
    or base
    
    
    value ofEstimated future payouts under
    
    
    Estimated future payouts under
    
    
    of shares
    
    
    under-
    
    
    price of
    
    
    stock andnon-equity incentive plan awards (1)
    
    
    equity incentive plan awards (2)
    
    
    of stock
    
    
    lying
    
    
    option
    
    
    optionGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    or units
    
    
    options
    
    
    awards
    
    
    awardsName
    
    date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)(3)
    
    
    (#)
    
    
    ($/Sh)
    
    
    ($)(4)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)Deborah C. Wright
annual bonus
    
    
    
    
    
    $
    96,250
    
    
    $
    192,500
    
    
    $
    375,375LTIP cash
    
    
    
    
    
    $
    92,400
    
    
    $
    184,800
    
    
    $
    360,360stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,774
    
    
    
    13,548
    
    
    
    26,419
    
    
    
    4,807
    
    
    
    
    
    
    
    
    
    
    $
    40,860options
    
    
    Roy Swan
annual bonus
    
    
    
    
    
    $
    43,127
    
    
    $
    86,253
    
    
    $
    168,193LTIP cash
    
    
    
    
    
    $
    34,501
    
    
    $
    69,002
    
    
    $
    134,555stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,529
    
    
    
    5,059
    
    
    
    9,865
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    $
    17,000optionsJames Bason, Jr.
annual bonus
    
    
    
    
    
    $
    22,313
    
    
    $
    44,625
    
    
    $
    87,019LTIP cash
    
    
    
    
    
    $
    17,850
    
    
    $
    35,700
    
    
    $
    69,615stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,309
    
    
    
    2,617
    
    
    
    5,104
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    $
    6,588options
    
    
    Charles F. Koehler
annual bonus
    
    
    
    
    
    $
    21,244
    
    
    $
    42,488
    
    
    $
    82,851LTIP cash
    
    
    
    
    
    $
    16,995
    
    
    $
    33,990
    
    
    $
    66,281stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    3,055
    
    
    
    5,958
    
    
    
    941
    
    
    
    
    
    
    
    
    
    
    $
    7,999options
    
    
    Susan M. Ifill
annual bonus
    
    
    
    
    
    $
    21,888
    
    
    $
    43,775
    
    
    $
    85,361LTIP cash
    
    
    
    
    
    $
    17,510
    
    
    $
    35,020
    
    
    $
    52,530stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,275
    
    
    
    2,549
    
    
    
    4,971
    
    
    
    705
    
    
    
    
    
    
    
    
    
    
    $
    5,993options
    
    
    Michael Trinidad
annual bonus
    
    
    
    
    
    $
    15,749
    
    
    $
    31,499
    
    
    $
    61,423LTIP cash
    
    
    
    
    
    $
    12,600
    
    
    $
    25,199
    
    
    $
    37,799stock
    
    
    6/11/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    881
    
    
    
    1,762
    
    
    
    3,437
    
    
    
    435
    
    
    
    
    
    
    
    
    
    
    $
    3,698options
    
    
    Thomas Sperzel
annual bonus
    
    
    
    
    
    $
    15,500
    
    
    $
    31,000
    
    
    $
    60,450LTIP cash
    
    
    
    
    
    $
    12,400
    
    
    $
    24,800
    
    
    $
    37,200stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    909
    
    
    
    1,818
    
    
    
    3,545
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    $
    0options
    
    
    
 (1)
    
    The threshold amounts reflect the minimum payment level under the Companys current incentive
compensation plans, which is 50% of the target amount. The maximum amount is 150% of the
target amount plus up to an additional 30% for exceptional performance. These amounts are
based on the individuals base salary and position at the end of the fiscal year.(2)
    
    The equity threshold amounts reflect the same minimums and maximums discussed in footnote
(1). The stock award thresholds are based on the calculated cash value pursuant to the
Companys incentive compensation plan divided by the share price of $3.41 on 3/31/09. No
option awards were granted in the fiscal year. Option award thresholds, if awarded, would
have been based on the calculated cash value pursuant to the Companys incentive compensation
plan, a fiscal year end Black-Scholes value and the share price on 3/31/09. To reduce
dilution and maintain a 3-year average burn-rate in line with industry practices, fiscal 2008
equity awards were limited to restricted stock equal to 20% of the value of the long-term
incentive award with the remaining 80% given in cash with the same vesting schedule as the
equity awards. The mix of restricted stock, options and cash may change from year to year to
limit shareholder dilution.(3)
    
    The amounts reflect the number of shares of stock granted in the fiscal year ended 3/31/09
for fiscal 2008 performance to each Named Executive Officer pursuant to the Companys Stock
Incentive Plan.(4)
    
    The amounts reflect the value of the shares of stock at $8.50 per share on the grant date.  20




---



##### 



OUTSTANDING EQUITY AWARDS at FISCAL YEAR-END 2009
 Option Awards
    
    
    Stock AwardsEquityincentiveEquity
    
    
    planincentive
    
    
    awards:plan
    
    
    market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    awards:
    
    
    payoutincentive plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    value of
    
    
    number of
    
    
    value ofNumber of
    
    
    Number of
    
    
    awards number
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    shares or
    
    
    unearned
    
    
    unearnedsecurities
    
    
    securities
    
    
    of securities
    
    
    
    
    
    
    
    
    
    
    shares or
    
    
    units of
    
    
    shares,
    
    
    shares,underlying
    
    
    underlying
    
    
    underlying
    
    
    
    
    
    
    
    
    
    
    units of
    
    
    stock
    
    
    units or
    
    
    units orunexercised
    
    
    unexercised
    
    
    unexercised
    
    
    Option
    
    
    
    
    
    
    stock that
    
    
    that
    
    
    other rights
    
    
    other rightsDate of

    
    
    options
    
    
    options
    
    
    unearned
    
    
    exercise
    
    
    Option
    
    
    have not
    
    
    have not
    
    
    that have
    
    
    that haveOption
    
    
    (#)
    
    
    (#)
    
    
    options
    
    
    price
    
    
    Expiration
    
    
    vested
    
    
    vested
    
    
    not vested
    
    
    not vestedName
    
    Grant
    
    
    exercisable
    
    
    unexercisable
    
    
    (#)
    
    
    ($)
    
    
    date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($) (1)(a)
    
    
    
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Deborah C. Wright
    
    
    06/01/99
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    8.125
    
    
    
    5/29/2009
    
    
    
    
    
    
    
    
    
    
    
    16,847
    
    
    $
    57,44806/01/00
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    8.210
    
    
    
    5/30/20108/22/2001
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    9.930
    
    
    
    8/20/20116/12/2002
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    12.060
    
    
    
    6/9/20126/24/2003
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    16.410
    
    
    
    6/21/20136/24/2004
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    19.630
    
    
    
    6/22/20146/9/2005
    
    
    
    4,074
    
    
    
    9,507
    
    
    
    
    
    
    
    17.130
    
    
    
    6/7/201511/20/2006
    
    
    
    4,696
    
    
    
    7,046
    
    
    
    
    
    
    
    16.500
    
    
    
    11/17/20165/11/2007
    
    
    
    2,624
    
    
    
    10,496
    
    
    
    
    
    
    
    16.900
    
    
    
    5/11/2017Roy Swan
    
    
    6/9/2005
    
    
    
    
    
    
    
    7,250
    
    
    
    
    
    
    
    17.130
    
    
    
    12/23/2008
    
    
    
    
    
    
    
    
    
    
    
    3,842
    
    
    $
    13,10111/20/2006
    
    
    
    
    
    
    
    2,727
    
    
    
    
    
    
    
    16.500
    
    
    
    12/23/20085/4/2007
    
    
    
    
    
    
    
    2,858
    
    
    
    
    
    
    
    17.040
    
    
    
    12/23/2008James H. Bason, Jr.
    
    
    2/5/2003
    
    
    
    2,700
    
    
    
    
    
    
    
    
    
    
    
    12.410
    
    
    
    2/2/2013
    
    
    
    
    
    
    
    
    
    
    
    2,931
    
    
    $
    9,9956/24/2004
    
    
    
    1,250
    
    
    
    
    
    
    
    
    
    
    
    19.630
    
    
    
    6/22/20146/9/2005
    
    
    
    273
    
    
    
    640
    
    
    
    
    
    
    
    17.130
    
    
    
    6/7/20155/4/2007
    
    
    
    Charles F. Koehler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    941
    
    
    $
    3,209Susan M. Ifill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    705
    
    
    $
    2,404Michael Trinidad
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    435
    
    
    $
    1,483Thomas Sperzel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Unvested shares value is based on Carvers stock price of $3.41 at close of business on
3/31/2009.  21




---



##### 



Grant Date
    
    
    Shares granted
    
    
    Unvested
    
    
    Vesting Dates of Unvested Shares
    
    
    Vesting ScheduleDeborah Wright
    
    
    6/9/2005
    
    
    
    5,432
    
    
    
    3,803
    
    
    
    6/9/2009
    
    
    
    6/9/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10% yrs 1  4; 60% year 511/20/2006
    
    
    
    5,513
    
    
    
    3,309
    
    
    
    6/14/2009
    
    
    
    6/14/2010
    
    
    
    6/14/2011
    
    
    
    
    
    
    
    
    
    
    20% per year5/11/2007
    
    
    
    6,160
    
    
    
    4,928
    
    
    
    5/11/2009
    
    
    
    5/11/2010
    
    
    
    5/11/2011
    
    
    
    5/11/2012
    
    
    
    
    
    
    20% per year6/11/2008
    
    
    
    4,807
    
    
    
    4,807
    
    
    
    6/11/2009
    
    
    
    6/11/2010
    
    
    
    6/11/2011
    
    
    
    6/11/2012
    
    
    
    6/11/2013
    
    
    20% per yearTotal Unvested
    
    
    
    
    
    
    
    
    
    
    16,847Roy Swan Resigned 9/23/2008
    
    
    5/26/2005
    
    
    
    3,62511/20/2006
    
    
    
    1,280
    
    
    
    7685/4/2007
    
    
    
    1,342
    
    
    
    1,0746/11/2008
    
    
    
    2,000
    
    
    
    2,000Total Forfeited
    
    
    
    
    
    
    
    
    
    
    3,842James Bason
    
    
    6/9/2005
    
    
    
    1,096
    
    
    
    768
    
    
    
    6/9/2009
    
    
    
    6/9/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10% yrs 1  4; 60% year 511/20/2006
    
    
    
    690
    
    
    
    414
    
    
    
    6/14/2009
    
    
    
    6/14/2010
    
    
    
    6/14/2011
    
    
    
    
    
    
    
    
    
    
    20% per year5/4/2007
    
    
    
    775
    
    
    
    620
    
    
    
    5/4/2009
    
    
    
    5/4/2010
    
    
    
    5/4/2011
    
    
    
    5/4/2012
    
    
    
    
    
    
    20% per year6/11/2008
    
    
    
    1,129
    
    
    
    1,129
    
    
    
    6/11/2009
    
    
    
    6/11/2010
    
    
    
    6/11/2011
    
    
    
    6/11/2012
    
    
    
    6/11/2013
    
    
    20% per yearTotal Unvested
    
    
    
    
    
    
    
    
    
    
    2,931Charles F. Koehler
Resigned 2/27/2009
    
    
    06/11/08
    
    
    
    941
    
    
    
    941Total Forfeited
    
    
    
    
    
    
    
    
    
    
    941Susan M. Ifill
Resigned 3/31/2009
    
    
    06/11/08
    
    
    
    705
    
    
    
    705Total Forfeited
    
    
    
    
    
    
    
    
    
    
    705Michael Trinidad
Resigned 3/10/2009
    
    
    06/11/08
    
    
    
    435
    
    
    
    435Total Forfeited
    
    
    
    
    
    
    
    
    
    
    435Thomas Sperzel
Resigned 6/27/2009
    
    
    Total Unvested
    
    
    
    
    
    
    
    
    
    
    0
  22




---



##### 



OPTION EXERCISES AND STOCK VESTED at FISCAL YEAR-END 2009
 Option awards
    
    
    Stock awards (1)Number ofNumber of
    
    
    Value
    
    
    shares
    
    
    Valueshares
    
    
    realized
    
    
    acquired
    
    
    realizedacquired
    
    
    upon
    
    
    on
    
    
    onon exercise
    
    
    exercise
    
    
    vesting
    
    
    vestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)Deborah C. Wright (2)
    
    
    
    
    
    
    
    
    
    
    2,877
    (2)
    
    $
    26,547Roy Swan (3)
    
    
    
    
    
    
    
    
    
    
    1,733
    (3)
    
    $
    16,637James H. Bason, Jr. (4)
    
    
    
    
    
    
    
    
    
    
    402
    (4)
    
    $
    3,943Charles F. Koehler
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0Susan M. Ifill
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0Michael Trinidad
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0Thomas Sperzel
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0
 (1)
    
    All vested shares are time-based. Price is based on the average of the high and low stock price
on the vesting date.(2)
    
    Deborah Wright   Grant Date
    
    Vested Shares
    
    
    Vesting Date
    
    
    Vesting Price06/09/05
    
    
    543
    
    
    
    06/09/08
    
    
    
    8.83
    
    
    $
    4,79211/20/06
    
    
    1,102
    
    
    
    06/14/08
    
    
    
    8.50
    
    
    $
    9,36705/11/07
    
    
    1,232
    
    
    
    05/11/08
    
    
    
    10.06
    
    
    $
    12,388Total
    
    
    2,877
    
    
    
    
    
    
    
    
    
    
    $
    26,547
 (3)
    
    Roy Swan   Grant Date
    
    Vested Shares
    
    
    Vesting Date
    
    
    Vesting Price05/26/05
    
    
    1,209
    
    
    
    05/27/08
    
    
    
    9.38
    
    
    $
    11,33411/20/06
    
    
    256
    
    
    
    06/14/08
    
    
    
    8.50
    
    
    $
    2,17605/04/07
    
    
    268
    
    
    
    05/04/08
    
    
    
    11.67
    
    
    $
    3,126Total
    
    
    1,733
    
    
    
    
    
    
    
    
    
    
    $
    16,637
 (4)
    
    James Bason   Grant Date
    
    Vested Shares
    
    
    Vesting Date
    
    
    Vesting Price06/09/05
    
    
    109
    
    
    
    06/09/08
    
    
    
    8.83
    
    
    $
    96211/20/06
    
    
    138
    
    
    
    06/14/08
    
    
    
    8.50
    
    
    $
    1,17305/04/07
    
    
    155
    
    
    
    05/04/08
    
    
    
    11.67
    
    
    $
    1,808Total
    
    
    402
    
    
    
    
    
    
    
    
    
    
    $
    3,943
  23




---



##### 



Nonqualified Deferred Compensation Plans
  Benefits and Perquisites
  Benefits Plans
 Pension Plan . Pension Plan
  Number of
    
    
    Presentyears
    
    
    value of
    
    
    PaymentsCredited
    
    
    accumulated
    
    
    during lastservice
    
    
    benefit
    
    
    fiscal yearName
    
    Plan name
    
    
    (#)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)CEO  Deborah C. Wright
    
    Carver Federal Savings Bank Retirement Income  Plan
    
    
    
    1
    
    
    $
    15,919.18
    (1)
    
    
    CFO  Roy Swan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James H. Bason, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Charles F. Koehler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Susan M. Ifill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Trinidad
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Sperzel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    The Companys defined benefit pension plan was frozen 12/31/2000. 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. 4 01(k) Savings Plan. 4 01(k) Plan
  24




---



##### 



ESOP
 Employment and Other Agreements with Executive Officers
    excess parachute payments excess parachute payment,
  25




---



##### 



Letter Agreements
 at-will
  Change in Control Arrangements
 
  26




---



##### 



CIC
 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL at FISCAL YEAR-END 2009
 Involuntary
    
    
    For CauseNot For
    
    
    or byCause or by
    
    
    ExecutiveExecutive
    
    
    withoutwith Good
    
    
    Good
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change inReason
    
    
    Reason
    
    
    Disability
    
    
    Retirement
    
    
    Death
    
    
    ControlDeborah Wright, Chairman and Chief Executive OfficerCash Wages (1)
    
    $
    834,167
    
    
    $
    0
    
    
    $
    625,625
    
    
    
    
    
    
    
    
    
    
    $
    1,155,000Incentive (2)
    
    $
    577,500
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    577,500Health, Welfare, Perquisites and Other Personal Benefits(3)
    
    $
    43,100
    
    
    $
    0
    
    
    $
    28,600
    
    
    
    
    
    
    
    
    
    
    $
    54,100Retirement Plans (4)
    
    $
    42,300
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    42,300Long Term Incentive Plan (5)
    
    $
    677,800
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    677,800Total
    
    $
    2,174,867
    
    
    $
    0
    
    
    $
    654,225
    
    
    
    
    
    
    
    
    
    
    $
    2,506,700Roy Swan, Executive Vice President and Chief Financial Officer(1)Total
    
    
    n/a
    
    
    $
    0
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aJames Bason, Senior Vice President and Chief Lending OfficerCash Wages (1)
    
    $
    13,731
    
    
    $
    0
    
    
    $
    107,101
    
    
    
    
    
    
    
    
    
    
    $
    133,876Incentive (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    Health, Welfare, Perquisites and Other Personal Benefits(3)
    
    $
    5,100
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    13,900Retirement Plans (4)
    
    
    
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    Long Term Incentive Plan (5)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    88,980Total
    
    $
    18,831
    
    
    $
    0
    
    
    $
    107,101
    
    
    
    
    
    
    
    
    
    
    $
    236,755Charles Koehler, Executive Vice President, Lending(1)Total
    
    
    n/a
    
    
    $
    0
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aSusan M. Ifill, Senior Vice Present and Chief Retail Officer(1)Total
    
    
    n/a
    
    
    $
    0
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aMichael Trinidad, Senior Vice President and Controller(1)Total
    
    
    n/a
    
    
    $
    0
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aThomas Sperzel, Senior Vice President and Controller(1)Cash Wages (1)
    
    $
    35,769
    
    
    $
    0
    
    
    $
    93,000
    
    
    
    
    
    
    
    
    
    
    $
    116,250Incentive (2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    Health, Welfare, Perquisites and Other Personal Benefits(3)
    
    $
    3,300
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    13,900Retirement Plans (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    Long Term Incentive Plan (5)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    $
    0Total
    
    $
    39,069
    
    
    $
    0
    
    
    $
    93,000
    
    
    
    
    
    
    
    
    
    
    $
    130,150
 (1)
    
    For Mr. Bason, cash wages reflect the value of severance payments in accordance with CIC
letter agreements or pursuant to the Companys Severance Pay Plan if other than CIC. For Ms.
Wright, cash payments reflect the terms of her contract. For Mr. Sperzel, payments reflect
the value of severance payments he was eligible to receive as of March 31, 2009 had he not
resigned from the company. Mr. Sperzel resigned from the Company on June 27, 2009. Messrs
Swan, Koehler, Trinidad, and Ms. Ifill resigned from the Company on or before the fiscal year
end and were not entitled to further compensation.(2)
    
    Incentive reflects payments at target awards paid as directed by the terms of the CIC
agreement or current incentive compensation plan.(3)
    
    Health, Welfare and Other Personal Benefits reflect the cost of the Company continuing
medical, dental, vision, and life insurance benefits per the CIC agreement or severance pay
plan.(4)
    
    Retirement Benefits reflect the 401k Plan matching and profit sharing contributions and
acceleration of vesting of unvested profit sharing contributions.(5)
    
    Long-term Incentive Plan payments reflect the value of accelerated vesting of unvested cash,
shares and options.  27




---



##### 



Recent Legislation and Its Impact On Executive Compensation
   Director Compensation
 ALCO .
  DIRECTOR COMPENSATION at FISCAL YEAR-END 2009
 Change InFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PensionEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Andor
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    NonqualifiedPaid In
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)Carol Baldwin Moody
    
    $
    25,525
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,525Dr. Samuel Daniel
    
    $
    22,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,850David L. Hinds
    
    $
    34,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,100Robert Holland, Jr.
    
    $
    27,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,300Pazel G. Jackson Jr.
    
    $
    36,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    36,950Edward B. Ruggiero
    
    $
    23,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    23,550Robert Tarter
    
    $
    21,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,900
  28




---



##### 



Impact of Accounting and Tax on the Form of Compensation
  IRC performance-based
 Option Granting Practices
  Ownership Guidelines
  Conclusion
    29




---



##### 



Securities Authorized for Issuance Under Equity Compensation Plans
 Number ofsecuritiesremainingNumber of
    
    
    Weighted-
    
    
    available for futuresecurities to be
    
    
    average
    
    
    issuance underissued upon
    
    
    exercise
    
    
    equityexercise of
    
    
    price of
    
    
    compensation plansoutstanding
    
    
    outstanding
    
    
    (excludingoptions,
    
    
    options,
    
    
    securitieswarrants and
    
    
    warrants
    
    
    reflected in columnPlan Category
    
    rights
    
    
    and rights
    
    
    (a))Equity compensation plans approved by security holders
    
    
    235,766
    
    
    $
    13.12
    
    
    
    117,553Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    235,766
    
    
    $
    13.12
    
    
    
    117,533
   30




---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Amount and Nature of
    
    
    Percent ofBeneficial
    
    
    Common StockName and Address of Beneficial Owner
    
    Ownership
    
    
    Outstanding(1)Wellington Management Company, LLP
75 State Street
Boston, MA 02109
    
    
    244,500
    (2)
    
    
    9.90
    %Donald Leigh Koch
c/o Koch Asset Management, L.L.C.
1293 Mason Road
Town & Country, MO 63131
    
    
    207,350
    (3)
    
    
    8.40
    %Third Avenue Management LLC
622 Third Avenue, 32nd Floor
New York, NY 10017
    
    
    218,500
    (4)
    
    
    8.82
    %Deborah C. Wright
c/o Carver Federal Savings Bank
75 West 125th Street
New York, NY 1027
    
    
    191,946
    (5)
    
    
    7.32
    %Northstar Investment Corp.
20 North Wacker Drive, Suite 1416
Chicago, IL 60606
    
    
    228,639
    (6)
    
    
    9.23
    %Kuby Gottlieb Special Value Fund, LP
20 North Wacker Drive, Suite 1416
Chicago, IL 60606
    
    
    186,355
    (7)
    
    
    7.53
    %Keefe, Bruyette & Woods
787 Seventh Avenue
New York, NY 10019
    
    
    152,500
    (8)
    
    
    6.20
    %
 (1)
    
    On November 2, 2009, there were 2,474,719 outstanding shares of Common Stock.(2)
    
    Based on a Schedule 13G/A filed with the SEC on February 14, 2007 by Wellington
Management Company, LLP.  31




---



##### 



(3)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission jointly by
Koch Asset Management, L.L.C. (KAM) and Donald Leigh Koch on February 9, 2009. In its
role as an investment manager having trading authority over securities held in accounts on
behalf of its clients (Managed Portfolios), KAM has sole dispositive power over 207,350
shares of Common Stock and, as a result, may be deemed to be 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 70,500 shares of Common Stock (the Koch Shares). Other than
with respect to the Koch Shares, Mr. Koch specifically disclaims beneficial ownership over
any shares of 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, 2007 by Third Avenue Management LLC.(5)
    
    Includes 145,808 vested options to purchase shares of Common Stock. See footnote (4)
to the table set forth under Security Ownership of Management for additional information
regarding these stock options.(6)
    
    Based on a Schedule 13G/A filed with the Securities and Exchange Commission on March
10, 2009 by North Star Investment Management Corp.(7)
    
    Based on a Schedule 13G/A filed with the securities Exchange Commission on February 17,
2009 by Kuby Gottlieb Special Value Fund, LP.(8)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission on February
17, 2009 by Keefe, Bruyette & Woods.  32




---



##### 



Security Ownership of Management
  Amount and Natureof BeneficialOwnership of
    
    
    Percent ofCommon Stock
    
    
    Common StockName
    
    Title

    
    (1) (2)
    
    
    Outstanding (3)Deborah C. Wright
    
    Chairman and Chief Executive Officer
    
    
    191,946
    
    
    
    7.32
    %Carol Baldwin Moody
    
    Director
    
    
    5,417
    
    
    
    *Samuel J. Daniel
    
    Director
    
    
    1,727
    
    
    
    *David L. Hinds
    
    Director
    
    
    10,238
    
    
    
    *Robert Holland, Jr.
    
    Director
    
    
    19,347
    
    
    
    *Pazel G. Jackson, Jr.
    
    Director
    
    
    1,326
    
    
    
    *Edward B. Ruggiero (4)
    
    Director
    
    
    11,486
    
    
    
    *Robert R. Tarter
    
    Director
    
    
    1,200
    
    
    
    *Roy Swan (5)
    
    Executive Vice President and Chief Financial Officer
    
    
    0
    
    
    
    *Michael A. Trinidad (5)
    
    Senior Vice President and Controller
    
    
    0
    
    
    
    *Thomas Sperzel (5)
    
    Senior Vice President and Controller
    
    
    0
    
    
    
    *James H. Bason
    
    Senior Vice President and Chief Lending Officer
    
    
    10,033
    
    
    
    *All directors and
other executive
officers as a group
persons (15 persons)
    
    
    
    
    
    
    264,164
    
    
    
    10.00
    %
 *
    
    Less than 1% of outstanding Common Stock.(1)
    
    Amounts of equity securities shown include shares of common stock subject to option
exercisable within 60 days as follows: Ms. Wright  145,808; Ms. Baldwin Moody  1,000; Dr. Daniel
400; Mr. Hinds  1,000; Mr. Holland  3,986; Mr. Ruggiero  6,066 Mr. Tarter  600; Mr. Bason 
4,315; all officers and directors as a group  174,619. Options to purchase 30,000 shares of
common stock that were held by Ms. Wright expired on June 1, 2009 without being exercised. All
stock options granted in fiscal year 2004 represented in this table are exercisable as to one-third
of the options on the first anniversary of the date of grant, another one-third on the second
anniversary of the date of grant, and the remaining one-third on the third anniversary of the date
of grant. For grants made in fiscal year 2005, the Compensation Committee approved managements
recommendation to use a five-year performance-accelerated vesting schedule with 10% vesting in
years one through four and the remaining 60% in year five, with accelerated vesting in year three
or four using return on assets as the performance measure. For grants made in 2006, the
Compensation Committee approved managements recommendation to simplify the vesting scheduled to
20% each with return on equity as the performance measure.  33




---



##### 



Amounts of equity securities shown excludes 17,623 unvested shares of restricted stock
awarded to the executive officers and directors under the Management Recognition Plan with
respect to which such executive officers and directors have neither voting nor dispositive
power.(2)
    
    Includes 16,902 shares in the aggregate held by the ESOP Trust that have been allocated as of
December 31, 2008 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.(3)
    
    Percentages with respect to each person or group of persons have been calculated on the basis
of 2,474,719 shares of Common Stock, exclusive of shares held by Carver the total number of
shares of Common Stock outstanding as of November 2, 2009 plus the number of shares of Common
Stock which such person or group has the right to acquire within 60 days after November 2,
2009 by the exercise of stock options.(4)
    
    Shared voting and dispositive power with spouse.(5)
    
    Mr. Swan resigned from the Company effective September 23, 2008.Mr. Trinidad resigned from the Company effective March 10, 2009.Mr. Sperzel resigned from the Company effective June 27, 2009  34




---



##### 



Item 13. Certain Relationships and Related Transactions, and Director Independence
 TRANSACTIONS WITH CERTAIN RELATED PERSONS
  DIRECTOR INDEPENDENCE
 Independence.
 Lead Independent Director.
 Director Terms.
 Executive Sessions.
 Outside Advisors.
 Board Self-Evaluation.
 Corporate Governance Principles
 www.carverbank.com
  35




---



##### 



Director Independence Determination
   Item 14. Principal Accountant Fees and Services
  Auditor Fee Information
  2009
    
    
    2008Audit fees (a)
    
    $
    424,500
    
    
    $
    401,500Other fees
    
    $
    8,500
    
    
    
    7,000Total
    
    $
    433,000
    
    
    $
    408,500
 (a)
    
    The amounts for the fiscal 2009 proxy statement for fiscal year 2009 audit fees
was $424,500, which excluded 2009 fees of $105,000 billed in 2010. Pre-Approval Policy for Services by Independent Auditors
     36




---



##### 



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.
      37




---



##### 



SIGNATURES
  CARVER BANCORP, INC.November 9, 2009
    By:
    /s/ Deborah C. WrightDeborah C. WrightChairman and Chief Executive Officer  /s/ Deborah C. Wright
    
    
    
    Chairman and Chief Executive OfficerDeborah C. Wright
    
    
    
    (Principal Executive Officer)/s/ Chris McFadden
    
    
    
    Chief Financial OfficerChris McFadden
    
    
    
    (Principal Financial and Accounting Officer)/s/ Carol Baldwin Moody
    
    
    
    DirectorCarol Baldwin Moody/s/ Samuel J. Daniel
    
    
    
    DirectorSamuel J. Daniel/s/ David L. Hinds
    
    
    
    DirectorDavid L. Hinds/s/ Robert Holland, Jr.
    
    
    
    Lead DirectorRobert Holland, Jr./s/ Pazel G. Jackson, Jr.
    
    
    
    DirectorPazel G. Jackson, Jr./s/ Edward B. Ruggiero
    
    
    
    DirectorEdward B. Ruggiero/s/ Robert R. Tarter
    
    
    
    DirectorRobert R. Tarter
  38