##### Table of Contents



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, 2010
 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
    
    (I.R.S. Employerincorporation or organization)
    
    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
 o þ
 o þ
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ
 YES o NO þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  Item 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesSIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32    Table of Contents  Explanatory Note
   1




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##### Table of Contents



Item 10.
    
    Directors, Executive Officers and Corporate Governance.
 Directors
 Pazel G. Jackson, Jr.,
 Susan M. Tohbe
 Deborah C. Wright
  2




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Robert Holland, Jr.
 Janet L. Rollé
 Dr. Samuel J. Daniel
  3




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Robert R. Tarter
 Executive Officers of Carver and Carver Federal
  Executive Officers
 Chris McFadden,
 Mark A. Ricca, 53,
 James Bason
  4




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Blondel A. Pinnock
 Margaret D. Floyd
 John F. Spencer,
 David Toner
  5




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Corporate Governance
 General
  Independence.
 Board Leadership Structure.
 Lead Independent Director.
 Boards Role in Risk Oversight.
 Director Terms.
  6




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Executive Sessions.
 Outside Advisors.
 Board Self-Evaluation.
 Corporate Governance Principles
 www.carverbank.com
 Director Independence Determination
  Communications with Board of Directors
  th
    7




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Financial Expert, Audit Committee Independence and Financial Sophistication
  Director Selection Process
        8




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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.
  9




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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.
   10




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Asset/Liability and Interest Rate Risk Committee.
 Compensation Committee Report
   
 
 Item 11.
    
    Executive Compensation.
 COMPENSATION DISCUSSION AND ANALYSIS
 Executive Summary
 Committee Compensation Committee
 Named Executive Officers
  11




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##### Table of Contents



Name
    
    Position with the Company During fiscal year 2010Deborah C. Wright
    
    Chairman and Chief Executive OfficerChris A. McFadden
    
    Executive Vice President and Chief Financial OfficerMark A. Ricca
    
    Executive Vice President, Chief Risk Officer and General CounselJames H. Bason, Jr.
    
    Senior Vice President and Chief Lending Officer
 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).
  12




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
    
    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.
 Benchmarking of Compensation
   Peer Group*
 *
    
    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.   13




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Compensation-Related Governance and Roles of the Committee and Others in Executive Compensation
 Participation in Capital Purchase Program
   
    
    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 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.
 
    
    No Compensation Arrangements that Encourage Excessive Risks.The Company is
prohibited from entering into compensation arrangements that encourage employees 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 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
November 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 an employee 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 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-term interests.
  14




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
    
    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.
 
    
    Limit on Severance.The Company 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s senior executive officers and
the next 20 most highly compensated employees during the CPP Covered Period.
 
    
    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 Chief Executive Officer) 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.
  15




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
    
    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 implemented this provision beginning with the fiscal
year 2009 proxy statement by including the submission of an Advisory Vote on
Compensation of Named Executive Officers.
 Role of the Compensation Committee
    Interaction with the Compensation Consultant
    16




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Role of Executives in Committee Deliberations
   Combined Chairman of the Board and Chief Executive Officer Role
   Total Compensation Program Components
  Base Salary
   17




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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
   18




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Potential RangeTarget Incentive
    
    
    (with additionalRatio
    
    
    30% upsideExecutive
    
    (as % of salary)
    
    
    potential)Chief Executive Officer, Deborah C. Wright
    
    
    50
    %
    
    0%  97.5%Chief Financial Officer, Chris A. McFadden
    
    
    30
    %
    
    0%  58.5%Chief Risk Officer and General Counsel, Mark A. Ricca
    
    
    30
    %
    
    0%  58.5%Chief Lending Officer, James Bason, Jr.
    
    
    25
    %
    
    0%  48.8%
   Long-Term Incentive Compensation
      19




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TargetExecutive
    
    Position
    
    AwardDeborah C. Wright
    
    Chairman and Chief Executive Officer
    
    
    60
    %Chris A. McFadden
    
    Executive Vice President and Chief Financial Officer
    
    
    30
    %Mark A. Ricca
    
    Executive Vice President, Chief Risk Officer and General Counsel
    
    
    30
    %James H. Bason, Jr.
    
    Senior Vice President and Chief Lending Officer
    
    
    25
    %
  Executive Officer Compensation
      20




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Compensation of Executive Officers and Directors
 SUMMARY COMPENSATION TABLE AT FISCAL YEAR-END 2010
 Named Executive Officers
 Change inPension ValueandNonqualifiedYear
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredName and Principal
    
    Ended
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    3/31
    
    
    Salary
    
    
    Bonus
    
    
    Awards(5)
    
    
    Awards(5)
    
    
    Compensation
    
    
    Earnings(6)
    
    
    Compensation(7)
    
    
    TotalDeborah C. Wright (1)
    
    
    2010
    
    
    $
    385,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,967
    
    
    $
    88,673
    
    
    $
    486,060Chairman and Chief
    
    
    2009
    
    
    $
    376,698
    
    
    
    
    
    
    $
    40,860
    
    
    
    
    
    
    
    
    
    
    $
    1,519
    
    
    $
    39,938
    
    
    $
    458,699Executive Officer
    
    
    2008
    
    
    $
    350,006
    
    
    $
    25,000
    
    
    $
    104,121
    
    
    $
    57,466
    
    
    $
    308,690
    
    
    $
    1,378
    
    
    $
    12,402
    
    
    $
    859,062Mark A. Ricca (2)
    
    
    2010
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,028
    
    
    $
    208,028Executive Vice President, Chief Risk Officer and General CounselChris M. McFadden (3)
    
    
    2009
    
    
    $
    69,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,231Executive Vice President
    
    
    2010
    
    
    $
    141,731
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    141,731and Chief Financial OfficerJames H. Bason, Jr. (4)
    
    
    2010
    
    
    $
    177,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,895
    
    
    $
    198,222Senior Vice President
    
    
    2009
    
    
    $
    176,854
    
    
    
    
    
    
    $
    9,597
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,143
    
    
    $
    194,594and 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.   21




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OUTSTANDING EQUITY AWARDS at FISCAL YEAR-END 2010
 Option Awards
    
    
    Stock AwardsEquityincentive plan
    
    
    Equityawards:
    
    
    incentive plannumber of
    
    
    awards: marketNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    unearned
    
    
    or payout valuesecurities
    
    
    securities
    
    
    
    
    
    
    
    
    
    
    shares, units or
    
    
    of unearnedunderlying
    
    
    underlying
    
    
    
    
    
    
    
    
    
    
    other rights
    
    
    shares, units orunexercised
    
    
    unexercised
    
    
    
    
    
    
    
    
    
    
    that have not
    
    
    other rightsoptions (#)
    
    
    options (#)
    
    
    Option exercise
    
    
    Option
    
    
    vested
    
    
    that have notName
    
    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
    
    
    $
    113,8118/22/2001
    
    
    
    30,000
    
    
    
    
    
    
    
    9.930
    
    
    
    8/20/20116/12/2002
    
    
    
    30,000
    
    
    
    
    
    
    
    12.060
    
    
    
    6/09/20126/24/2003
    
    
    
    20,000
    
    
    
    
    
    
    
    16.410
    
    
    
    6/21/20136/24/2004
    
    
    
    15,000
    
    
    
    
    
    
    
    19.630
    
    
    
    6/22/20146/09/2005
    
    
    
    4,074
    
    
    
    9,507
    
    
    
    17.130
    
    
    
    6/07/201511/20/2006
    
    
    
    4,696
    
    
    
    7,046
    
    
    
    16.500
    
    
    
    11/17/20165/11/2007
    
    
    
    2,624
    
    
    
    10,496
    
    
    
    16.900
    
    
    
    5/11/2017James H. Bason, Jr.
    
    
    2/5/2003
    
    
    
    2,700
    
    
    
    
    
    
    
    12.410
    
    
    
    2/02/2013
    
    
    
    2,302
    
    
    $
    20,1436/24/2004
    
    
    
    1,250
    
    
    
    
    
    
    
    19.630
    
    
    
    6/22/20146/09/2005
    
    
    
    273
    
    
    
    640
    
    
    
    17.130
    
    
    
    6/07/20155/04/2007
    
    
    
    
 
 (1)
    
    Unvested shares value is based on Carvers stock price at close of business on March 31,
2010 of $8.75.  SharesGrant Date
    
    
    Granted
    
    
    Unvested
    
    
    Vesting Dates of Unvested Shares
    
    
    Vested ScheduleDeborah Wright
    
    
    6/09/2005
    
    
    
    5,432
    
    
    
    3,260
    
    
    
    6/09/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10% yrs 1-4; 60% year 511/20/2006
    
    
    
    5,513
    
    
    
    2,206
    
    
    
    6/14/2010
    
    
    
    6/14/2011
    
    
    
    
    
    
    
    
    
    
    20% per year5/11/2007
    
    
    
    6,160
    
    
    
    3,696
    
    
    
    5/11/2010
    
    
    
    5/11/2011
    
    
    
    5/11/2012
    
    
    
    
    
    
    20% per year6/11/2008
    
    
    
    4,807
    
    
    
    3,845
    
    
    
    6/11/2010
    
    
    
    6/11/2011
    
    
    
    6/11/2012
    
    
    
    6/11/2013
    
    
    20% per yearTotal Unvested
    
    
    13,007James Bason
    
    
    6/09/2005
    
    
    
    1,096
    
    
    
    658
    
    
    
    6/09/201011/20/2006
    
    
    
    690
    
    
    
    276
    
    
    
    6/14/2010
    
    
    
    6/14/20115/04/2007
    
    
    
    775
    
    
    
    465
    
    
    
    5/04/2010
    
    
    
    5/04/2011
    
    
    
    5/04/20126/11/2008
    
    
    
    1,129
    
    
    
    903
    
    
    
    6/11/2010
    
    
    
    6/11/2011
    
    
    
    6/11/2012
    
    
    
    6/11/2013Total Unvested
    
    
    2,302
  22




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Nonqualified Deferred Compensation Plans
  Benefits Plans
 Pension Plan .
 4 01(k) Savings Plan.
 Employee Stock Ownership Plan.
  23




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Employment and Other Agreements with Executive Officers
 Employment Agreements.
   ,
 Letter Agreements.
 Change in Control Arrangements
  24




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Recent Legislation and Its Impact On Executive Compensation
    Director Compensation
 ALCO .
  25




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DIRECTOR COMPENSATION AT FISCAL YEAR-END 2010
 Change InFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PensionEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Andor
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    NonqualifiedPaid In
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings
    
    
    ($)
    
    
    ($)Carol Baldwin Moody
    
    $
    28,525
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,525Dr. Samuel Daniel
    
    $
    28,325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,325David L. Hinds
    
    $
    38,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    38,650Robert Holland, Jr.
    
    $
    32,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,200Pazel G. Jackson Jr.
    
    $
    41,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    41,200Edward B. Ruggiero
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,000Robert Tarter
    
    $
    29,525
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    29,525
 Impact of Accounting and Tax on the Form of Compensation
  performance-based
 Option Granting Practices
  Ownership Guidelines
   26




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##### Table of Contents



Conclusion
   Securities Authorized for Issuance Under Equity Compensation Plans
  Number ofsecuritiesNumber of
    
    
    
    
    
    
    remainingsecurities to be
    
    
    Weighted-
    
    
    available for futureissued upon
    
    
    average
    
    
    issuance underexercise of
    
    
    exercise price
    
    
    equityoutstanding
    
    
    of outstanding
    
    
    compensationoptions,
    
    
    options,
    
    
    plans (excludingwarrants and
    
    
    warrants and
    
    
    securities reflectedPlan Category
    
    rights
    
    
    rights
    
    
    in column (a))Equity compensation plans approved by security holders
    
    
    208,514
    
    
    $
    12.03
    
    
    
    249,046Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    208,514
    
    
    $
    12.03
    
    
    
    249,046
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   27




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##### Table of Contents



Amount and Nature of
    
    
    Percent ofName and Address
    
    Beneficial
    
    
    Common Stockof Beneficial Owner
    
    Ownership
    
    
    Outstanding(1)Wellington Management Company, LLP75 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 AvenueNew York, NY 10019
    
    
    143,600
    (7)
    
    
    5.69
    %
 
 (1)
    
    On February 16, 2011, there were 2,524,691 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.(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 11,
2011. 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 238,016 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 70,500 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, 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.  28




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##### Table of Contents



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
    
    
    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
    
    
    2,000Robert R. Tarter
    
    Director
    
    
    2,000
    
    
    
    *Susan M. Tohbe
    
    Director
    
    
    2,000Mark 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
    %
 
 *
    
    Less than 1% of outstanding Common Stock.(1)
    
    Amounts of equity securities shown include shares of common stock subject to
options exercisable within 60 days as follows: Ms. Wright  132,399; Dr. Daniel 
800; Mr. Holland  2,986; Mr. Tarter  800; Mr. Bason  4,863; all officers and
directors as a group  141,848.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 of shares of Common Stock outstanding as of February 16,
2011 plus the number of shares of Common Stock which such person or group has the right
to acquire within 60 days after February 16, 2011 by the exercise of stock options.  29




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##### Table of Contents



Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 Transactions with Certain Related Persons
  
 Item 14.
    
    Principal Accounting Fees and Services.
 General
   Auditor Fee Information
  2010
    
    
    2009Audit fees
    
    $
    494,600
    
    
    $
    400,000Audit-Related Fees
    
    
    
    
    
    
    Tax FeesOther fees*
    
    $
    
    
    
    $
    69,442Total
    
    $
    494,600
    
    
    $
    469,442
 
 *
    
    Includes audit and tax work for Carver Community Development Corporation and
the maintenance of Carver as a community development entity.  30




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##### Table of Contents



Pre-Approval Policy for Services by Independent Auditors
    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.
    31




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##### Table of Contents



Finance and Audit Committee of Carver Bancorp, Inc.
 
  32




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##### Table of Contents



SIGNATURES
  CARVER BANCORP, INC.February 24, 2011
    
    By
    
    /s/ Deborah WrightDeborah C. WrightChairman and Chief Executive Officer
  /s/ Deborah Wright

Deborah C. Wright
    
    Chairman and Chief Executive Officer (Principal
Executive Officer)/s/ Chris McFadden

Chris McFadden
    
    Chief Financial Officer (Principal
Financial and Accounting Officer)/s/ Samuel J. Daniel

Samuel J. Daniel
    
    Director/s/ Robert Holland, Jr.

Robert Holland, Jr.
    
    Lead Director/s/ Pazel G. Jackson, Jr.

Pazel G. Jackson, Jr.
    
    Director/s/ Janet L. Rollé

Janet L. Rollé
    
    Director/s/ Robert R. Tarter

Robert R. Tarter
    
    Director/s/ Susan M. Tohbe

Susan M. Tohbe
    
    Director