Independent
Tenure on this board
1.0 yrs
4 nominees · 3 ballot items.
Stockholders will vote on the election of four directors, approval of the 2026 Equity Incentive Plan, and ratification of Wolf & Company, P.C. as independent registered public accounting firm for the six-month transition period ending December 31, 2026.
Elect Paula M. Cotter, Neal J. Harte, William P. Hood, and Edward Merritt to serve three-year terms and until their successors are elected and qualified.
Approve a new equity incentive plan reserving 559,581 shares for restricted stock, restricted stock units, performance awards, and stock options, including initial one-time awards for non-employee directors.
The proposal asks stockholders to approve the Winchester Bancorp, Inc. 2026 Equity Incentive Plan. The plan would reserve 559,581 shares, divided between 399,701 shares for stock options and 159,880 shares for restricted stock and restricted stock units, including performance awards. It would make employees, non-employee directors, and qualifying service providers eligible for awards. If approved, each serving non-employee director would automatically receive 7,500 non-statutory stock options and 3,000 restricted shares, generally vesting ratably over five years. Management says the awards are intended to align participants with stockholders and promote long-term value creation through time-based and performance-based vesting. The Company also argues that equity compensation is important for recruiting and retaining talent because many competitors offer similar awards. Management states that the plan follows specified safeguards, including minimum vesting requirements, limits on director awards, prohibitions on repricing and underwater-option cash buyouts, delayed dividend rights, clawback coverage, and holding periods. The share reserve was sized with reference to compensation consultant advice, banking regulations, industry practices, proxy-advisor guidance, and potential dilution. The Board unanimously recommends voting FOR approval.
Ratify the Audit Committee’s appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the six-month transition period ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MANGROVE PARTNERS IM, LLC | 2.00% | 186,201 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.93% | 178,941 | $2M |
| 3 | Northstar Financial Companies, Inc. | 0.75% | 70,000 | $920K |
| 4 | Integrated Wealth Concepts LLC | 0.61% | 57,000 | $749K |
| 5 | Oppenheimer & Close, LLC | 0.54% | 50,000 | $657K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.34% | 31,400 | $413K |
| 7 | ALLIANCEBERNSTEIN L.P. | 0.27% | 24,656 | $313K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.24% | 22,708 | $298K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.24% | 22,499 | $296K |
| 10 | RAYMOND JAMES FINANCIAL INC | 0.22% | 20,000 | $263K |
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