Dream Chasers Calls for the Entire Board of Directors of Nasdaq-Listed Carver Bancorp to Resign
Fund cites serious governance and oversight concerns involving Messrs. Don Felix, Craig Mackay, and the Board, raised by DCCG in a November 26, 2025 communication to directors
The Fund urges regulators and Nasdaq to use their discretion to delay Carver's November 28 Form 25 delisting filing to allow for review, ensure proper disclosure, and protect investors.
DCCG states that the Board received—but did not publicly disclose—material information provided by DCCG two days prior to the bank’s November 28 Form 25 deadline.
DCCG calls for the full Board to resign, withdraw the delisting action, and convene an emergency shareholder meeting to elect seven new directors.
NEW YORK CITY, NY / ACCESS Newswire / December 1, 2025 / Dream Chasers Capital Group ("DCCG") is calling for the immediate resignation of the entire Carver Bancorp Board of Directors. DCCG believes the Board no longer holds the confidence of the bank's shareholder base, lacks a clear mandate, and cannot effectively provide oversight during a critical period for the institution and the communities it serves.
DCCG is also urging Carver's largest strategic partner and long-standing supporter, JP Morgan, to help facilitate an independent review process to stabilize the bank and ensure actions taken by leadership align with the best interests of shareholders and Carver's mission.
DCCG further urges regulators and Nasdaq to delay or review the Board's rapid decision to file Form 25, a move DCCG believes requires additional scrutiny and full transparency before proceeding. DCCG maintains that a delisting at this time would significantly disadvantage shareholders and could undermine recent progress toward strengthening the institution.
DCCG asserts that the Board's actions-including withholding material information shared on November 26, 2025, shortly before the Form 25 filing-reflect a pattern of decision-making that may disadvantage retail shareholders, limit transparency, and elevate governance concerns. DCCG believes shareholders must receive the same level of protection and due process afforded to institutional investors.
Carver's long-term success, in DCCG's view, depends on leadership that prioritizes transparency, strong governance practices, and the bank's mission of supporting communities of color across New York City.
Governance and Oversight Issues Raised in DCCG's November 26 Letter
On November 17, 2025, Carver's Board announced plans to voluntarily delist from Nasdaq, reducing its public reporting and disclosure obligations. Prior to this announcement, DCCG communicated several concerns verbally to members of the Board. These concerns were later formalized in writing on November 26, 2025.
These matters included:
Questions regarding certain financial transactions involving CEO Don Felix, Director Craig Mackay, and other Board members
Concerns related to the handling of employee-related financial incidents at certain branch locations
Concerns regarding hiring practices, governance processes, and potential conflicts of interest
Requests for clarification related to internal payments and compensation practices
DCCG's November 26 letter formally requested that the Board disclose this information to shareholders and convene a special meeting before initiating any Form 25 filing.
DCCG states that there is no evidence that this communication-or the matters outlined within it-was disclosed to shareholders or relevant regulatory bodies prior to the filing.
Key Issues Requiring Independent Review
1. Relationship Between CEO Felix and Director Mackay
Public filings show that Director Craig Mackay served as Acting CEO beginning August 14, 2023, at a compensation level of $450,000. His interim term concluded September 30, 2024.
On November 1, 2024, the Board appointed Don Felix-who did not have previous banking leadership experience-as CEO with a $700,000 annual compensation package and an additional $3.4 million payable in the event of a sale.
DCCG has since learned that Mr. Felix and Mr. Mackay have a longstanding personal relationship, raising concerns about the independence and rigor of the CEO selection process.
Mr. Mackay remains on the Board.
2. Compensation-Related Questions Involving Director Mackay
DCCG's November 26 letter asked the Board to review and clarify several compensation-related matters, including:
Whether salary payments continued beyond the end of Mr. Mackay's contract term on October 31, 2024
A reported transfer of $100,000 from corporate accounts into Mr. Mackay's internal bank account and subsequently to an external personal account
Whether any board-approved compensation or payments had not been publicly disclosed
3. Employee-Related Incidents at Branch Locations
DCCG requested additional information and transparency regarding employee-related financial matters at branch locations in Bedford-Stuyvesant and potentially other locations, and believes shareholders deserve clarity regarding how these issues were handled.
4. Hiring, Governance, and Conflicts of Interest
DCCG raised concerns regarding rapid appointments of individuals with personal or professional ties to CEO Felix into key leadership roles without a clearly defined competitive search process.
According to DCCG, decisions surrounding Carver's CEO appointment and subsequent personnel choices have contributed to:
Shareholder value declines exceeding $10 million
The issuance of the 2025 OCC order
A delisting proposal that has been met with broad opposition
DCCG maintains that if the Board believes the bank cannot afford Nasdaq compliance, it must also justify the CEO's compensation structure and related expenses.
Shareholder Call to Action
DCCG encourages shareholders to:
• Contact CEO Felix and Board members to express concerns
• Support the call for a full Board resignation
• Request that the Board meet its fiduciary duties of care, loyalty, and oversight
• Demand transparency regarding the issues outlined in DCCG's November 26 correspondence
DCCG's Requests
DCCG calls on the Board to:
Resign and withdraw or delay all delisting or deregistration actions
Establish an independent committee to review all matters outlined above
Immediately disclose the information contained in DCCG's November 26 letter
Impact on Communities and Investors
Carver's presence on Nasdaq has long been a point of pride and economic significance for communities of color across New York City. Many stakeholders believe that maintaining this listing is essential for Carver's mission and future growth.
DCCG believes that delisting at this time would:
Significantly reduce transparency
Potentially disadvantage retail shareholders
Undermine Carver's community-focused mission
Reverse progress achieved through recent shareholder engagement
DCCG maintains that Carver's strongest path forward is as a publicly traded, transparent, and responsibly governed institution.
Investor Contact Information
DCCG encourages shareholders to contact the Carver Board regarding their position on delisting and board governance:
(Emails preserved exactly as provided)
[email protected]
[email protected]
[email protected]
[email protected](Chairman)
[email protected]
[email protected]
[email protected]
CC: [email protected]
DCCG Statement
DCCG believes Carver's best days remain ahead, provided the bank is led by a revamped Board, a qualified leadership team, and a renewed commitment to transparency.
DCCG urges regulators and Nasdaq to delay Carver's November 28 Form 25 filing to ensure shareholders are protected and all issues raised receive proper review.
We appreciate the support of all shareholders as we work to make Carver a winning institution again.
For inquiries:
[email protected]
More information:
www.dreamchaserscapitalgroup.com
Important Information and Disclaimer
Dream Chasers is, directly or indirectly, a beneficial owner of shares in Carver Bancorp, Inc. We are not currently engaged in any solicitation of proxies from shareholders of Carver.
Except as otherwise stated, the views expressed herein reflect Dream Chasers' opinions and are based on publicly available information. We recognize that Carver may possess confidential information that could lead it or others to disagree with our conclusions. Dream Chasers reserves the right to change any of its views at any time and disclaims any obligation to update this communication except as required by law.
This information is provided for informational purposes only and should not be construed as an offer to sell or a solicitation to buy any security.
Some statements herein may be forward-looking. These statements are not guarantees of future outcomes, and actual results may differ materially. Words such as "anticipate," "believe," "expect," "potential," "estimate," "plan," and similar terms generally identify forward-looking statements. These statements involve significant uncertainties, and no assurance can be given that they will prove accurate.
SOURCE: Dream Chasers Capital Group LLC