Avidbank (AVBH) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held on May 19, 2026, at the corporate headquarters, with in-person and remote audio attendance options; only in-person attendees may vote or be counted for quorum purposes.

• Shareholders will vote on electing ten directors and ratifying Crowe LLP as the independent auditor for 2026.

• Proxy materials are distributed primarily via internet access to reduce environmental impact and costs, with paper copies available upon request.

• As of March 27, 2026, there were 10,955,167 shares of common stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposal One: Elect ten directors to serve until the 2027 annual meeting; cumulative voting is permitted if properly noticed.

• Proposal Two: Ratify Crowe LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals or director nominations for the 2027 meeting between January 19, 2027, and February 18, 2027, following bylaw and SEC requirements.

Board of directors and corporate governance

• The board consists of ten directors with diverse backgrounds in finance, law, technology, and leadership; all nominees currently serve as directors.

• Mark D. Mordell serves as Chairman, President, and CEO; Bryan Polster is lead independent director.

• Board committees include Audit, Compensation, and Nominating, with additional Bank-level committees for credit and asset-liability oversight.

• Most directors are independent under NASDAQ and SEC rules, except Mark D. Mordell and Robert Scott.

• Directors are compensated with cash retainers, committee fees, and restricted stock awards; additional compensation for committee chairs and lead director.