Provident Bancorp (PVBC) Proxy Filing summary

Executive summary

• The 2025 annual meeting is scheduled for May 15, 2025, with key items including board declassification, director elections, auditor ratification, and a say-on-pay vote.

• Stockholders as of March 28, 2025, are eligible to vote, with each share entitled to one vote, subject to a 10% ownership cap.

• The board recommends voting in favor of all proposals, including the amendment to declassify the board and the advisory vote on executive compensation.

Voting matters and shareholder proposals

• Proposals include declassifying the board, electing four directors, ratifying Crowe LLP as auditor, and an advisory vote on executive compensation.

• Declassification of the board will be phased in over three years, with all directors standing for annual election by 2028.

• The declassification proposal requires an 80% affirmative vote of shares entitled to vote.

• The board has adopted a majority voting policy for uncontested director elections.

• Stockholders can submit proposals and director nominations with advance notice, following detailed procedures.

Board of directors and corporate governance

• The board consists of ten members, with a majority being independent; the chair is an independent director.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Executive, all with independent members.

• The board regularly reviews governance practices and conducts annual CEO evaluations.

• Two new directors were added in 2024, and a performance survey was conducted for board effectiveness.

• The board encourages director attendance at annual meetings and maintains a policy for stockholder communications.