Provident Financial (PROV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 21, 2024, to be held virtually; shareholders can vote online, by phone, or by mail.

• Record date for voting is October 10, 2024, with 6,769,247 shares outstanding and entitled to vote.

• Three main proposals: election of two directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor for FY2025.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of Judy A. Carpenter and William E. Thomas as directors for three-year terms.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for FY2025.

• Shareholder proposals for the 2025 meeting must be received by June 26, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms; six are independent.

• Committees: Audit, Nominating and Corporate Governance, and Personnel/Compensation, all with written charters.

• Board diversity matrix disclosed per Nasdaq requirements.

• Lead independent director structure in place; executive sessions held after each meeting.

• Code of Ethics reviewed and approved annually; all directors attended the 2023 annual meeting.