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 carrying one vote, subject to a 10% ownership voting cap.

• The board recommends voting in favor of all proposals, including the amendment to declassify the board, director nominees, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Proposal 1 seeks to amend the Articles of Incorporation to declassify the board over a three-year phase-in, enabling annual director elections by 2028.

• Proposal 2 is the election of four directors for three-year terms; all nominees are current directors.

• Proposal 3 is the ratification of Crowe LLP as the independent registered public accounting firm for 2025.

• Proposal 4 is an advisory, non-binding vote on executive compensation (say-on-pay).

• Stockholders may submit proposals or director nominations for future meetings, subject to advance notice and procedural requirements.

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.

• A majority voting policy for uncontested director elections and an insider trading policy are in place.

• Two new directors joined in 2024, and a performance survey was conducted for board evaluation.