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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Provident Financial Holdings Inc | NASDAQ:PROV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.80 | 10.59 | 20.00 | 12.72 | 12.72 | 12.72 | 269 | 22:00:00 |
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
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Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ] |
Preliminary Proxy Statement
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[ ] |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ] |
Definitive Additional Materials
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[ ] |
Soliciting Material Under Rule 14a-12
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PROVIDENT FINANCIAL HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
[X] No fee required.
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11.
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Sincerely,
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/s/ Craig G. Blunden
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Craig G. Blunden
Chairman and Chief Executive Officer
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Proposal 1. |
Election of two directors to each serve for a term of three years and one director to serve for a term of two years;
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Proposal 2. |
Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement;
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Proposal 3. |
Advisory vote on whether future advisory votes on executive compensation should be held every one, two or three years; and
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Proposal 4. |
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Provident Financial Holdings, Inc. for the fiscal year ending June 30, 2024.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Donavon P. Ternes
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DONAVON P. TERNES
Secretary
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Date: |
Tuesday, November 28, 2023
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Time: |
11:00 a.m., local time
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Place: |
Virtual meeting at https://meetnow.global/MCCSGMD
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Proposal 1. |
Election of two directors to each serve for a term of three years and one director to serve for a term of two years.
|
Proposal 2. |
Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement.
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Proposal 3. |
Advisory vote on whether future advisory votes on executive compensation should be held every one, two or three years.
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Proposal 4. |
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Provident Financial Holdings, Inc. for the fiscal year ending June 30, 2024.
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•
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submitting a new proxy with a later date;
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•
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notifying the Secretary of Provident in writing before the annual meeting that you have revoked your proxy; or
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•
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voting at the annual meeting.
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•
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those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Provident’s common stock;
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•
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each director and director nominee of Provident;
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•
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each executive officer of Provident or Provident Savings Bank named in the Summary Compensation Table appearing under “Executive Compensation” below (known as “named executive officers”);
and
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•
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all current directors and executive officers of Provident and Provident Savings Bank as a group.
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Name
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Number of Shares
Beneficially Owned (1)
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Percent of Shares
Outstanding (%)
|
||
Beneficial Owners of More Than 5%
|
||||
Provident Savings Bank, F.S.B. Employee Stock Ownership Plan Trust (2)
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693,597
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9.92
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Dimensional Fund Advisors LP
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534,062 (3)
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7.64
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||
M3 Funds, LLC
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705,102 (4)
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10.09
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Raffles Associates, L.P.
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381,349 (5)
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5.46
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||
Directors
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||||
Bruce W. Bennett
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94,096 (6)
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1.34
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||
Judy A. Carpenter
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39,200
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*
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||
Debbi H. Guthrie
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66,913
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*
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||
Kathy M. Michalak
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1,000
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*
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||
Roy H. Taylor
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96,904
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1.38
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||
William E. Thomas
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140,741 (7)
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2.00
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||
Director Nominees
|
||||
Brian N. Hawley
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--
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*
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||
Matthew E. Webb
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--
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*
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||
Named Executive Officers
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||||
Craig G. Blunden**
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280,733
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3.99
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Donavon P. Ternes
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257,202 (8)
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3.66
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||
David S. Weiant
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43,995
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*
|
||
All Executive Officers and Directors as a Group (13 persons)
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1,103,178
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15.10
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*
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Less than one percent of shares outstanding.
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**
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Mr. Blunden is also a director of Provident.
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(1)
|
Shares held in accounts under the ESOP, as to which the holders have voting power but not investment power, are included as follows: Mr. Blunden, 34,329 shares; Mr. Ternes, 16,880 shares;
Mr. Weiant, 12,570 shares; and all executive officers as a group, 72,336 shares. The amounts shown also include the following number of shares which the indicated individuals have the right to acquire within 60 days of the close of business
on the voting record date through the exercise of stock options granted pursuant to our stock option plans: Mr. Bennett, Ms. Guthrie, Mr. Taylor and Mr. Thomas, 35,000 shares each; Ms. Carpenter, 34,000 shares; Mr. Blunden, 43,000 shares;
Mr. Ternes, 40,000 shares; Mr. Weiant, 17,500 shares; and all executive officers and directors as a group, 314,500 shares.
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(2)
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The address of the ESOP is 3756 Central Avenue, Riverside, California 92506.
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(3)
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Based solely on a Schedule 13G/A dated February 14, 2023, reporting sole voting power over 522,853 shares and sole dispositive power over 534,062 shares. The address of Dimensional Fund
Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.
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(4)
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Based solely on a Schedule 13G/A dated February 10, 2023, reporting that M3 Funds, LLC, M3 Partners, LP, M3F, Inc., Jason A. Stock and William C. Waller have shared voting and dispositive
power over the shares reported. The address of M3 Funds, LLC is 2070 E. 2100 S, Suite 250, Salt Lake City, Utah 84109.
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(5)
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Based solely on a Schedule 13G dated February 12, 2023, reporting sole voting and dispositive power over the shares reported. The address of Raffles Associates, L.P. is 5 Penn Plaza, 19th
Floor, New York, New York 10001.
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(6)
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Includes 1,980 shares owned by Mr. Bennett’s spouse.
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(7)
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Includes 10,571 shares owned by the William E. Thomas, Inc. Profit Sharing Plan.
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(8)
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Includes 47,500 shares owned by Mr. Ternes’ spouse.
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Age as of
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Year First Elected
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Term to
|
||||
Name
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June 30, 2023
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Director (1)
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Expire
|
|||
BOARD NOMINEES |
||||||
Craig G. Blunden
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75
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1975
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2026 (2)
|
|||
Brian N. Hawley
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55
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--
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2026 (2)
|
|||
Matthew E. Webb
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64
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--
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2025 (2)
|
|||
DIRECTORS CONTINUING IN OFFICE
|
||||||
Judy A. Carpenter
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66
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2012
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2024
|
|||
William E. Thomas
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74
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1997
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2024
|
|||
Debbi H. Guthrie
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72
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1994
|
2025
|
|||
Kathy M. Michalak
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68
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2021
|
2025
|
|||
______________ |
(1) |
For years prior to 1996, includes prior service on the Board of Directors of Provident Savings Bank.
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(2) |
Assuming election or reelection.
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Board Diversity Matrix (As of October 12, 2023)
|
||||
Total Number of Directors
|
7
|
|||
Part I: Gender Identity
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Female
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Male
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Non-binary
|
Did Not Disclose Gender
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Directors
|
3
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4
|
--
|
--
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Part II: Demographic Background
|
||||
Hispanic or Latinx
|
--
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1
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--
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--
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White
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3
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3
|
--
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--
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Two or More Races or Ethnicities
|
--
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1
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--
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--
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LGBTQ+
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1
|
|||
Did Not Disclose Demographic Background
|
1
|
|||
Directors with Disabilities
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1
|
•
|
the responsibilities of the Board’s standing committees;
|
•
|
Board-approved policies and procedures that limit the risk exposure of certain business activities;
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•
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periodic reports from management to ensure compliance with and evaluate the effectiveness of risk limits and controls;
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•
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employees who oversee day-to-day risk management duties, including the internal audit personnel who report directly to the Audit Committee, and Compliance Officer;
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•
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selecting, evaluating, and retaining competent senior management; and
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•
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approval of long and short-term business objectives and goals contained in the Board approved business plan.
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•
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Lead independent director and executive sessions of the Board and committees;
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•
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Shareholder engagement;
|
•
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Stock ownership policy and retention guidelines
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•
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Restriction on hedging and pledging; and
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•
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Clawback of incentive payments.
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•
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Is there any information in our public filings we do not provide that would be helpful for your assessment of our company?
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•
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Do you have any concerns with Provident's alignment of company performance with executive pay?
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•
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Do you have any concerns with the calculation of severance payments for executive officers in connection with a change in control?
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•
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If there are concerns in response to Bullet Points 2 or 3, are there specific recommendations, strategies, or practices you would like to see considered?
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•
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Do our corporate governance practices meet your expectations?
|
•
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Is our Board structure appropriate?
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•
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We believe we have implemented solid internal control and audit functions within the company. Do you have any concerns with our audit practices?
|
•
|
Do you have any other suggestions as it pertains to corporate governance or other practices that would be helpful to management or the Board? Your comments, suggestions and feedback will
be shared with the Board of Directors.
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Position
|
Stock Value as a Percentage of the Base Cash Retainer or Base Salary
|
Director |
300%
|
Chief Executive Officer |
300%
|
President |
200%
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Senior Officer |
100%
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Name
|
Fees Earned
or Paid in
Cash ($)
|
Stock Awards
($)(1)
|
Option
Awards ($)(1)
|
All Other
Compensation
($)(2)
|
Total ($)
|
|||||
Bruce W. Bennett
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37,600
|
--
|
10,400
|
337
|
48,337
|
|||||
Judy A. Carpenter
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37,900
|
--
|
10,400
|
--
|
48,300
|
|||||
Debbi H. Guthrie
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37,600
|
--
|
10,400
|
9,506
|
57,506
|
|||||
Kathy M. Michalak
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37,200
|
--
|
10,400
|
--
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47,600
|
|||||
Roy H. Taylor
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37,500
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--
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10,400
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8,876
|
56,776
|
|||||
William E. Thomas
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37,600
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--
|
10,400
|
--
|
48,000
|
|||||
___________ |
(1)
|
Represents the aggregate grant date fair value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation –
Stock Compensation” (“FASB ASC Topic 718"). For a discussion of valuation assumptions, see Note 11 of the Notes to Consolidated Financial Statements in Provident’s Annual Report on Form 10-K for the year ended June 30, 2023.
|
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(2)
|
Comprised of Provident’s cost for each director’s participation in certain group life, health and disability insurance, and medical reimbursement plans that are generally available to
salaried employees and do not discriminate in scope, terms or operation.
|
•
|
to attract and retain key executives who are highly qualified and are vital to the long-term success of Provident and its subsidiaries;
|
•
|
to provide levels of compensation competitive with those offered throughout the banking industry;
|
•
|
to align the interests of executives with shareholders by having a significant portion of total compensation based on meeting defined performance measures;
|
•
|
to motivate executives to enhance long-term shareholder value by helping them build their own ownership in Provident; and
|
•
|
to integrate the compensation program with the Bank’s long-term strategic planning and management process.
|
•
|
base salary;
|
•
|
annual incentive compensation; and
|
•
|
long-term equity-based compensation.
|
Threshold
|
Target
|
Maximum
|
Fiscal 2023
Actual
|
||||
Net income
|
$8,234,000
|
$10,292,000
|
$15,438,000
|
$8,592,000
|
|||
Return on average assets
|
0.66%
|
0.82%
|
1.23%
|
0.68%
|
|||
Return on average equity
|
6.35%
|
7.93%
|
11.90%
|
6.58%
|
|||
Efficiency ratio
|
70.92%
|
66.26%
|
56.90%
|
68.85%
|
|||
Diluted earnings per share
|
$1.14
|
$1.43
|
$2.14
|
$1.19
|
Threshold (%)
|
Target (%)
|
Maximum (%)
|
|||
Craig G. Blunden
|
20.0
|
50.0
|
93.8
|
||
Donavon P. Ternes
|
20.0
|
50.0
|
93.8
|
||
David S. Weiant
|
10.0
|
25.0
|
46.9
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)
|
Non-equity
Incentive
Plan
Compensa-
tion ($)
|
Change in
Pension
Value and
Non-
qualified
Deferred
Compensa-
tion
Earnings ($)
|
All Other
Compensa-
tion
($)(2)(3)
|
Total ($)
|
||||||||
Craig G. Blunden
|
2023
|
540,742
|
97,125
|
--
|
280,748
|
(4)
|
32,439
|
951,054
|
||||||||
Chairman and Chief
|
2022
|
529,783
|
--
|
--
|
--
|
(4)
|
31,855
|
561,638
|
||||||||
Executive Officer
|
||||||||||||||||
Donavon P. Ternes
|
2023
|
388,653
|
97,125
|
--
|
201,939
|
(4)
|
34,796
|
722,513
|
||||||||
President, Chief Operating
|
2022
|
373,782
|
--
|
--
|
--
|
(4)
|
33,725
|
407,507
|
||||||||
Officer, Chief Financial
|
||||||||||||||||
Officer and Secretary
|
||||||||||||||||
David S. Weiant
|
2023
|
275,703
|
43,383
|
--
|
64,429
|
--
|
34,320
|
417,835
|
||||||||
Senior Vice President -
|
2022
|
265,960
|
--
|
--
|
--
|
--
|
34,135
|
300,095
|
||||||||
Chief Lending Officer
|
(1)`
|
Represents the aggregate grant date fair value of awards, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 11 of the Notes to
Consolidated Financial Statements in Provident’s Annual Report on Form 10-K for the year ended June 30, 2023.
|
(2)
|
Please see the table below for more information on the other compensation paid to our named executive officers in the year ended June 30, 2023.
|
(3)
|
Provident Savings Bank may provide certain non-cash perquisites and personal benefits to the named executive officers that do not exceed $10,000 in the aggregate for any individual that
are not included.
|
(4)
|
The value of Mr. Blunden’s and Mr. Ternes’ post retirement compensation agreement decreased by $440,415 and $687,771, respectively, in fiscal 2023 and by $129,047 and $25,268,
respectively, in fiscal 2022.
|
Name
|
401(k) Matching
Contribution ($)
|
ESOP
Contribution ($)
|
Personal Use of
Company Car/
Car Allowance ($)
|
Tax
Preparation ($)
|
||||
Craig G. Blunden
|
8,979
|
19,148
|
3,512
|
800
|
||||
Donavon P. Ternes
|
9,648
|
19,148
|
6,000
|
--
|
||||
David S. Weiant
|
8,286
|
17,034
|
9,000
|
--
|
Name
|
Estimated Possible Payouts Under the
Non-Equity Incentive Plan Awards (1)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and Option
Awards ($)
|
|||||||||
Threshold
($)
|
Target ($) |
Maximum ($)
|
||||||||||||
Craig G. Blunden
|
108,240
|
270,600
|
507,375
|
7,500
|
--
|
--
|
97,125
|
|||||||
Donavon P. Ternes
|
77,856
|
194,640
|
364,950
|
7,500
|
--
|
--
|
97,125
|
|||||||
David S. Weiant
|
27,600
|
69,000
|
129,375
|
3,350
|
--
|
--
|
43,383
|
(1) |
Amounts represent the possible payouts under our annual incentive plan.
|
(2) |
Reflects award of restricted stock on August 12, 2022 under the Provident 2013 Equity Incentive Plan, 50% of which vest on August 12, 2024 and August 12, 2026, respectively.
|
(3) |
No option awards were granted for the fiscal year ended June 30, 2023.
|
Option Awards (1)
|
Stock Awards (1)
|
|||||||||||||
Name
|
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expir-
ation
Date
|
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(2)
|
|||||||
Craig G. Blunden
|
09/30/14
|
43,000
|
--
|
14.59
|
09/30/24
|
--
|
--
|
|||||||
08/12/22
|
--
|
--
|
--
|
--
|
7,500
|
95,625
|
||||||||
Donavon P. Ternes
|
09/30/14
|
40,000
|
--
|
14.59
|
09/30/24
|
--
|
--
|
|||||||
08/12/22
|
--
|
--
|
--
|
--
|
7,500
|
95,625
|
||||||||
David S. Weiant
|
09/30/14
|
17,500
|
--
|
14.59
|
09/30/24
|
--
|
--
|
|||||||
08/12/22
|
--
|
--
|
--
|
--
|
3,350
|
42,713
|
||||||||
____________ |
(1) |
Awards have a cliff vesting schedule of four years, with 50% vesting two years from the grant date and 50% vesting four years from the grant date.
|
(2) |
Based on the closing market price of $12.75 per share of Provident’s common stock on June 30, 2023.
|
Option Awards
|
Stock Awards
|
|||||||
Number of Shares
|
Value
|
Number of Shares
|
Value
|
|||||
Acquired on
|
Realized on
|
Acquired on
|
Realized on
|
|||||
Name
|
Exercise (#)
|
Exercise ($)
|
Vesting (#)
|
Vesting ($)
|
||||
Craig G. Blunden
|
--
|
--
|
15,000
|
178,050
|
||||
Donavon P. Ternes
|
--
|
--
|
15,000
|
178,050
|
||||
David S. Weiant
|
--
|
--
|
6,750
|
80,123
|
Name
|
Plan Name
|
Number of
Years
Credited
Service
(#)
|
Present Value
of Accumulated
Benefit ($)
|
Payments
During Last
Fiscal Year ($)
|
||||
Craig G. Blunden
|
Post-Retirement Compensation Agreement
|
(1)
|
2,702,373
|
--
|
||||
Donavon P. Ternes
|
Post-Retirement Compensation Agreement
|
(1)
|
3,001,288
|
--
|
||||
David S. Weiant
|
--
|
--
|
--
|
--
|
(1)
|
Number of years of credited service is not relevant. Benefit is calculated based on whether the executive has reached age 62 at the time of retirement, or how many months remain until his
62nd birthday.
|
Death ($)
|
Disability
($)
|
Involuntary Termination
($)
|
Change in
Control ($)
|
Early
Retirement
($)
|
Normal
Retirement
($)
|
||||||
Craig G. Blunden
|
|||||||||||
Employment Agreement (1)
|
--
|
214,063
|
1,093,830
|
2,355,418
|
--
|
214,063
|
|||||
Post-Retirement Compensation
Agreement (2)
|
22,788
|
22,788
|
22,788
|
22,788
|
--
|
22,788
|
|||||
Equity Plans (3)
|
95,625
|
95,625
|
--
|
95,625
|
--
|
--
|
|||||
Donavon P. Ternes
|
|||||||||||
Severance Agreement (1)
|
--
|
--
|
1,260,951
|
1,260,951
|
--
|
--
|
|||||
Post-Retirement Compensation
Agreement (2)
|
16,027
|
16,027
|
16,027
|
16,027
|
--
|
16,027
|
|||||
Equity Plans (3)
|
95,625
|
95,625
|
--
|
95,625
|
--
|
--
|
|||||
David S. Weiant
|
|||||||||||
Severance Agreement (1)
|
--
|
--
|
726,731
|
726,731
|
--
|
--
|
|||||
Equity Plans (3)
|
42,713
|
42,713
|
--
|
42,713
|
--
|
--
|
(1) |
Includes cash severance and the estimated value of continued insurance benefits. Does not reflect the impact of any deferrals in the payment of the cash severance to preserve the deductibility of such severance under Section 162(m) of the
Internal Revenue Code, with interest equal to 8% per annum to be paid on the amounts deferred as described below. The payments and benefits to Mr. Blunden in the event of a change in control will be reduced by the minimum amount necessary so
that they do not trigger the 20% excise tax imposed by Sections 280G and 4999 of the Internal Revenue Code. Any required reduction is not reflected in the above table. If the timing of the change in control permitted tax planning to be done,
we believe that the amount of any cutbacks that may be triggered in the future could be reduced or even eliminated.
|
(2) |
Represents the monthly benefit to the executive or his spouse for life. The lifetime benefits will be discounted to present value and paid in a lump sum.
|
(3) |
Represents the value of unvested restricted stock awards held by the executive based on the June 30, 2023 closing price of $12.75 per share.
|
Year
|
Summary
Compensation
Table Total for
PEO ($)(1)
|
Compensation
Actually Paid to
PEO ($)(2)
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs ($)(1)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(2)
|
Value of Initial
Fixed $100
Investment
Based on Total
Shareholder
Return ($)(3)
|
Net Income
($)
|
||||||
2023
|
951,054
|
905,454
|
570,174
|
537,129
|
79.56
|
8,592,000
|
||||||
2022
|
561,638
|
533,738
|
353,801
|
333,573
|
88.86
|
9,093,000
|
(1) |
The principal executive officer (“PEO”) for 2023 and 2022 is Craig G. Blunden. The non-PEO named executive officers (non-PEO NEOs) for 2023 and 2022 are Donavon P. Ternes and David S. Weiant.
|
(2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Provident’s NEOs. These amounts reflect the
Summary Compensation Table totals with certain adjustments, as follows:
|
2023 |
2022 |
|||||||
Name
|
PEO ($)
|
Average of Non-
PEO NEOs ($)
|
PEO ($)
|
Average of Non-
PEO NEOs ($)
|
||||
Summary Compensation Table total
|
951,054
|
570,174
|
561,638
|
353,801
|
||||
Decrease for amounts reported under the Stock
Awards column in the Summary Compensation
Table
|
(97,125)
|
(70,254)
|
--
|
--
|
||||
Increase for fair value at year-end of awards
granted during year that remain unvested as of
year-end
|
87,825
|
63,527
|
--
|
--
|
||||
Decrease for change in fair value from prior
period year-end to vesting date of award
granted in prior years that vested during the
year
|
(36,300)
|
(26,318)
|
--
|
--
|
||||
Decrease for change in fair value at year-end of
awards granted in prior years that remain
unvested as of year-end
|
--
|
--
|
(27,900)
|
(20,228)
|
||||
Compensation Actually Paid
|
905,454
|
537,129
|
533,738
|
333,573
|
(3) |
Total Shareholder Return assumes $100 invested on June 30, 2021, with all dividends reinvested.
|
•
|
The Bank must offer competitive compensation packages to attract and retain well-qualified executives who are critical to Provident’s long-term success.
|
•
|
The compensation program entails a balanced approach that considers the short-term and long-term interests of shareholders and safe and sound banking practices.
|
•
|
The compensation program does not encourage excessive and unnecessary risks that would threaten the value of Provident.
|
•
|
The Audit Committee has completed its review and discussion of the 2023 audited financial statements with management;
|
•
|
The Audit Committee has discussed with the independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by PCAOB Auditing Standard 1301,
Communications with Audit Committees;
|
•
|
The Audit Committee has received written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the
independent registered public accounting firm’s independence; and
|
•
|
The Audit Committee has, based on its review and discussions with management of the 2023 audited financial statements and discussions with the independent registered public accounting
firm,
|
|
recommended to the Board of Directors that Provident’s audited financial statements for the year ended June 30, 2023 be included in its Annual Report on Form 10-K.
|
Audit Committee: |
Judy A. Carpenter, Chair
|
Debbi H. Guthrie
|
Kathy M. Michalak
|
Year Ended June 30,
|
|||
2023
|
2022
|
||
Audit Fees (1)
|
$739,257
|
$622,985
|
|
Tax Fees (2)
|
72,024
|
69,400
|
|
Audit Related Fees (3)
|
11,895
|
4,940
|
|
Total
|
$823,176
|
$697,325
|
|
___________ |
(1)
|
Includes fees paid for the annual audit, quarterly reviews of the consolidated financial statements, and the annual audit of internal controls over financial reporting.
|
|
(2)
|
Primarily consists of fees related to the preparation of Provident’s income tax returns.
|
|
(3)
|
Primarily consists of audit related fees such as the annual subscription fee for the Deloitte Accounting Research Tool and review and consent for the Form S-8 filing in fiscal 2023, among other immaterial
fees.
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
|
|
/s/ Donavon Ternes
|
|
DONAVON P. TERNES
Secretary
|
|
VOTE
|
||
|
|||
|
|||
Your vote matters - here's how to vote!
You may vote online or by phone instead
of mailing this card.
Online
Go to www. investorvote.com/PROV or scan
the QR code - login details are located in
the shaded bar below.
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
|
Using a black ink pen, mark your votes with an X as shown in this example. [X]
Please do not write outside the designated areas.
|
Save paper, time and money!
Sign up for electronic delivery at
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|
||
|
|||
2023 Annual Meeting Proxy Card
|
A Proposals — The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2, 1 YEAR for Proposal 3, and FOR Proposal 4. |
1. Election of Directors:
|
|||||||||
For | Withhold | For | Withhold | For |
Withhold |
||||
01 - Craig G. Blunden - 3-Year Term |
[ ] | [ ] | 02 - Brian N. Hawley - 3-Year Term |
[ ] | [ ] | 03 - Matthew E. Webb - 2-Year Term | [ ] | [ ] | |
For | Against | Abstain | 1 Year |
2 Years | 3 Years |
Abstain |
||
2. Advisory approval of the compensation of our named executive
officers as disclosed in the Proxy Statement.
|
[ ] | [ ] | [ ] |
3. Advisory vote on whether future advisory votes on executive compensation should be held every one, two or three years.
|
[ ] | [ ] | [ ] | [ ] |
4. Ratification of the appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for Provident Financial Holdings, Inc. for the fiscal year ending June 30, 2024.
|
[ ] |
[ ] |
[ ] |
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
|
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||
|
|
|
Small steps make an impact
Help the environment by consenting to receive electronic
delivery, sign up at www.investorvote.com/prov
|
|
REVOCABLE PROXY — PROVIDENT FINANCIAL HOLDINGS, INC. |
C Non-Voting Items |
Change of Address — Please print new address below. | Comments — Please print your comments below. | |
|
VOTE | |||
|
|||
|
Using a black ink pen, mark your votes with an X as shown in this example. [X]
Please do not write outside the designated areas.
|
|||
2023 Annual Meeting Proxy Card
|
A — Proposals — The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2, 1 YEAR for Proposal 3, and FOR Proposal 4. |
1. Election of Directors:
|
|||||||||
For | Withhold | For | Withhold | For | Withhold | ||||
01 - Craig G. Blunden - 3-Year Term |
[ ] | [ ] | 02 - Brian N. Hawley - 3-Year Term |
[ ] | [ ] | 03 - Matthew E. Webb - 2-Year Term | [ ] | [ ] | |
For | Against | Abstain | 1 Year |
2 Years |
3 Years |
Abstain |
||
2. Advisory approval of the compensation of our named executive
officers as disclosed in the Proxy Statement.
|
[ ] | [ ] | [ ] |
3. Advisory vote on whether future advisory votes on executive compensation should be held every one, two or three years.
|
[ ] | [ ] | [ ] | [ ] |
4. Ratification of the appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for Provident Financial Holdings, Inc. for the fiscal year ending June 30, 2024.
|
[ ] |
[ ] |
[ ] |
B — Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
|
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||
|
|
|
REVOCABLE PROXY — PROVIDENT FINANCIAL HOLDINGS, INC. |
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