PROVIDENT BANCORP, INC. /MD/, DEF 14A filed on 4/15/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PROVIDENT BANCORP, INC.
Entity Central Index Key 0001778784
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) to each of our Principal Executive Officers (“PEO”) and to our Non-PEO NEOs and certain Company performance for the fiscal years listed below. The disclosure follows SEC guidelines for smaller reporting companies.

 

The Pay versus Performance table below summarizes the compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023 and 2022 calendar years.

 

Year

 

Summary

Compensation

Table Total for

PEO David P.

Mansfield ($)(1)

   

Summary

Compensation

Table Total for

Carol L. Houle

($)(1)

   

Summary

Compensation

Table Total for

Joseph B. Reilly

($)(1)

   

Compensation

Actually Paid to

PEO David P.

Mansfield

($)(1)(3)

   

Compensation

Actually Paid to

Carol L. Houle

($)(1)(3)

   

Compensation

Actually Paid to

Joseph B. Reilly

($)(1)(3)

 

2024

    n/a       673,100       588,787       n/a       367,688       597,148  

2023

    n/a       670,354       646,538       n/a       841,528       702,951  

2022

    2,099,117       357,768       n/a       (852,242 )     (607,535 )     n/a  

 

 

Year

 

Average Summary

Compensation Table

Total for Non-PEO

NEOs ($)(2)

   

Average Compensation

Actually Paid to Non-

PEO NEOs ($)(2)(3)

   

Value of Initial Fixed

$100 Investment Based

on Total Shareholder

Return

   

Net Income
(in millions)
($)

 

2024

    561,701       590,853       $61.76       7.3  

2023

    631,467       688,814       $54.55       11.0  

2022

    269,065       (8,643 )     $39.44       (21.5 )

 

(1)

Carol L. Houle was appointed Interim Chief Executive Officer on December 20, 2022, and served as a PEO through February 9, 2024. Concurrently, Joseph B. Reilly assumed the role of sole Chief Executive Officer on February 9, 2024. David P. Mansfield served as the Company’s PEO through December 20, 2022.

(2)

Joseph Mancini served as a Non-PEO NEO for the three years covered in the table, and Kenneth R. Fisher was a Non-PEO NEO during 2024 calendar year, he was not employed at the Company in 2022 or 2023.

(3)

The dollar amounts reported represent CAP, as calculated in accordance with SEC rules. See table below.

 

 

   
PEO Total Compensation Amount $ 588,787 $ 646,538 $ 0
PEO Actually Paid Compensation Amount $ 597,148 702,951 0
Adjustment To PEO Compensation, Footnote

Calculation of Compensation Actually Paid (CAP). To calculate the CAP to our PEOs and Non-PEO NEOs in the table above according to SEC reporting rules, the following adjustments were made to Total Compensation as reported in the Summary Compensation Table for calendar year 2024.

 

   

2024

 
   

Carol L. Houle

   

Joseph B. Reilly

   

Average Non-

PEO NEOs

 

Total Compensation from Summary Compensation Table

  $ 673,100     $ 588,787     $ 561,701  

Adjustments for Equity Awards

                       

Adjustment for grant date values in the Summary Compensation Table

                (146,559 )

Year-end fair value of unvested awards granted in the current year

                167,760  

Year-over-year difference of year-end fair values for unvested awards granted in prior years

          5,312       13,237  

Fair values at vest date for awards granted and vested in current year

                 

Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years

          3,049       (5,286)  

Forfeitures during current year equal to prior year-end fair value

    (305,412)              

Dividends or dividend equivalents not otherwise included in total compensation

                 

Total Adjustments for Equity Awards

    (305,412)       8,361       29,152  

Compensation Actually Paid (as calculated)

  $ 367,688     $ 597,148     $ 590,853  

 

   
Non-PEO NEO Average Total Compensation Amount $ 561,701 631,467 269,065
Non-PEO NEO Average Compensation Actually Paid Amount $ 590,853 688,814 (8,643)
Compensation Actually Paid vs. Total Shareholder Return

Pay Versus Performance: Graphical Description. The following graphs present the relationship during 2024, 2023, and 2022 between compensation “actually paid” as defined by SEC rule and shown above) for the Chief Executive Officers and other NEOs on an average basis.

 

28

 

Relationship Between Compensation Actually Paid and the Companys Total Shareholder Return

 

capvstsr.jpg
   
Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid and the Companys Net Income.

 

capvsnetincome.jpg

 

29

 

   
Total Shareholder Return Amount $ 61.76 54.55 39.44
Net Income (Loss) 7,300 11,000 (21,500)
Former PEO Two [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 0 0 2,099,117
PEO Actually Paid Compensation Amount 0 0 (852,242)
Former PEO One [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 673,100 670,354 357,768
PEO Actually Paid Compensation Amount 367,688 $ 841,528 $ (607,535)
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 8,361    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,312    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,049    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (305,412)    
PEO | Former PEO One [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
PEO | Former PEO One [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (305,412)    
PEO | Former PEO One [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 29,152    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (146,559)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 167,760    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 13,237    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,286)    
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0