PROV Sets Virtual Shareholder Meeting for Director Elections, Exec Pay Vote

TL;DR

**PROV's virtual annual meeting is a routine governance check, but the high ESOP ownership means employees have a real say in leadership and compensation.**

AI Summary

Provident Financial Holdings, Inc. (PROV) is holding its Annual Meeting of Shareholders on November 20, 2025, virtually, to address three key proposals. Shareholders will vote on the election of three directors—Debbi H. Guthrie, Kathy M. Michalak, and Matthew E. Webb—to serve three-year terms. Additionally, there will be an advisory vote on the compensation of named executive officers and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026. As of the October 6, 2025 record date, there were 6,503,511 shares of common stock outstanding. Significant beneficial owners include the Provident Savings Bank, F.S.B. Employee Stock Ownership Plan Trust with 10.72% (697,214 shares), Dimensional Fund Advisors LP with 7.66% (497,958 shares), M3 Funds, LLC with 6.70% (436,000 shares), and Raffles Associates, L.P. with 6.05% (393,420 shares). The Board of Directors unanimously recommends voting FOR all proposals, emphasizing the importance of shareholder participation to ensure a quorum.

Why It Matters

This DEF 14A filing outlines the governance priorities for Provident Financial Holdings, Inc., directly impacting investor confidence through director elections and executive compensation transparency. The advisory vote on executive pay allows shareholders to voice their opinion on leadership incentives, a critical factor in long-term performance and competitive positioning against regional banks. Ratifying Deloitte & Touche LLP ensures continued financial oversight, crucial for maintaining market trust. For employees, the ESOP's significant ownership (10.72%) highlights their vested interest in the company's direction, while customers benefit from stable, well-governed financial institutions.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily focused on routine governance matters like director elections, executive compensation, and auditor ratification. There are no indications of contentious proposals, significant financial distress, or unusual business changes. The Board of Directors unanimously recommends 'FOR' all proposals, suggesting a smooth process.

Analyst Insight

Investors should review the executive compensation details when they become available to ensure alignment with performance, and vote on all proposals to support good corporate governance. Given the routine nature, no immediate trading action is suggested beyond ensuring your vote is cast by November 17, 2025, if held in street name.

Key Numbers

• 6,503,511 — Shares of common stock outstanding (As of the record date October 6, 2025)
• 10.72% — Provident Savings Bank, F.S.B. ESOP Trust ownership (Largest beneficial owner of Provident common stock)
• 7.66% — Dimensional Fund Advisors LP ownership (Second largest beneficial owner of Provident common stock)
• 6.70% — M3 Funds, LLC ownership (Third largest beneficial owner of Provident common stock)
• 6.05% — Raffles Associates, L.P. ownership (Fourth largest beneficial owner of Provident common stock)
• 3 — Number of directors to be elected (For three-year terms at the Annual Meeting)
• 7 — Total number of Board of Directors members (Current size of Provident's Board of Directors)
• 2025-11-20 — Annual Meeting Date (Date of the virtual Annual Meeting of Shareholders)
• 2025-10-06 — Record Date (Shareholders of record on this date are entitled to vote)
• 83,243 — Shares held by all executive officers and directors as a group in ESOP (Reflects a portion of their beneficial ownership)

Key Players & Entities

• PROVIDENT FINANCIAL HOLDINGS INC (company) — Registrant for DEF 14A filing
• Craig G. Blunden (person) — Chairman of Provident Financial Holdings, Inc.
• Peter C. Fan (person) — Corporate Secretary of Provident Financial Holdings, Inc.
• Deloitte & Touche LLP (company) — Independent registered public accounting firm nominee
• Provident Savings Bank, F.S.B. Employee Stock Ownership Plan Trust (company) — Beneficial owner of 10.72% of common stock
• Dimensional Fund Advisors LP (company) — Beneficial owner of 7.66% of common stock
• M3 Funds, LLC (company) — Beneficial owner of 6.70% of common stock
• Raffles Associates, L.P. (company) — Beneficial owner of 6.05% of common stock
• Debbi H. Guthrie (person) — Director nominee for a three-year term
• Kathy M. Michalak (person) — Director nominee for a three-year term

FAQ

Industry Context

Provident Financial Holdings, Inc. operates within the banking and financial services sector, specifically as a savings and loan holding company. The industry is characterized by evolving regulatory landscapes, interest rate sensitivity, and increasing competition from traditional banks and fintech companies. Digitalization and customer experience are key trends shaping how financial institutions operate and serve their customers.

Regulatory Implications

As a financial institution, Provident is subject to extensive regulation by federal and state authorities, including the Office of the Comptroller of the Currency (OCC) and the Federal Reserve. Changes in banking regulations, capital requirements, and compliance standards can significantly impact operations and profitability. The upcoming fiscal year will likely involve continued adherence to these stringent regulatory frameworks.

What Investors Should Do

1. Vote your shares
2. Review the Proxy Statement
3. Register to attend the virtual meeting

Key Dates

• 2025-11-20: Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and auditor ratification. A quorum is essential for these decisions.
• 2025-10-06: Record Date — Establishes the list of shareholders entitled to vote at the annual meeting. 6,503,511 shares were outstanding on this date.
• 2025-10-20: Mailing of Proxy Statement — Informs shareholders about the meeting agenda and provides instructions on how to vote.
• 2026-06-30: Fiscal Year End — The period for which Deloitte & Touche LLP is being ratified as the independent auditor.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the Proxy Statement for Provident Financial Holdings, Inc.'s annual meeting, outlining the proposals and relevant information for shareholders.)

Proxy Card

A document that authorizes a designated person (proxy) to vote a shareholder's shares at a meeting. (Shareholders use the proxy card to vote on the proposals, either by mail, internet, or telephone, ensuring their shares are represented.)

Quorum

The minimum number of shareholders (or their proxies) required to be present at a meeting for business to be legally transacted. (The Board of Directors emphasizes the importance of shareholder participation to ensure a quorum is met for the annual meeting.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in detail in SEC filings. (Shareholders will vote on an advisory basis regarding the compensation of Provident's NEOs.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on a company's financial statements. (Shareholders are asked to ratify the appointment of Deloitte & Touche LLP as Provident's auditor for the upcoming fiscal year.)

Street Name

When shares are held by a broker, bank, or other nominee on behalf of the beneficial owner, rather than directly in the owner's name. (Shareholders whose shares are held in street name have specific instructions to follow to vote their shares and participate in the virtual meeting.)

Broker Non-Vote

Shares held by a broker or nominee that are not voted on a particular proposal because the broker did not receive voting instructions from the beneficial owner. (Broker non-votes can occur for non-discretionary items like director elections and executive compensation if shareholders do not provide instructions.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting of Shareholders. Specific comparative financial data from a previous DEF 14A filing is not directly available within this document. However, the document highlights the upcoming annual meeting's agenda, including the election of directors, advisory vote on executive compensation, and ratification of the auditor, which are standard recurring items for such filings.

Filing Documents

• tm2528247d1_def14a.htm (DEF 14A) — 415KB
• tm2528247d1_def14aimg003.jpg (GRAPHIC) — 10KB
• tm2528247d1_def14aimg001.jpg (GRAPHIC) — 135KB
• tm2528247d1_def14aimg002.jpg (GRAPHIC) — 135KB
• tm2528247d1_def14aimg004.jpg (GRAPHIC) — 256KB
• tm2528247d1_def14aimg005.jpg (GRAPHIC) — 312KB
• tm2528247d1_def14aimg006.jpg (GRAPHIC) — 199KB
• tm2528247d1_def14aimg007.jpg (GRAPHIC) — 215KB
• 0001104659-25-100689.txt ( ) — 4156KB
• prov-20250630.xsd (EX-101.SCH) — 10KB
• prov-20250630_def.xml (EX-101.DEF) — 3KB
• prov-20250630_lab.xml (EX-101.LAB) — 34KB
• prov-20250630_pre.xml (EX-101.PRE) — 5KB
• tm2528247d1_def14a_htm.xml (XML) — 59KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of October 6, 2025, the voting record date, information regarding share ownership of: 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; each director and director nominee of Provident; 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 all current directors and executive officers of Provident and Provident Savings Bank as a group. Persons and groups who beneficially own in excess of five percent of Provident's common stock are required to file with the Securities and Exchange Commission ("SEC") reports disclosing their ownership pursuant to the Securities Exchange Act of 1934. To our knowledge, no other person or entity, other than those set forth below, beneficially owned more than five percent of the outstanding shares of Provident's common stock as of the close of business on the voting record date. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock if he or she has voting and/or investment power with respect to those shares. Therefore, the table below includes shares owned by spouses, other immediate family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which shares the persons named in the table may possess voting and/or investment power. In addition, in computing the number of shares beneficially owned by a person and the percentage

View Full Filing

View this DEF 14A filing on SEC EDGAR