Monitor the say-on-pay vote outcome at the November 19 meeting; a low approval rate (below 70%) would signal persistent shareholder discontent with executive compensation. Also watch for any future M&A activity given the board's stated openness to value-enhancing transactions and the presence of activist-leaning institutional holders like Fourthstone LLC.
Price Chart
Executive Summary
Provident Financial Holdings filed its definitive proxy statement for the November 19, 2026 annual meeting. The filing is routine with no shareholder proposals, no contested director elections, and no material related-party transactions. Key items include the election of directors Craig G. Blunden (non-executive Chairman, age 78) and Brian N. Hawley, an advisory say-on-pay vote, and ratification of Deloitte & Touche as auditor. The company disclosed that FY2026 net income of $6.655M missed the threshold target of $8.227M, resulting in zero non-equity incentive compensation for all named executive officers. CEO Donavon P. Ternes received total compensation of $854,551, primarily driven by a $280,505 increase in pension value.
Key Facts
- Annual meeting scheduled for November 19, 2026, held virtually
- Two director nominees: Craig G. Blunden (incumbent, age 78) and Brian N. Hawley (incumbent, age 58), each for a 3-year term
- 5 of 7 directors are independent; classified board structure with three classes
- FY2026 net income of $6.655M missed the threshold target of $8.227M under the annual incentive plan
- All named executive officers received $0 in non-equity incentive compensation for FY2026 due to missing performance thresholds
- CEO Donavon P. Ternes total compensation: $854,551 (salary $529,583 + pension value change $280,505 + other $44,463)
- CEO Ternes has a post-retirement pension benefit with a present value of $3,575,628
- No stock or option awards were granted to any named executive officer in FY2026
- No shareholder proposals were submitted for the meeting
- No material related-party transactions exceeding $120,000 were reported
- Last year's say-on-pay approval percentage was low, but the filing does not disclose the specific percentage
- Deloitte & Touche LLP appointed as auditor for FY2027; audit fees were $728,000 for FY2026
- ESOP trust holds 9.85% of outstanding shares; Dimensional Fund Advisors (8.03%), Raffles Associates (6.31%), and Fourthstone LLC (5.68%) are >5% holders
- Directors and executive officers as a group beneficially own 10.90% of outstanding shares
Financial Impact
FY2026 net income of $6.655M missed the $8.227M threshold for incentive compensation, resulting in zero bonuses for all NEOs. CEO Ternes received $854,551 total compensation, with $280,505 from pension value increase.
Risk Factors
- Low say-on-pay approval in recent years could lead to increased shareholder activism or compensation changes
- CEO Ternes's $3.58M pension benefit represents a material off-balance-sheet liability for a small-cap bank
- Classified board structure may make the company a potential target for activist campaigns or M&A interest
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001104659-26-114953 |
| Document: 0001104659-26-114953-index-headers.html | 0001104659-26-114953 |
| Document: 0001104659-26-114953-index.html | 0001104659-26-114953 |
| Document: 0001104659-26-114953.txt | 0001104659-26-114953 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 8-K | $18.20 | awaiting T+5 | — | $18.20 (−0.00%) |
Oct 27, 2026 today | Press Release | $18.20 | awaiting T+5 | — | $18.20 (−0.00%) |
Oct 23, 2026 4d ago | 8-K | $18.20 | awaiting T+5 | — | $18.20 (+0.00%) |
Oct 23, 2026 4d ago | 8-K | $18.20 | awaiting T+5 | — | $18.20 (+0.00%) |
Oct 22, 2026 4d ago | Press Release | $18.20 | awaiting T+5 | — | $18.20 (+0.00%) |
Oct 9, 2026 18d ago | DEF 14A | $18.26 $18.15 | ▼ −0.60% | ▲ +1.37% | $18.20 (−0.33%) |
Jul 28, 2026 13w ago | 8-K | $17.60 $17.90 | ▲ +1.70% | ▼ −0.56% | $18.20 (+3.41%) |
Jul 24, 2026 13w ago | 8-K | $17.22 $17.76 | ▲ +3.14% | ▲ +2.76% | $18.20 (+5.69%) |
Jul 23, 2026 13w ago | Press Release | $17.22 $17.76 | ▲ +3.14% | ▲ +2.76% | $18.20 (+5.69%) |
Apr 28, 2026 26w ago | 8-K | $17.14 $17.10 | ▲ +0.23% | ▲ +1.93% | $18.20 (−6.18%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers