Brian Hawley
About Brian N. Hawley
Brian N. Hawley, age 57, has served on the Provident Financial Holdings, Inc. (PROV) Board since 2023 with his current term expiring in 2026. He is independent under Nasdaq rules and serves on the Personnel/Compensation Committee and the Nominating and Corporate Governance Committee. Hawley is the founder and CEO of Luminex Software, Inc. (founded 1994) and also serves as CEO of global cybersecurity firms Netwitness and Fidelis Security; he holds BS and MS degrees in Computer Science from UC Riverside .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luminex Software, Inc. | Founder & Chief Executive Officer | Founded 1994; current | Leads development of data storage products for Fortune 500; IT infrastructure expertise relevant to financial services |
| Netwitness | Chief Executive Officer | Not disclosed | Cybersecurity leadership; relevant to financial industry risk domains |
| Fidelis Security | Chief Executive Officer | Not disclosed | Cybersecurity leadership; relevant to financial industry risk domains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UC Riverside Foundation | Chairman (prior) | Not disclosed | Community and governance leadership |
| Monday Morning Group | President (prior) | Not disclosed | Community leadership |
| Greater Riverside Chambers of Commerce | Chairman (prior) | Not disclosed | Community leadership |
| Riverside Fox Theater Foundation | President (prior) | Not disclosed | Community leadership |
| Riverside ExCITE Technology Incubator | Chairman (current) | Not disclosed | Tech ecosystem leadership |
| Science Technology Education Partnership | Treasurer (current) | Not disclosed | STEM education engagement |
Board Governance
- Committee assignments: Personnel/Compensation (member) and Nominating & Corporate Governance (member); not a chair. Audit Committee chaired by Judy A. Carpenter; Personnel/Compensation and Nominating & Corporate Governance chaired by William E. Thomas; Long Range Planning chaired by Craig G. Blunden .
- Attendance: Board met 11 times in FY ended June 30, 2025; no director attended fewer than 91% of board and committee meetings on which they served .
- Independence: 6 of 7 directors are independent; Hawley is independent .
- Lead Independent Director and executive sessions: William E. Thomas is Lead Independent Director; executive sessions are held after each regularly scheduled Board and committee meeting .
- Annual meeting attendance: All directors attended the 2024 annual meeting except Mr. Thomas (excused) .
Fixed Compensation
| Item | FY2025 Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Hawley) | $39,600 | No stock or option awards recognized as FY2025 compensation |
| Monthly director retainer | $3,333 per month | Applies to all directors |
| Committee meeting fee | $400 per meeting | Applies to all directors |
| Special board meeting fee | $1,000 per meeting | Applies to all directors |
| Committee chair fee | $500 per committee meeting | Chair-only |
Performance Compensation
| Equity Program Feature | Disclosure | Notes |
|---|---|---|
| Instrument | Primarily stock options for directors | Long-term incentive with multi-year vesting |
| Exercise price policy | ≥100% of fair market value on grant date | Governance-aligned pricing |
| Grant cadence | Historically every 1–4 years (avg ~3 years) | Most recent director awards in FY2024; past awards in 2023, 2019, 2017, 2015, 2011, 2007 |
| New director grants | May receive awards at time of election | Discretionary by Personnel/Compensation Committee |
| Hawley options outstanding | 24,000 options at June 30, 2025 | Outstanding count; not a 2025 grant |
Clawbacks and recovery: Company-wide Compensation Recovery Policy adopted Nov 28, 2023 in accordance with SEC Rule 10D-1 and Nasdaq Rule 5608; applies to executive incentive compensation (director equity programs are governed by plan terms) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Hawley in the proxy biography section .
- Compensation Committee Interlocks: None; committee members (Thomas, Guthrie, Hawley) were not officers or employees and had no relationships requiring disclosure in FY2025 .
Expertise & Qualifications
- Education: BS and MS in Computer Science (UC Riverside) .
- Technical expertise: Information technology, data storage architectures, cybersecurity (CEO roles at Netwitness, Fidelis Security), with industry relevance to financial institutions .
- Board qualifications emphasized: Business leadership as serial entrepreneur; domain knowledge in IT/infrastructure for financial and securities industries .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (Hawley) | 1,000 | As of Oct 6, 2025 record date |
| Ownership (% of shares outstanding) | Less than 1% | Shares outstanding: 6,503,511 |
| Director options outstanding (Hawley) | 24,000 | As of June 30, 2025 |
| Hedging/Pledging | Prohibited for directors and senior officers | No margin or pledging allowed |
| Ownership guidelines | Directors: 300% of base cash retainer | Adopted June 2021; retention of 50% net shares until guideline met |
| Compliance status | All directors and senior officers in compliance as of June 30, 2025 | Company-wide statement |
Say-on-Pay & Shareholder Feedback
| Measure | FY2023 (oldest) | FY2024 (newest) |
|---|---|---|
| Say-on-Pay outcome | Approved: For 48.43%, Against 46.85%, Abstain 4.72%, Broker non-vote N/A | Not approved: For 49.43%, Against 50.31%, Abstain 0.26%, Broker non-vote N/A |
| Meeting quorum | 87.37% of eligible votes present | 82.04% of eligible votes present |
- Governance engagement: Board conducted shareholder outreach with enhancements to disclosure (committee table, lead independent director duties, ownership policies, director equity compensation eligibility/frequency, incentive plan trigger clarifications) .
Related-Party Transactions and Conflicts
- Company disclosure: No transactions >$120,000 in FY2025 involving related persons; hedging and pledging of PROV stock prohibited for directors .
- Potential conflict lens: Hawley’s executive roles at cybersecurity companies create potential vendor interlock risk if those firms transact with the Bank; the proxy discloses no such related-party dealings in FY2025 .
Governance Assessment
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Strengths:
- Independent director with deep IT/cybersecurity expertise; serves on key governance and compensation committees; strong attendance culture (≥91%) .
- Transparent fee structure with modest cash retainer; director equity largely via options with FMV exercise price and multi-year vesting; ownership and retention policies in place and compliant .
- Lead Independent Director structure and regular executive sessions support board independence .
-
Watch items / RED FLAGS:
- 2024 say-on-pay failed, signaling investor scrutiny of compensation governance; continued engagement is noted, but a repeat failure would be a negative signal .
- Low direct share ownership (1,000 shares; <1%) may limit economic alignment; offset by options outstanding and ownership/retention policies .
- Management turnover: CFO resignation in Feb 2025 (to pursue another opportunity) followed by May 2025 appointment; not a dispute per disclosure, but board oversight of finance leadership transitions remains a monitoring point .
Overall, Hawley’s independence, committee roles, and domain expertise bolster board effectiveness in risk and technology oversight, with no disclosed related-party transactions and compliance with ownership policies; investor sentiment on pay governance (2024 vote) remains an external signal to watch .