Debbi Guthrie
About Debbi H. Guthrie
Independent director of Provident Financial Holdings, Inc. (PROV) since 1994, age 74 as of June 30, 2025. Background spans ownership/operations and finance: oversees accounting and property management for her family’s multi‑state real estate holdings; formerly EVP & Chief Communications Officer at Raincross Hospitality (retired late 2016); earlier President/CFO and Responsible Managing Officer of Roy O. Huffman Roof Company (1971–2004) . She is classified as independent under Nasdaq rules; 6 of 7 PROV directors are independent, including Guthrie .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roy O. Huffman Roof Company | President/CFO; Responsible Managing Officer | 1971–2004 | Led finance/operations; operator background |
| Raincross Hospitality Corporation | EVP & Chief Communications Officer | Retired late 2016 (start not disclosed) | City-contracted venues oversight; communications leadership |
| Family Real Estate Holdings (AZ, CA, ID, KY, UT) | Oversees accounting and property management | Ongoing | Multi-state real estate operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inland Southern California community organizations | Various leadership roles | Ongoing | Community leadership; local market connectivity |
No other public company directorships are disclosed in PROV’s proxy biography for Ms. Guthrie beyond service at PROV .
Board Governance
- Independence and attendance: Independent director; no director attended fewer than 91% of Board and committee meetings in FY2025 (11 PROV and 11 Bank board meetings) . All directors attended the 2024 annual meeting except Mr. Thomas, whose absence was excused .
- Executive sessions and structure: Board and key committees hold executive sessions after each meeting; PROV separates Chair and CEO roles since Jan 2024 and appoints a Lead Independent Director (currently William E. Thomas) .
- Related-party transactions: No related-party transactions over $120,000 in FY2025 (and none in FY2024/FY2023) .
Committee assignments (FY2025):
| Director | Audit | Long Range Planning | Nominating & Corporate Governance | Personnel/Compensation |
|---|---|---|---|---|
| Debbi H. Guthrie | Member | Member |
Notes:
- Chairs: Audit—Judy A. Carpenter; Nominating & Corporate Governance—William E. Thomas; Personnel/Compensation—William E. Thomas; Long Range Planning—Craig G. Blunden .
Fixed Compensation (Director)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Monthly director retainer (policy) | $3,000/month; committee mtg $400; special board $1,000; chair +$500/mtg; directors covered under medical/dental/vision while on board | $3,000/month; committee mtg $400; special board $1,000; chair +$500/mtg; directors no longer covered under medical/dental/vision effective 1/1/2024 | $3,333/month; committee mtg $400; special board $1,000; chair +$500/mtg |
| Fees Earned or Paid in Cash – Guthrie ($) | 37,600 | 38,200 | 39,700 |
| All Other Compensation – Guthrie ($) | 9,506 (primarily insurance benefits) | 4,902 (benefits phaseout timing) | — (none) |
| Total Director Cash Comp – Guthrie ($) | 57,506 | 65,402 | 39,700 |
Compensation design features:
- Stock ownership guidelines: Directors must hold stock valued at 300% of the base cash retainer; all directors were in compliance as of June 30, 2025. 50% of net shares from option exercises/RSU vesting must be retained until guideline met .
- Hedging/pledging: Directors and senior officers are prohibited from hedging and from pledging PROV shares; no margin accounts permitted .
Performance Compensation (Director Equity)
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Director equity grant policy | Options or restricted stock; multi‑year vesting; exercise price ≥ FMV | Equity grants to directors made in FY2024 (options); standard 50% vest at 2 years/50% at 4 years reflected in option grants to certain insiders; directors received option awards (Guthrie grant date fair value $22,300) | No director equity grants in FY2025; committee may grant roughly every 1–4 years (avg ~3 years) |
- Guthrie’s 2024 equity: Option award grant-date fair value $22,300; no stock awards; total director comp reflected in table above .
- Vesting schedules for recent grants generally 50% at 2 years and 50% at 4 years (illustrated in NEO awards; director equity follows the same plan framework) .
- Performance metrics: Directors’ equity is time-based; no performance-condition metrics disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Committee roles |
|---|---|---|
| None disclosed | — | — |
- Compensation committee interlocks: None; Personnel/Compensation Committee members (Thomas—Chair, Guthrie, Hawley) were not PROV officers and had no relationships requiring disclosure .
Expertise & Qualifications
- Operator/owner perspective: Decades leading a roofing business and managing real estate portfolios across five states; strong familiarity with small-business and homeowner finance in PROV’s markets .
- Governance experience: Long tenure on PROV board; active in community organizations, providing local market insights .
- Committee expertise: Service on Personnel/Compensation and Nominating & Corporate Governance, with exposure to executive compensation structure, succession, and governance policy .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Oct 6, 2025) | 49,413 (<1% of outstanding) |
| Options outstanding (Jun 30, 2025) | 30,000 options outstanding (director-level) |
| Options exercisable within 60 days (record date basis) | 17,500 included in beneficial ownership methodology disclosure (per directors generally) |
| Ownership guideline compliance | All directors compliant with stock ownership guidelines as of Jun 30, 2025 |
| Hedging/pledging | Prohibited by policy (no hedging; no pledging/margin) |
Say‑on‑Pay & Shareholder Feedback (Signal for Comp Committee)
| Meeting | Say‑on‑Pay Outcome | For (%) | Against (%) | Abstain (%) |
|---|---|---|---|---|
| Nov 21, 2024 | Failed | 49.43 | 50.31 | 0.26 |
| Nov 28, 2023 | Passed (narrow) | 48.43 | 46.85 | 4.72 |
- Board response/engagement: PROV conducted its sixth shareholder engagement program in July 2025 (top 20 holders ≈48% of shares); respondents expressed no governance or comp concerns; the company also revised 280G change‑in‑control base amount to exclude equity gains and rescinded the former CEO’s legacy agreement effective Jan 1, 2024, addressing prior concerns raised by low say‑on‑pay support .
Compensation Committee Analysis (Structure & Process)
- Committee composition and activity: Personnel/Compensation Committee (Thomas—Chair, Guthrie, Hawley) met 4 times in FY2025; oversees CEO evaluation, incentive plans, equity plans, succession planning, and clawbacks .
- Clawback policy: Compensation Recovery Policy adopted Nov 28, 2023 under SEC Rule 10D‑1/Nasdaq 5608; applicable to current/former executive officers; Committee administers .
- Consultant independence: Committee has authority to retain advisors; engaged an independent firm for the 2022 Equity Incentive Plan; no conflicts disclosed .
Director Compensation Mix (Trend Signals)
| Observation | Implication |
|---|---|
| Cash retainer increased from $3,000/mo (FY2024) to $3,333/mo (FY2025); meeting fees unchanged | Modest shift to fixed cash may reduce variability; not material in magnitude |
| Director medical/dental/vision coverage eliminated effective Jan 1, 2024 (benefit value previously included in “All Other”) | Reduces perquisite optics and fixed cost burden |
| Equity awards to directors granted in FY2024; none in FY2025; awards historically every 1–4 years (avg ~3 years) | Equity cadence remains episodic; time‑based vesting maintains alignment without performance metrics |
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions: None above $120,000 in FY2025; similarly none in FY2024/FY2023 .
- Policies mitigating conflicts: Robust Code of Ethics; director independence; prohibitions on hedging/pledging; stock ownership and retention guidelines .
Governance Assessment
- Strengths:
- Independence and attendance: Independent director with high attendance; board holds regular executive sessions; Lead Independent Director structure in place .
- Alignment mechanisms: Stock ownership/retention guidelines; hedging/pledging prohibitions; periodic equity grants to directors; no related‑party transactions .
- Compensation oversight: Active Personnel/Compensation Committee membership; adoption of Dodd‑Frank clawback; engagement efforts and CIC base‑amount revision responsive to investor feedback .
- Watch items / RED FLAGS:
- Say‑on‑pay weakness: 2024 say‑on‑pay failed (50.31% against) after a very narrow pass in 2023; as a member of the Compensation Committee, Guthrie is directly tied to pay decisions—monitor committee responsiveness in future proxy .
- Tenure: Very long board tenure (since 1994); while the board notes recent refreshment, some investors may view extended tenure as a potential independence risk—balanced by ongoing additions in 2021 and 2023 .