Judy Carpenter
About Judy A. Carpenter
Independent director of Provident Financial Holdings, Inc. (PROV); age 68 as of June 30, 2025; first appointed to the Board in 2012 with current term expiring in 2027 . Retired healthcare executive and emeritus member of Akido Labs; previously Head of Medical Operations at Akido Labs and President & COO of Riverside Medical Clinic from 1999–2022; B.S. Business Administration (Accounting) from Cal Poly Pomona; Certified Public Accountant (inactive) . Serves as Audit Committee Chair and meets the SEC definition of “audit committee financial expert,” signaling strong financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverside Medical Clinic | President & Chief Operating Officer | 1999–2022 | Led operations of largest physician-owned medical group in Inland Empire |
| Akido Labs | Head of Medical Operations; emeritus member | Not disclosed | Healthcare operations leadership; current emeritus status |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Riverside Chambers of Commerce | Past Chairman; Member | Not disclosed | Community leadership and engagement |
| Monday Morning Group | Member | Not disclosed | Civic involvement |
Board Governance
- Committee assignments: Audit Committee (Chair); Long Range Planning Committee (Member); Nominating & Corporate Governance Committee (Member) .
- Independence: Determined independent under Nasdaq rules; one of six independent directors on a seven-member board .
- Attendance: No director attended fewer than 91% of Board/committee meetings in FY2025 (Board held 11 meetings; Audit met 4; Nominating met 1) . All directors attended the 2024 annual meeting except Mr. Thomas, implying Carpenter attended .
- Executive sessions: Board and key committees meet in executive session after each regular meeting; committee sessions led by each committee chair (Audit sessions led by Carpenter) .
- Lead Independent Director: William E. Thomas .
- Governance documents: Audit, Compensation, Nominating charters; Code of Ethics; Compensation Recovery Policy; Insider Trading Policy available on company website .
Fixed Compensation
| Component | Amount/Policy | FY2025 Actual (Carpenter) |
|---|---|---|
| Monthly Director Retainer | $3,333 per month | Included in cash fees |
| Committee Meeting Fee | $400 per meeting | Included in cash fees |
| Special Board Meeting Fee | $1,000 per meeting | Included in cash fees |
| Committee Chair Fee | $500 per committee meeting for chairs | Applicable (Audit Chair) |
| Cash Fees Earned (FY2025) | Fees Earned or Paid in Cash | $40,000 |
Notes:
- No stock or option awards granted to directors in FY2025; director equity awards are discretionary and episodic .
Performance Compensation
| Equity Compensation Feature | Details | Source |
|---|---|---|
| Eligibility & Form | Directors eligible for equity; primarily stock options | |
| Grant Timing | Historically every 1–4 years; most recent director awards in FY2024 | |
| Exercise Price Policy | At least 100% of fair market value on grant date | |
| Vesting | Multiple-year vesting schedule (long-term incentive) | |
| Change-in-Control Treatment | Accelerated vesting varies by plan; 2006/2010 accelerate at CIC; 2013/2022 accelerate upon CIC plus involuntary termination within 12 months; death/disability accelerate | |
| Clawback/Recovery | Company-wide Compensation Recovery Policy adopted Nov 28, 2023; policies allow recovery in restatement/misconduct and specified risk cases (committee-administered) | |
| FY2025 Grants to Carpenter | None disclosed (no stock or option awards column amounts) | |
| Options Outstanding (6/30/2025) | 30,000 options outstanding (director-level count) | |
| Options Exercisable ≤60 Days | 17,500 options exercisable within 60 days (beneficial ownership footnote) |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed for Carpenter |
Expertise & Qualifications
- Financial expertise: CPA (inactive); designated audit committee financial expert .
- Senior operating leadership: >40 years in healthcare operations and public accounting .
- Community ties: Leadership roles in Greater Riverside Chambers of Commerce and civic groups .
- Board skills: Financial oversight, risk and controls, local market familiarity, governance experience .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 22,700 | Less than 1% of 6,503,511 shares outstanding |
| Options Exercisable ≤60 Days | 17,500 | Included in beneficial ownership calculation per SEC rules |
| Total Options Outstanding | 30,000 | As of June 30, 2025 |
| Hedging/Pledging | Prohibited for directors (policy in place) | Alignment safeguard |
| Director Ownership Guidelines | 300% of base cash retainer; 50% net shares retention until compliant | Policy |
| Compliance Status | All directors and senior officers compliant as of June 30, 2025 | Carpenter included |
Governance Assessment
- Board effectiveness: Carpenter chairs Audit Committee and is an SEC-defined financial expert; Audit met 4 times in FY2025 with standard independence and oversight practices, indicating robust control environment .
- Independence & alignment: Confirmed independent; attends ≥91% of meetings; adheres to strict stock ownership and retention policies; hedging/pledging prohibited—all supportive of shareholder alignment .
- Compensation signals: Director pay primarily cash retainer and meeting fees in FY2025; equity grants are episodic and at-market options with multi-year vesting, avoiding guaranteed equity windfalls; clawback framework in place at company level .
- Conflicts/related-party exposure: Company reports no related party transactions >$120,000 in FY2025; no public company interlocks disclosed for Carpenter—low conflict risk .
- Broader governance context: Board maintains lead independent director, routine executive sessions, and ongoing shareholder engagement; past low say-on-pay approvals acknowledged with responsive disclosure enhancements—positive oversight tone though executive pay votes remain a monitoring point .
RED FLAGS: None identified specific to Carpenter in FY2025 disclosures—no related-party transactions, no pledging/hedging, high attendance, and independent status maintained .