Kathy Michalak
About Kathy Michalak
Independent director since 2021; currently serves on PROV’s Audit Committee and Nominating & Corporate Governance Committee. Background includes executive leadership at Habitat for Humanity Riverside (Executive Director: April 2014–July 1, 2022; Construction Supervisor: June 2010–April 2014) and 35 years in the newspaper industry (circulation, sales, marketing). Age 67 as of June 30, 2022; first elected in 2021; current board term expires in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Habitat for Humanity Riverside | Executive Director | Apr 2014 – Jul 1, 2022 | Led affordable housing and home repair programs in PROV’s market area |
| Habitat for Humanity Riverside | Construction Supervisor | Jun 2010 – Apr 2014 | Operational oversight of build/repair projects |
| Newspaper Industry | Various roles (circulation, sales, marketing) | ~35 years (prior to 2010) | Commercial execution and community reach experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Riverside Philharmonic | Board Member | Current | Civic/arts governance |
| Greater Riverside Chambers of Commerce | Board Member; Vice Chair of Marketing & Membership | Current | Regional business engagement |
| Community Foundation of Riverside & San Bernardino Counties | Grants Committee Member | Current | Philanthropic grant oversight |
| Soroptimist International of Riverside | Member | Current | Community service |
| Community Action Partnership of Riverside County | Commissioner | Prior service | Community programs |
Board Governance
- Committee assignments (FY2025): Audit Committee (member); Nominating & Corporate Governance Committee (member). The Audit Committee and Nominating & Corporate Governance Committee are composed of independent directors; Audit met 4 times and Nominating met once in FY2025 .
- Attendance: In FY2025, the Provident Board and the Bank Board each held 11 meetings; no director attended fewer than 91% of the board and committee meetings on which they served . Prior proxies similarly report high attendance (FY2021: no director <90%) .
- Audit Committee financial expert: Ms. Carpenter (chair) is designated; Michalak is not identified as the committee’s financial expert .
- Governance documents and policies: Board maintains charters and policies including Audit Committee Charter, Nominating & Corporate Governance Committee Charter, Personnel/Compensation Committee Charter, Insider Trading Policy, and a Compensation Recovery (clawback) Policy (available on PROV’s website) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Monthly Board Retainer | $3,333 | Effective in latest proxy; equivalent to ~$40,000/year |
| Committee Meeting Fee (member) | $400 per committee meeting attended | Applies to each committee meeting |
| Committee Meeting Fee (chair) | $500 per committee meeting attended | For committee chairs |
| Special Board Meeting Fee | $1,000 per special board meeting attended | Separate from regular meetings |
| Historical Board Retainer (FY2021) | $3,000/month | Prior structure; same meeting fees |
Performance Compensation
| Element | Structure | Latest Details |
|---|---|---|
| Equity awards | Primarily stock options; multi-year vesting; strike price ≥ 100% of FMV at grant | Committee historically grants new awards every 1–4 years; recent grants in fiscal 2024 (and prior in 2023, 2019, 2017, 2015, 2011, 2007); grants are not made on a predetermined schedule and are avoided during periods of MNPI |
- No performance-based metrics (e.g., revenue/EBITDA targets, TSR) are disclosed for director compensation; equity awards are time-based options per policy .
- Clawback: Company discloses an overarching Compensation Recovery Policy as part of governance documents .
Other Directorships & Interlocks
- No public company directorships disclosed; external roles are civic/non-profit, reducing exposure to commercial interlocks with PROV’s customers/suppliers .
Expertise & Qualifications
- Affordable housing and community development domain knowledge; leadership in non-profit operations; long-tenured commercial experience in media distribution/marketing .
- Governance contribution: perspective on local housing needs within PROV’s geographic footprint; engagement with business community via Chambers of Commerce board .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Kathy M. Michalak | 10,500 | <1% | Includes 9,500 shares acquirable within 60 days via stock options |
| Vested/Exercisable | 9,500 options within 60 days | — | Options count is part of beneficial ownership per SEC rules |
| Pledged Shares | Not disclosed | — | No pledging footnote indicated for Michalak in the table |
Insider Trades
| Form | Filing Date | Event Date | Security | Amount Beneficially Owned at Filing |
|---|---|---|---|---|
| Form 3 (Initial Statement) | Dec 1, 2021 | Nov 30, 2021 | Common Stock | 0 |
Say‑on‑Pay & Shareholder Voting Signals
| Item | Meeting Date | For Votes | Against/Withheld | Outcome/Observation |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation | Nov 29, 2022 | 2,979,855 (52.94%) | 2,638,831 (46.88%); 10,070 abstain | Low approval indicates investor sensitivity to pay practices |
| Advisory Vote on Executive Compensation | Nov 30, 2021 | 3,300,668 (60.47%) | 2,149,398 (39.37%); 8,983 abstain | Mixed support |
| Director Election – Michalak (Re‑election) | Nov 29, 2022 | 3,082,859 (54.77%) | 2,545,897 (45.23%); 599,907 broker non‑vote | Narrow margin; monitoring recommended |
| Director Election – Michalak (Initial) | Nov 30, 2021 | 5,019,349 (91.95%) | 439,701 (8.05%); 808,615 broker non‑vote | Strong initial shareholder support |
Governance Assessment
- Strengths: Independent committee service (Audit; Nominating & Corporate Governance); high attendance; relevant local market expertise; presence of clawback policy; conservative director equity program (time-based options; grants not on preset cadence) .
- Watch items:
- Shareholder sentiment: 2022 say‑on‑pay approval at 52.94% and Michalak’s 2022 re‑election at 54.77% indicate heightened investor scrutiny; proactive investor engagement advisable .
- Audit Committee financial expert designation sits with the chair; ensure continued financial literacy and training for all members .
- Compensation and alignment: Fixed fees modest; equity via options with multi‑year vesting, and Michalak holds 10,500 shares (<1%), including 9,500 exercisable options, providing alignment without evidence of pledging .
- Conflicts/related party: No specific related‑party transactions are identified in the reviewed proxy excerpts; committees oversee related‑party review via charters and policies .