William Thomas
About William E. Thomas
William E. Thomas (age 76) is Lead Independent Director at Provident Financial Holdings (PROV), first elected in 1997, with his current board term expiring in 2027 . He is Executive Vice President and General Counsel of The KPC Group (and affiliates) and a practicing attorney with extensive board advisory experience in corporate governance, M&A, and regulatory matters . He is independent under Nasdaq rules and currently chairs both the Personnel/Compensation Committee and the Nominating & Corporate Governance Committee, and serves on the Long Range Planning Committee; he also serves as the Board’s Lead Independent Director with authority to convene executive sessions and retain outside advisors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private law firm (Riverside, CA) | Founding and Managing Partner | –1998 | Advised boards on governance, M&A, regulatory; experience later leveraged on PROV board |
| Provident Financial Holdings Board | Director | 1997–present | Long service provides institutional knowledge through cycles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The KPC Group (and affiliates) | EVP & General Counsel | 1998–present | Healthcare system owner/operator; legal, regulatory, and transactional leadership |
No other public-company directorships disclosed in PROV’s 2024–2025 proxy statements .
Board Governance
- Independence and leadership: Thomas is independent and serves as Lead Independent Director, acting as liaison for executive-session feedback and empowered to retain outside advisors directly for the Board .
- Committee roles (FY2025): Chair—Personnel/Compensation; Chair—Nominating & Corporate Governance; Member—Long Range Planning .
- Attendance and engagement: In FY2025, no director attended fewer than 91% of board/committee meetings; 11 Board meetings were held. In FY2024, no director attended fewer than 75%; 11 Board meetings were held. All directors attended the 2024 annual meeting except Thomas (excused) .
- Executive sessions: Board and key committees hold executive sessions after each regularly scheduled meeting, led by the Lead Independent Director or relevant chair .
- Board independence: 6 of 7 directors are independent (including Thomas) .
| Committee (FY2025) | Thomas’ Role |
|---|---|
| Personnel/Compensation | Chair |
| Nominating & Corporate Governance | Chair |
| Long Range Planning | Member |
| Audit | Not a member |
Fixed Compensation
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 39,800 | 39,900 | Cash retainer structure adjusted FY2025 |
| Monthly Director Retainer ($) | 3,000 | 3,333 | Committee meeting fee $400; Special board meeting fee $1,000; Committee chair fee +$500 per committee meeting |
| Equity Awards ($) | 22,300 (options) | — | No stock/option awards granted to directors in FY2025 |
| Other Compensation ($) | — | — | — |
Performance Compensation
Directors do not receive annual performance-based cash incentives; equity is used as long-term alignment (primarily stock options) with multi-year vesting and strike at or above FMV on grant date; awards are considered periodically (historically every ~3 years; latest in FY2024) . In FY2024, Thomas received an option grant valued at $22,300; no director equity awards were granted in FY2025 .
| Instrument | Grant Year | Vesting Schedule | Quantity/Status |
|---|---|---|---|
| Stock Options | 2024 | Multi-year vesting; options priced at ≥100% FMV; director grants historically vest over multiple years (specific director schedules not individually disclosed) | FY2024 option grant value $22,300 |
| Stock Options (Outstanding) | — | — | 30,000 options outstanding as of 6/30/2025 (director-level count) |
PROV’s director equity policy: awards primarily options; granted intermittently (2007, 2011, 2015, 2017, 2019, 2023, 2024), generally with multi-year vesting; no preset grant calendar; no grants during periods with MNPI .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Thomas in PROV’s 2024–2025 proxies .
- Compensation Committee interlocks: The Committee (Thomas, Guthrie, Hawley) reported no interlocks or insider participation requiring disclosure in FY2025 .
Expertise & Qualifications
- Legal/regulatory governance: Corporate governance, M&A, and regulatory advisory experience as practicing attorney and KPC Group GC .
- Board leadership: Lead Independent Director responsibilities and two chair roles indicate strong governance profile and peer confidence .
- Industry breadth: Healthcare administration/legal (KPC Group); strategic planning oversight at PROV via Long Range Planning Committee .
Equity Ownership
| Ownership Detail | As of | Amount |
|---|---|---|
| Beneficial ownership (shares) | Oct 6, 2025 | 123,241 (includes 10,571 via William E. Thomas, Inc. Profit Sharing Plan) |
| % of shares outstanding | Oct 6, 2025 | 1.89% |
| Options exercisable within 60 days | Oct 6, 2025 | 17,500 |
| Stock options outstanding (total) | Jun 30, 2025 | 30,000 |
| Hedging/Pledging policy | Current | Hedging and pledging of PROV stock prohibited for directors and senior officers |
| Ownership guidelines | Current | Directors must hold stock equal to 300% of base cash retainer; all directors and senior officers in compliance as of 6/30/2025 |
Governance Assessment
-
Strengths
- Independent Lead Director with explicit authority to retain advisors; routine executive sessions ensure independent oversight .
- High engagement: ≥91% attendance in FY2025 across board/committee service; robust committee leadership roles (Comp and Nominating) .
- Alignment safeguards: stringent hedging/pledging prohibitions; director stock ownership and retention policies with confirmed compliance .
- Clean related-party profile: No related-party transactions >$120,000 in FY2025 .
- Visible ownership: 123,241 shares beneficially owned; material personal stake supports alignment .
-
Watch items
- Annual meeting attendance: Thomas did not attend the 2024 annual meeting (excused) — not necessarily a red flag, but worth monitoring for future engagement consistency .
- Say-on-pay backdrop: Company acknowledges “low approval percentage” on say-on-pay in recent years and engaged shareholders; while this concerns executive pay, persistent low support can signal broader governance scrutiny where the Lead Director and Comp Chair roles are central to remediation .
- Role concentration: Simultaneous service as Lead Independent Director and chair of two key committees concentrates influence; continuity can aid effectiveness, but succession and rotation planning should be monitored as a governance best practice (roles disclosed; no issues cited by PROV) .
-
Compensation structure signals
- Director comp is modest and predominantly cash retainers/meeting fees; equity grants are infrequent and largely option-based (at-market, multi-year vesting), supporting long-term alignment without short-term performance bonuses for directors .
- Governance policies: Clawback policy adopted Nov 28, 2023; applies to executives (not directors), but reflects a broader risk-aware compensation posture overseen by Thomas’ committee .
Shareholder feedback: PROV ran an engagement program and enhanced governance disclosures (e.g., governance documents, committee table, LID duties, ownership guidelines), with shareholders expressing no material concerns on governance or director issues in the latest cycle .