Arthur Sullivan
About Arthur Sullivan
Arthur Sullivan, age 66, is an independent director of Provident Bancorp, Inc. (PVBC) and Principal Partner of Brady Sullivan Properties, a major New England real estate developer; he brings 40 years of commercial and residential real estate experience and was recognized as Manchester Chamber of Commerce’s 2013 Commerce Citizen of the Year . He has served as a director of BankProv since 2016 and of Provident Bancorp, Inc. since its inception; the Board determined he is independent under Nasdaq rules (all directors except the CEO) and all incumbent directors met the 75% meeting attendance threshold in 2024 . The Board is chaired by an independent director (Laurie H. Knapp), and all current directors except one attended the 2024 annual meeting; the exception was not Mr. Sullivan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brady Sullivan Properties (Manchester, NH) | Principal Partner | Not disclosed | Built and manages one of New England’s largest real estate portfolios; deep commercial real estate expertise (over 4M sq ft, 2,000+ residential units, 5,000+ condo conversions); 2013 Commerce Citizen of the Year |
External Roles
| Company/Organization | Exchange | Role | Committees/Impact |
|---|---|---|---|
| None disclosed in PVBC proxy | — | — | — |
Board Governance
- Committee assignments (2024): Audit Committee (member), Compensation Committee (member); not a chair of any standing committee listed; PVBC also maintains an Executive Committee (membership not disclosed) .
- Independence: Board classified him as independent under Nasdaq standards (all directors except CEO Reilly) .
- Attendance and engagement: 8 regular board meetings and 8 independent-director sessions in 2024; no incumbent director fell below 75% attendance; all then-current directors attended the 2024 annual meeting except Director DeLeo (implying Mr. Sullivan attended) .
- Governance enhancements: Independent chair; majority voting policy; Board declassification proposal to move to annual elections by 2028; requires 80% vote to amend Articles for declassification .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 6 | Chair: James A. DeLeo; committee composed entirely of independent directors; DeLeo deemed audit committee financial expert |
| Compensation | Member | 6 | Chair: Lisa DeStefano; independent directors |
| Nominating & Corporate Governance | — | 2 | Not a member; independent directors |
| Executive Committee | Not disclosed | Not disclosed | Standing committee exists; membership not disclosed |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 33,250 |
| Stock Awards | — |
| Option Awards | — |
| Total | 33,250 |
| 2024 Director Fee Schedule | Amount ($) |
|---|---|
| Annual retainer (non-Chair) | 15,000 |
| Board meeting fee (per meeting) | 1,250 |
| Committee meeting fee (per meeting) | 750 (members, including chair) |
| Committee chair retainers | Audit: 7,000; Compensation: 3,500; other standing committees: 2,500 |
| Board Chair retainer | 50,000 |
| BankProv Risk Committee | Chair: 2,500; member retainer: 1,500 |
Notes: In 2024, equity grants were concentrated in newly appointed directors (Cassarino, Pollack); Mr. Sullivan received no new equity award in 2024 .
Performance Compensation
- Equity program: Directors may receive restricted stock and stock options under the 2016 and 2020 Equity Incentive Plans; director equity in 2024 was selectively granted to new directors (Cassarino, Pollack) .
- Stock ownership guidelines (adopted March 2024): Directors must hold equity equal to 5x the annual board retainer, to be met within five years; as of 12/31/2024, all directors held equity positions that either met their full applicable guidelines or were still within the five‑year phase-in .
- Clawback: Company adopted a Dodd-Frank compliant clawback policy in Oct 2023 covering executives’ incentive-based compensation (not director fees) .
- Anti-hedging/pledging: Hedging prohibited; pledging prohibited absent advance Board approval and demonstrated capacity to repay without resort to pledged shares .
| Outstanding Director Equity (as of 12/31/2024) | Amount |
|---|---|
| Unvested restricted shares | 2,042 shares |
| Vested stock options | 45,008 options |
| Unvested stock options | 5,100 options |
Vesting schedules and strike prices for director awards were not disclosed in the director section; counts above reflect outstanding equity positions as of year-end 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Sullivan |
| Shared directorships with PVBC competitors/suppliers/customers | None disclosed |
| Related-party transactions | BankProv extended a commercial real estate line of credit to an entity related to Mr. Sullivan; Board considered this in independence determinations. Loans to directors/officers are on market terms, in ordinary course, performing, and compliant with banking regulations; Audit Committee and Board maintain approval/oversight processes |
Expertise & Qualifications
- Core expertise: Commercial real estate development, portfolio acquisition/management, and large-scale property operations across New England and Florida (over 4M sq ft, 2,000+ residential units, 5,000+ condo conversions) .
- Community and leadership: Recognized with the 2013 Commerce Citizen of the Year award by the Manchester Chamber of Commerce; lends market knowledge in Southern New Hampshire to PVBC .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 145,275 shares (includes 10,000 held by spouse) |
| Ownership as % of outstanding | <1% of 17,788,543 shares outstanding (star denotes less than 1%) |
| Breakdown | Includes 2,042 unvested restricted shares (with voting power) and 45,008 exercisable options |
| Pledged shares | None indicated; footnote states “Unless otherwise indicated, none of the shares listed are pledged” |
| Ownership guidelines | Directors required to hold 5x annual retainer; all directors either meet or are within five-year phase-in (as of 12/31/2024) |
Governance Assessment
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Strengths and positive signals:
- Independent status; serves on Audit and Compensation—two high‑impact oversight roles—supporting risk, financial reporting, and pay governance; committees comprised entirely of independent directors .
- Demonstrated engagement: Board held 8 regular meetings and 8 independent sessions; no incumbent director fell below 75% attendance; Mr. Sullivan attended the 2024 annual meeting (all except one director attended) .
- Alignment mechanisms: Meaningful personal share ownership and legacy equity exposure; no pledged shares; director stock ownership guidelines; prohibitions on hedging and pledging (with limited exceptions) .
- Governance trajectory: Independent chair; majority voting policy; Board declassification proposal signals responsiveness to investors. Say‑on‑pay support improved to ~92% in 2024 from ~63% in 2023, reflecting constructive shareholder engagement .
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Risk indicators and watch items:
- Related‑party exposure: Commercial real estate line of credit to an entity related to Mr. Sullivan (not required to be reported as a related‑person transaction). The Board nonetheless considered it in independence determinations; management states all director/officer loans are on market terms, compliant, performing, and subject to Audit Committee/Board oversight. Still a potential perceived conflict given Mr. Sullivan’s real estate interests—monitor for any credit amendments, renewals, or exceptions (RED FLAG) .
- Option overhang for long-tenured directors: Significant legacy option holdings among certain directors (including Mr. Sullivan) can create differing risk/return incentives versus RSU‑heavy structures; however, equity for 2024 was focused on new directors, reducing incremental equity grants to long‑tenured members .
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Overall view: Mr. Sullivan provides deep real estate acumen valuable to PVBC’s commercial lending and portfolio strategies and maintains independence and engagement. The credit relationship to a related entity is disclosed and governed but merits ongoing oversight for conflicts optics. The Board’s governance enhancements and ownership/anti‑hedging policies support investor alignment .