Dennis Pollack
About Dennis S. Pollack
Dennis S. Pollack, age 74, has extensive senior management and board experience across banking and finance, including executive roles at Sony Corporation of America, Connecticut Bank of Commerce, Savings Bank of Rockland County, and Paulson & Company; most recently he served as President and CEO of Prudential Bank in Philadelphia . He joined the Boards of Provident Bancorp, Inc. (PVBC) and BankProv effective January 25, 2024 via an agreement with the Stilwell Group, and is nominated for a three-year term expiring at the 2025 annual meeting; the Board has determined he is independent under Nasdaq standards . His tenure at PVBC/BankProv began in January 2024, with committee work emphasizing strategic, executive compensation, and risk matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Bank (Philadelphia) | President & CEO | Not disclosed | Led bank; recognized for banking industry contributions (articles in Bottomline Magazine and The Bankers Magazine) |
| Sony Corporation of America | Executive role | Not disclosed | Finance/operations expertise; not further detailed |
| Connecticut Bank of Commerce | Executive role | Not disclosed | Banking operations and governance |
| Savings Bank of Rockland County | Executive role | Not disclosed | Banking operations and governance |
| Paulson & Company | Executive role | Not disclosed | Investment/finance domain expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Various depository institutions | Board member | Prior service | “Previously served on the boards of several depository institutions”; specific names and dates not disclosed |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Pollack is independent .
- Committee assignments: Pollack serves on the Compensation Committee; not a chair .
- Committee meeting cadence (2024): Audit (6), Compensation (6), Nominating & Corporate Governance (2) .
- Board activity and engagement: Eight regular board meetings and eight independent-director meetings in 2024; no incumbent director attended <75% of meetings/committees served .
- Annual meeting attendance: All then-current directors attended the 2024 annual meeting except Director DeLeo; Pollack attended .
- Board leadership: Independent Chair (Laurie H. Knapp); periodic independent-director sessions and annual CEO evaluation by independent directors .
- Majority voting policy: Adopted; incumbent nominee who receives more WITHHELD than FOR must promptly tender resignation; Nominating Committee recommends acceptance/rejection within policy framework .
- Board declassification initiative: Board unanimously recommended declassifying over three years (full annual elections starting in 2028) requiring 80% approval of shares entitled to vote .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $54,625 | Director cash compensation received by Pollack |
| Board retainer (standard) | $15,000 | Annual retainer for directors other than the Chair |
| Board meeting fee | $1,250 per meeting | Paid to directors per board meeting |
| Committee meeting fee | $750 per meeting | Paid to committee members (including chair) per meeting |
| Compensation Committee Chair retainer | $3,500 | Chair retainer; Pollack is not chair |
| Audit Committee Chair retainer | $7,000 | Chair retainer; Pollack is not chair |
| All other committee chairs retainer | $2,500 | Chair retainer; Pollack is not a chair |
| Risk Committee Chair retainer (BankProv) | $2,500 | Bank-level committee chair retainer; not applicable to Pollack |
| Risk Committee member retainer (BankProv) | $1,500 | Bank-level committee member retainer; director-level disclosure only |
Performance Compensation
| Component | Grant Details | Value | Vesting/Terms |
|---|---|---|---|
| Stock awards (RS) (2024) | 10,210 unvested shares held as of 12/31/24 | $102,406 grant-date fair value (aggregate) | Grant-date fair value equals closing price on grant date; specific vesting schedule not disclosed for directors |
| Stock options (2024) | 25,500 unvested options held as of 12/31/24 | $117,961 grant-date fair value (aggregate) | Director option strike/expiry not disclosed; grant valuation per ASC 718 |
The company prohibits single-trigger equity vesting on change-in-control, hedging by directors, and pledging without advance Board approval; maintains clawback policy and stock ownership/retention guidelines to align incentives with shareholders .
Other Directorships & Interlocks
- Activist agreement: On Oct. 28, 2023, PVBC entered an agreement with the Stilwell Group and Dennis Pollack; PVBC agreed to appoint Pollack to the Company and Bank boards in classes expiring at the 2025 meeting; if Pollack cannot serve, a replacement director would be chosen by Stilwell .
- Current other public boards: Not disclosed .
- Interlocks with customers/suppliers: Not disclosed; Board noted an Arthur Sullivan-related CRE line and overdraft lines for all directors; no specific Pollack-related transaction disclosed .
Expertise & Qualifications
- Strategic, executive compensation, and risk expertise from executive leadership roles across banking and finance; published industry contributions .
- Independent director, Compensation Committee member, engaged in governance improvements (declassification, majority voting policy context) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dennis S. Pollack | 52,891 | <1% | Includes 8,168 unvested restricted shares with voting control and 5,100 exercisable options; percentages based on 17,788,543 shares outstanding as of 3/28/2025 |
| Director equity guidelines | 5x annual board retainer | N/A | Achieve within five years; as of 12/31/2024, directors met guidelines or were still within phase-in period |
| Pledging/Hedging | Prohibited (with limited pledge exceptions requiring Board approval) | N/A | Anti-pledging/hedging policy for directors and certain officers |
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | Pollack filed a late Form 4 to report receipt of equity awards in 2024; company noted late filings for several insiders but believes overall compliance with reporting requirements |
Governance Assessment
- Board effectiveness: Pollack adds deep banking leadership and risk oversight experience; active participation evidenced by meeting attendance thresholds and annual meeting attendance .
- Compensation committee role: Member, not chair; Committee uses independent consultant (Pearl Meyer), diverse performance metrics, and has adopted clawback and ownership guidelines—supporting pay-for-performance governance .
- Alignment and incentives: Meaningful equity grants (RS and options) and ownership guidelines (5x retainer) reinforce alignment; anti-hedging/pledging policies reduce misalignment risk .
- Conflicts and red flags:
- Activist appointment agreement (Stilwell): Replacement right if Pollack cannot serve could be perceived as external influence on board composition; monitor for independence and potential agenda-setting effects .
- Late Form 4 filing: Minor compliance lapse flagged by the company; low severity but noteworthy .
- Director credit arrangements: Overdraft lines are provided to all directors; board deemed relationships immaterial for independence; Pollack not tied to specific transactions beyond standard practices .
- Shareholder confidence signals: Board declassification proposal (80% supermajority required), majority voting policy adoption, say-on-pay support improved to ~92% in 2024 after engagement—positive governance trajectory .
Overall, Pollack’s addition strengthens compensation and risk oversight competencies. The Stilwell agreement introduces an external influence consideration; continued transparency on independence, attendance, equity ownership guideline compliance, and committee practices mitigates investor concern .