Frank Cousins Jr.
About Frank G. Cousins, Jr.
Frank G. Cousins, Jr., age 66, is an independent director at Provident Bancorp, Inc. (PVBC), serving since the holding company’s inception and as a director of BankProv since 2003; he previously served 20 years as Sheriff of Essex County, Massachusetts and was President of the Greater Newburyport Chamber of Commerce from 2017–2021 . He sits on the Audit and Compensation Committees and chairs the Nominating & Corporate Governance Committee; the Board held eight regular meetings and eight independent-director sessions in 2024, and no incumbent director fell below the 75% attendance threshold; all directors except Director DeLeo attended the 2024 annual meeting . The Board deems him independent under Nasdaq rules; the Board Chair is independent (Laurie H. Knapp), reinforcing independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essex County, Massachusetts | Sheriff | 20 years (retired 2016) | Public safety leadership; deep community insight |
| Greater Newburyport Chamber of Commerce | President | 2017–2021 | Local economic engagement; business community ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in PVBC proxy |
Board Governance
- Committees and roles: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Committee meeting cadence (2024): Audit (6), Compensation (6), Nominating & Corporate Governance (2) .
- Independence and leadership: Board majority independent; independent Chair (Laurie H. Knapp) . Cousins is independent under Nasdaq standards .
- Attendance: No incumbent director attended fewer than 75% of Board/committee meetings in 2024; Cousins attended the 2024 annual meeting (only DeLeo missed) .
- Governance reforms: Board adopted majority voting policy; proposed declassification of Board over three years beginning 2026—areas overseen by Nominating & Corporate Governance (which Cousins chairs) .
- Activism context: Agreement with Stilwell Group led to Pollack’s appointment; agreement effective through the 2025 annual meeting, relevant to Board composition oversight .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Compensation | Member | 6 |
| Nominating & Corporate Governance | Chair | 2 |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 37,250 | — | — | 37,250 |
- Director fee framework (2024): $15,000 annual retainer (non-Chair), $1,250 per Board meeting; Audit Chair $7,000; Compensation Chair $3,500; other committee chairs $2,500; committee members $750 per meeting; Risk Committee Chair $2,500 and members $1,500 (BankProv) .
Performance Compensation
- No performance-based metrics disclosed for director compensation; equity grants to directors (when awarded) are presented as stock/option awards, with no performance metric disclosure for directors in 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in PVBC proxy for Cousins |
| Private/non-profit/academic boards | Past role as Chamber President noted; no ongoing external boards disclosed |
| Interlocks/conflicts | None disclosed with competitors/suppliers/customers; Board notes overdraft lines of credit for all directors and a commercial real estate line tied to another director (Sullivan), not Cousins |
Expertise & Qualifications
- Community leadership and law enforcement background—insight into local economic and community needs; useful for charitable engagement and market positioning .
- Governance oversight experience—Chair of Nominating & Corporate Governance; engagement in board effectiveness and independence processes .
Equity Ownership
| As-of Date | Beneficial Shares | % of Shares Outstanding | Unvested RS | Vested Options | Unvested Options | Notes |
|---|---|---|---|---|---|---|
| Mar 28, 2025 | 75,582 | <1% | 2,042 (voting control) | 45,008 | — | Includes 6,689 shares in IRA and 202 as custodian |
| Dec 31, 2024 | — | — | 2,042 | 45,008 | 5,100 | Director award status detail (as-of year-end) |
- Pledging: Proxy states shares listed are not pledged unless indicated; none indicated for Cousins .
- Ownership guidelines: Directors required to hold five times annual board retainer; as of Dec 31, 2024, all directors either met their guideline or were within the five-year phase-in period .
Governance Assessment
- Strengths:
- Independent director with long local tenure and community network; chairs Nominating & Corporate Governance in a year of board reform (majority voting policy; declassification proposal), signaling responsive governance and board accountability .
- Attendance solid; Board conducted eight independent-director sessions in 2024, supporting robust oversight .
- Ownership alignment: meaningful personal stake with RS and options; compliance with anti-pledging/hedging policies; director ownership guidelines in place and met/within timeline .
- Watch items:
- Standard banking practice of providing overdraft lines of credit to all directors; while ordinary course, it is a recurring related party exposure the Nominating & Corporate Governance Committee oversees (Cousins chairs) .
- Activist agreement influencing board composition (Stilwell Group)—ongoing need for balanced engagement and independence vigilance; committee chair role positions Cousins at the center of refresh decisions .
- Signals:
- Strong say-on-pay support (≈92% in 2024) and continued investor outreach—constructive governance environment that the Nominating Committee steers; supports investor confidence .
- Board’s movement toward annual election enhances accountability; as chair, Cousins’ role is pivotal in implementation and director pipeline quality .
Related Party Transactions and Risk Indicators
- Loans/credit: Loans to directors/executives made in ordinary course, market terms, compliant with banking regs; Board reviews larger exposures; overdraft lines of credit to all directors noted (no unfavorable features reported) .
- Section 16 compliance: No delinquent filings noted for Cousins; late filings referenced for other individuals (Mancini, Fisher, Cassarino, Pollack) .
- Policies: Clawback policy adopted Oct 2023; anti-pledging and hedging restrictions with limited exceptions; supports alignment and risk mitigation .
RED FLAGS
- None specific to Cousins disclosed: no pledging, no delinquent filings, no reported related-party transactions tied to him; routine overdraft lines of credit apply to all directors but are supervised and disclosed .