James DeLeo
About James A. DeLeo
James A. DeLeo, age 58, is a certified public accountant and the leading partner at Gray, Gray & Gray, where he co-chairs the Merger & Acquisition Practice Group; he has 25+ years of experience in entrepreneurial finance and works closely with private equity and mezzanine lenders, bringing accounting, tax, capital markets and M&A expertise to PVBC’s board. He has served as a director of BankProv since 2017 and of Provident Bancorp, Inc. since its inception, and the Board has designated him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray, Gray & Gray | Leading Partner; Co-Chair, M&A Practice Group | 25+ years of experience | Advises fundless sponsors, search funds, PE/mezzanine lenders; contributes expertise on accounting, tax, capital markets, and M&A to PVBC’s board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Audit Committee (Chair) |
| Independence | All members of Audit, Compensation, and Nominating & Corporate Governance committees are independent under Nasdaq rules; DeLeo serves as an independent director |
| Financial expert | Board determined DeLeo qualifies as an Audit Committee “financial expert” under SEC rules |
| 2024 board/committee cadence | Board held 8 regular meetings and independent directors held 8 additional meetings in 2024; Audit Committee met 6 times; Compensation Committee met 6 times; Nominating & Corporate Governance Committee met 2 times |
| Attendance | No incumbent director attended fewer than 75% of the total board and committee meetings on which they served in 2024 |
| Annual meeting attendance | All then-current directors attended the 2024 annual meeting of stockholders except Director DeLeo (watch item) |
| Board leadership | Board chaired by an independent director (Laurie H. Knapp), with periodic meetings of independent directors |
| Majority voting | Board adopted a majority voting policy for uncontested elections; resignations considered if WITHHELD votes exceed FOR votes |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 36,500 | — | — | 36,500 |
Director fee framework (2024):
- $15,000 annual retainer for directors (Chair receives $50,000)
- $1,250 per board meeting
- Audit Committee Chair retainer: $7,000 (applies to DeLeo)
- Compensation Committee Chair retainer: $3,500; other committee chairs: $2,500
- Committee member fee: $750 per meeting (including chair)
- BankProv Risk Committee Chair retainer: $2,500; each committee member retainer: $1,500
Performance Compensation
| Component | Structure | 2024 Detail |
|---|---|---|
| Director PSUs/Performance metrics | Not disclosed for non-employee directors | No director-level performance metrics disclosed; no 2024 stock or option grant to DeLeo (cash-only in 2024) |
Note: PVBC maintains equity incentive plans that allow grants to directors (RSAs/RSUs/options), but the 2024 director awards were targeted to newly appointed directors; DeLeo still holds legacy equity from prior grants (see Equity Ownership) .
Other Directorships & Interlocks
- No other public company directorships or interlocks disclosed for DeLeo in the proxy .
- External auditor is Crowe LLP (not DeLeo’s firm), and the Audit Committee pre-approves all audit and permissible non-audit services; auditor independence affirmed by the committee .
Expertise & Qualifications
- CPA and M&A practitioner with >25 years of experience; advises PE/mezzanine lenders and middle-market acquisitions, providing capital markets access, accounting and tax expertise .
- Audit Committee financial expert designation under SEC rules; chairs the Audit Committee overseeing controls, financial reporting, and auditor engagement .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 66,253 | Includes 2,042 unvested restricted shares and 45,008 exercisable stock options |
| Unvested restricted shares | 2,042 | As of 12/31/2024 |
| Options – exercisable | 45,008 | As of 3/28/2025 beneficial ownership record |
| Options – unexercisable | 5,100 | As of 12/31/2024 |
| Ownership as % of outstanding | <1% (of 17,788,543 shares outstanding) | |
| Pledging/Hedging | Company states, unless otherwise indicated, shares listed are not pledged; policy prohibits pledging and hedging (case-by-case pledge exceptions require proof of capacity to repay) | |
| Ownership guidelines | Directors: 5× annual board retainer; as of 12/31/2024, all directors met their guidelines or were within the five-year phase-in period |
Governance Assessment
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Strengths
- Independent Audit Committee Chair with SEC “financial expert” designation strengthens oversight of financial reporting, internal controls, and auditor independence .
- Robust independent board structure: independent chair and frequent executive sessions of independent directors (8 in 2024) support effective oversight .
- Clear shareholder-responsive governance: majority voting policy in uncontested elections and ongoing outreach; board considering declassification and has adopted stock ownership guidelines and a clawback policy (company-level) .
- Anti-hedging and anti-pledging policies for directors align incentives and limit risk-taking in personal trading .
-
Alignment and incentives
- 2024 director pay for DeLeo was cash-only ($36,500) with no new equity grants; however, he holds meaningful legacy equity (2,042 unvested RS; 45,008 vested options; 5,100 unvested options), providing ongoing equity alignment .
-
Related-party/Conflicts
- As a community bank, PVBC may extend loans to directors under regulatory exemptions; at 12/31/2024 such loans (to directors/executives generally) were ordinary-course, on market terms, with oversight by the Audit Committee and disinterested directors per policy (no adverse features reported) .
- External auditor is not DeLeo’s firm; Audit Committee pre-approval and independence oversight reduce conflict risk .
-
Engagement and RED FLAGS
- Board/committee attendance: no incumbent director was below 75% in 2024 (meets standard) .
- RED FLAG: DeLeo did not attend the 2024 annual meeting of stockholders, while all other then-current directors did; continued monitoring of shareholder-facing engagement is warranted .
- Section 16 compliance: company reported compliance for directors in 2024 with late Form 4s noted for other individuals (not DeLeo), indicating no reported filing issues for him in the period .
-
Shareholder feedback and responsiveness
- The board increased transparency in compensation disclosure and advanced governance reforms (clawback, majority voting, stock ownership guidelines), with ongoing outreach to investors (company-level) .
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