Joseph Mancini
About Joseph Mancini
Joseph Mancini, age 43, is Executive Vice President and Chief Operating Officer of Provident Bancorp, Inc. (PVBC) and BankProv. He joined BankProv in June 2020 as SVP, Risk and was promoted to EVP & COO in April 2021, after prior roles at Radius Bank (SVP & Chief Information Security Officer) and East Boston Savings Bank (risk roles) . Company performance context during his tenure shows revenues of $6.149M* (FY2022), $7.061M* (FY2023), and $5.912M* (FY2024), while net income moved from a loss of $(21.468)M* (FY2022) to $10.954M* (FY2023) and $7.271M* (FY2024) (EBITDA not available); PVBC’s pay-versus-performance disclosure indicates a $100 TSR value of 156 in 2021 and 62 in 2022 . Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BankProv (PVBC) | EVP & Chief Operating Officer | Apr 2021–present | Senior operating leadership through business mix shift, cost actions, and deposit mix improvements . |
| BankProv (PVBC) | SVP, Risk | Jun 2020–Apr 2021 | Risk leadership during transition; promoted to COO . |
| Radius Bank | SVP & Chief Information Security Officer | 4 years (prior to 2020) | Led information security; risk management expertise . |
| East Boston Savings Bank | Risk-related roles | 10 years (prior to Radius) | Enterprise risk roles; banking operations depth . |
External Roles
- No public-company directorships or external board roles disclosed for Mancini in PVBC’s proxies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 243,846 | 341,154 | 357,500 |
| All Other Compensation ($) | 25,219 | 36,308 | 41,579 (401k match $20,700; ESOP allocation $20,879) |
Reference base salary rate progression (committee-approved rates): $345,000 (2023) and $358,000 (2024) .
Performance Compensation
Annual Cash Incentives (Executive Annual Incentive Plan)
| Year | Target Bonus (% salary) | Payout Factor | Actual Bonus ($) | Metric design (weighting) | Noted target vs actual |
|---|---|---|---|---|---|
| 2024 | 30% (NEOs) | 45% of target (pays 13.5% of salary) | 48,330 | ROAA (traditionally 40%), Strategic goals (30%), Efficiency (15%), Team/Individual (15%) | ROAA target 0.56% vs PVBC adj. 0.46%; Eff. ratio target 78.46% vs 81.59% |
| 2023 | 30% (program) | Committee-determined per plan | 104,017 | Quantitative (financial, growth, asset quality, risk) + qualitative | Not separately itemized in proxy (paid per plan) |
| 2022 | 30% (NEOs) | 0% (no payout due to net loss) | — | ROAA (40%), Deposit growth (30%), Efficiency (15%), Team (15%) | Efficiency met but overall corporate net loss drove 0 payout |
| 2021 (history) | 30% (NEOs) | 150% of target (max) | 67,585 | ROAA (40%), Efficiency (30%), Loan growth (15%), Individual (15%) | All metrics at/above max; payout 45% of base salary |
Long-Term Equity Awards and Vesting
| Grant date | Award | Size / terms | Vesting schedule | Status at 12/31/2024 |
|---|---|---|---|---|
| 04/22/2021 | Stock options | 30,000 options @ $15.00, 10-year term | 1/5 per year beginning 04/22/2022 | 18,000 exercisable; 12,000 unexercisable; expiry 04/22/2031 |
| 04/22/2021 | Restricted stock | 12,000 shares | 1/5 per year beginning 04/22/2022 | 4,800 unvested remaining |
| 02/02/2023 | Stock options | 28,000 options @ $9.55, 10-year term | 1/5 per year beginning 02/02/2024 | 5,600 exercisable; 22,400 unexercisable; expiry 02/02/2033 |
| 02/02/2023 | Restricted stock | 5,210 shares | 1/5 per year beginning 02/02/2024 | 4,168 unvested remaining |
- 2023 grants (stock awards $49,756; option awards $100,232) were recognized in compensation; 2024: no new equity awards to Mancini .
- Equity plans are double-trigger for change-in-control (no single-trigger acceleration) .
Equity Ownership & Alignment
| As-of date | Total beneficial ownership (shares) | Ownership % | Breakdown/notes |
|---|---|---|---|
| Mar 28, 2025 | 52,833 | <1% | Includes 1,914 (401k), 7,091 (ESOP), 7,926 unvested RS, 29,200 exercisable options |
| Apr 1, 2024 | 40,174 | <1% | Includes 1,919 (401k), 5,259 (ESOP), 11,368 unvested RS, 17,600 exercisable options |
| Apr 6, 2023 | 27,889 | <1% | Beneficial ownership table; unless otherwise indicated, shares are not pledged |
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; directors 5x retainer; adopted Mar 2024; all continuing NEOs/directors met or are within 5‑year phase-in .
- Pledging/hedging: Pledging prohibited absent limited Board-approved exceptions; intent to prohibit hedging disclosed in 2024; no shares pledged unless noted in footnotes .
- Clawback policy adopted October 2023 to comply with SEC/Nasdaq rules .
Employment Terms
| Provision | Mancini terms |
|---|---|
| Role/term | EVP & COO; amended and restated employment agreement with a 2-year term, extendable annually upon Board review . |
| Base salary | As set by Compensation Committee; 2024 base salary rate $358,000 . |
| Annual bonus target | Generally 30% of base salary for NEOs . |
| Involuntary termination without cause / resignation for good reason (non‑CIC) | Lump sum severance equal to base salary through contract expiration plus pro‑rata “Average Bonus”; medical benefits continuation for remaining term or one year, as specified . |
| Change-in-control (CIC) | Severance equals 2x base salary (double‑trigger); equity awards subject to plan’s double‑trigger vesting standard . |
| Disability | Base salary or other compensation earned through termination date; continuation of medical benefits for one year at same out‑of‑pocket cost . |
| Death | Family to continue receiving base salary for 6 months and medical coverage for one year . |
| Non‑solicit | Up to one year post-termination for severance-eligible separations . |
Insider Transactions (Form 4)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Nov 15, 2025 | Disposition (merger) | 14,628 (direct) + 7,926 (ESOP) + 1,914 (401k) | n/a | Dispositions pursuant to NB Bancorp merger closing; reported by Form 4 |
| Apr 23, 2024 | Acquisition | 768 | ~$7.80 | Reported acquisition of common stock; Form 4 |
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 6,149,000* | 7,061,000* | 5,912,000* |
| Net Income ($) | (21,468,000)* | 10,954,000* | 7,271,000* |
Values retrieved from S&P Global.*
Compensation Governance, Peer Group, and Say‑on‑Pay
- Independent consultant: Pearl Meyer engaged as independent advisor; independence affirmed (2023–2024–2025) .
- Compensation peer group (used for 2024 decisions): Bank7, BankFinancial, Bankwell Financial, Capital Bancorp, CF Bankshares, ECB Bancorp, Esquire Financial, First Seacoast Bancorp, Landmark Bancorp, Magyar Bancorp, Meridian, Pathfinder Bancorp, Rhinebeck Bancorp, William Penn Bancorporation .
- Prior-year peer set (for 2023 decisions) included several different names (e.g., Coastal, Macatawa, First Business Financial, MVB Financial, Northrim, First Western), reflecting refinement of comparators .
| Say‑on‑Pay outcome | Result |
|---|---|
| 2024 vote (May 16, 2024) | ~92% support (vs ~63% in 2023) |
| 2022 vote | >95% support |
| 2021 vote | ~57% support |
Compensation Structure Analysis and Risk Signals
- Shift in mix: 2023 included new equity grants (RS and options) to Mancini; 2024 had no new equity awards (cash bonus paid at 45% of target), suggesting tighter equity usage pre‑merger .
- Performance alignment: 2022 STI paid 0 due to net loss; 2024 STI paid below target reflecting lag vs budget on ROAA/efficiency; metrics include profitability, efficiency, and strategic goals to balance risk .
- Governance enhancements: Adoption of clawback (Oct 2023), stock ownership guidelines (Mar 2024), prohibition on pledging absent limited approval, intent to prohibit hedging (2024) — supportive of alignment .
- Change‑in‑control economics: Double‑trigger vesting; CIC multiple of 2x base salary for Mancini (lower than CEO structure), limiting windfall risk while providing retention .
Investment Implications
- Incentive design leans toward balanced risk metrics (ROAA, efficiency, asset quality) with discretion, and governance guardrails (clawback, ownership rules, anti‑pledging/hedging), which reduces misalignment risk .
- Cash/equity mix tightened in 2024 with no new grants; outstanding options (2011/2023 grants) carry multi‑year, ratable vesting, implying limited near‑term insider selling pressure aside from merger‑driven settlements .
- Ownership is modest (<1%) but includes ESOP and option exposure; guidelines indicate continued accumulation expectations over the phase‑in period .
- CIC terms (2x base salary; double‑trigger) and non‑solicit covenants support retention through transitions while curbing excessive parachute risk .
Notes: PVBC entered into a merger with NB Bancorp effective around Nov 15, 2025; PVBC common stock was delisted in connection with the merger; equity plans were deregistered post‑closing (S‑8 POS), and executive equity awards are subject to plan/change‑in‑control mechanics .