Julienne Cassarino
About Julienne Cassarino
Julienne C. Cassarino, age 54, is an independent director of Provident Bancorp, Inc. (BankProv) since February 2024. She is a Chartered Financial Analyst, founder of Sycamore Analytics LLC, and co‑creator of VirtualBankConference.com, with 25 years of focus on the banking industry and capital markets; prior board experience includes a federal savings bank and its holding company and service as a corporator of a state savings bank . The Board has determined she is independent under Nasdaq listing standards, with an independent chair (Laurie H. Knapp) leading the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal savings bank and its depository holding company (unnamed) | Director | Not disclosed | Prior board oversight experience |
| State savings bank (unnamed) | Corporator | Not disclosed | Community banking governance exposure |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Sycamore Analytics LLC | Founder | Not disclosed | Business analysis and investment advice for private bank investors |
| VirtualBankConference.com | Co‑creator | Not disclosed | Investor–community bank connections platform |
Board Governance
- Committees: Audit Committee (member) and Nominating & Corporate Governance Committee (member). Audit Committee membership includes DeLeo (Chair), Cassarino, Cousins, Piette, Sullivan; Nominating is chaired by Cousins .
- Committee meetings in 2024: Audit—6; Compensation—6; Nominating—2 .
- Board meetings in 2024: 8 regular Board meetings; 8 independent director sessions; no incumbent director attended fewer than 75% of Board/committee meetings .
- Annual meeting attendance: All directors attended the 2024 annual meeting except Director DeLeo .
- Independence: Board determined all directors except the CEO are independent; committee members are independent per Nasdaq and SEC rules .
- Board leadership: Independent Chair, Laurie H. Knapp; periodic independent director meetings and annual CEO evaluation by independent directors .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 44,000 |
| Stock Awards ($) | 102,406 (grant date fair value) |
| Option Awards ($) | 117,961 (grant date fair value) |
| Total ($) | 264,367 |
| Director Fee Structure (2024) | Amount |
|---|---|
| Annual Board retainer (non‑chair) | $15,000 |
| Board meeting fee | $1,250 per meeting |
| Board Chair retainer | $50,000 |
| Audit Chair retainer | $7,000 |
| Compensation Chair retainer | $3,500 |
| Other committee chair retainer | $2,500 |
| Committee member meeting fee | $750 per meeting |
| BankProv Risk Committee Chair retainer | $2,500 |
| BankProv Risk Committee member retainer | $1,500 |
Performance Compensation
- Equity grants/holdings snapshot:
- As of 12/31/2024: 10,210 unvested restricted shares; 25,500 unvested stock options .
- As of 3/28/2025: Beneficial ownership includes 8,168 unvested restricted shares (with voting control) and 5,100 exercisable options .
| Equity Detail | Dec 31, 2024 | Mar 28, 2025 |
|---|---|---|
| Unvested restricted shares (#) | 10,210 | 8,168 (with voting control) |
| Unvested stock options (#) | 25,500 | Not disclosed |
| Exercisable stock options (#) | Not disclosed | 5,100 |
- Stock ownership guidelines: Directors must hold five times annual board retainer; compliance is required within five years. As of 12/31/2024, all directors either met guidelines or were within the five‑year phase‑in period .
- Anti‑pledging/hedging: Directors are prohibited from pledging or hedging Company stock except in limited, pre‑approved circumstances; a Dodd‑Frank compliant clawback policy was adopted in Oct 2023 .
Performance metrics context (Compensation Committee oversight of executive incentives):
| Metric | Target | 2024 Actual (Adjusted) | Traditional Weighting |
|---|---|---|---|
| Return on average assets (ROAA) | 0.56% | 0.46% | 40% |
| Efficiency ratio | 78.46% | 81.59% | 15% |
| Strategic goals | Not numerical | Achievements disclosed (leadership transition; deposit mix; exit digital asset lending; sale‑leaseback) | 30% |
| Team/Individual performance | Not numerical | Considered in awards | 15% |
| Bonus outcome | — | 45% of target bonus paid to NEOs (CEO target 35% of salary; others 30%) |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| Current public company boards | None disclosed | — | No current public company directorships disclosed . |
| Prior public/private boards | Federal savings bank & holding company (unnamed) | Not disclosed | Prior governance experience . |
| Interlocks/conflicts | None disclosed | — | No shared directorships with competitors/suppliers/customers disclosed . |
Expertise & Qualifications
- Chartered Financial Analyst; 25 years focused on banking sector, capital markets, and local markets served by BankProv .
- Provides Board expertise on capital markets and broader community banking sector .
Equity Ownership
| Metric | Mar 28, 2025 Snapshot |
|---|---|
| Total beneficial ownership (shares) | 26,462 |
| Ownership as % of shares outstanding | <1% (based on 17,788,543 shares outstanding) |
| Components | Includes 8,168 unvested restricted shares (voting control) and 5,100 exercisable options |
| Pledged shares | None indicated (unless otherwise noted) |
Insider filings:
- Section 16(a) compliance: Julienne Cassarino filed a late Form 4 to report receipt of equity awards for 2024; Company noted receipt and compliance monitoring .
Governance Assessment
- Board effectiveness: Active participation across Audit and Nominating & Corporate Governance; Board held 8 regular meetings and 8 independent director sessions in 2024; committees met regularly (Audit—6; Nominating—2) which supports oversight cadence .
- Independence and leadership: Independent director; Board chaired by independent director; majority independent Board and independent committees; audit committee includes an SEC‑defined financial expert (DeLeo) which strengthens financial oversight .
- Alignment and incentives: Director compensation includes meaningful equity components; directors are subject to stock ownership guidelines (5x retainer) and anti‑pledging/hedging policies; clawback framework in place for incentive compensation .
- Shareholder responsiveness: Say‑on‑pay support improved to ~92% in 2024 from ~63% in 2023; the Board engaged institutions in outreach and progressively enhanced governance (majority voting policy; proposed Board declassification) .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Cassarino; BankProv provides standard overdraft lines to all directors; director/officer loans comply with banking regulations and were made on market terms with normal credit risk .
- Structural reforms: Board unanimously recommended declassification over 3 years, with annual elections starting by 2028; reflects accountability orientation and alignment with governance best practices amid activist engagement history (Stilwell agreement) .
RED FLAGS
- Late Form 4 filing to report receipt of equity awards (administrative compliance issue; monitored) .
- Activist context (Stilwell agreement ending at 2025 meeting) underscores heightened governance scrutiny; not a direct conflict for Cassarino but indicates broader Board oversight pressure .