Kenneth Fisher
About Kenneth Fisher
Kenneth R. Fisher, age 46, is Executive Vice President and Chief Financial Officer (CFO) of Provident Bancorp, Inc. (BankProv). He joined as SVP—Finance in January 2024, was appointed Acting CFO on March 28, 2024, and became CFO effective May 6, 2024. Fisher is a Certified Public Accountant with prior CFO experience at Meridian Bancorp/East Boston Savings Bank and Bluejay Diagnostics; he also spent five years in public accounting. Company performance context: 2024 net income of $7.3 million and a $100 TSR value of $61.76; 2023 net income $11.0 million and TSR $54.55; 2022 net loss $21.5 million and TSR $39.44. The 2024 say‑on‑pay vote received ~92% support.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bluejay Diagnostics, Inc. | Chief Financial Officer | Mar 2022 – Sep 2023 | Led finance at a diagnostic company; public-company CFO experience. |
| Meridian Bancorp, Inc. / East Boston Savings Bank | EVP, Chief Financial Officer & Treasurer | 2010 – 2021 | Bank CFO/Treasurer through sale; deep banking finance and capital markets experience. |
| Parent McLaughlin & Nangle, CPAs (now Marcum LLP) | Public Accounting | 5 years | CPA credential; foundational audit and reporting expertise. |
| BankProv / PVBC | SVP—Finance; Acting CFO; CFO | Jan 2024; Mar 28, 2024; May 6, 2024 | Transitioned to lead finance; stabilized operations and governance disclosures. |
External Roles
No external board or committee roles disclosed in the executive biography section of the latest proxy.
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Base Salary (rate) | $370,000 | Annual rate approved by Compensation Committee. |
| Salary Paid (2024) | $297,212 | Prorated for partial year service. |
| Target Bonus % | 30% of base salary | Per employment agreement. |
| Actual Bonus Paid (2024) | $49,950 | Committee awarded 45% of target → 13.5% of base salary. |
| All Other Compensation (2024) | $35,712 | 401(k) match $17,657; ESOP allocation $18,055. |
| Total Compensation (2024) | $675,992 | Includes stock and option awards. |
Performance Compensation
Annual Cash Incentive Structure and Outcomes (2024)
| Metric | Traditional Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Return on Average Assets (ROAA) | 40% | 0.56% | 0.46% | Contributed to reduced payout vs target. |
| Efficiency Ratio | 15% | 78.46% | 81.59% | Contributed to reduced payout vs target. |
| Strategic Goals | 30% | Qualitative goals portfolio | Transition leadership, deposit growth vs peers, exit digital asset lending, HQ sale-leaseback | Supported partial payout; Committee discretion. |
| Team/Individual Performance | 15% | Qualitative | Per executive performance | Supported partial payout; Committee discretion. |
| Total Bonus Determination | — | Target 30% of base | — | Committee awarded 45% of target → 13.5% of base; Fisher received $49,950. |
Long‑Term Equity Awards and Vesting
| Award Type | Grant Size | Strike/Value Basis | Vesting Schedule | Key Dates | Status/Value References |
|---|---|---|---|---|---|
| Stock Options | 20,000 | $11.17 strike | 20% per year | Begin Feb 8, 2025; expire Aug 20, 2034 | Unexercisable at 12/31/24; typical graded vesting; expiration 08/20/2034. |
| Restricted Stock | 8,000 | $11.40 market value ref | 20% per year | Begin Feb 8, 2025 | Market value $91,200 at 12/31/24 ($11.40). |
| Restricted Stock | 12,000 | $11.40 market value ref | 20% per year | Begin Apr 4, 2025 | Market value $136,800 at 12/31/24 ($11.40). |
Notes:
- “20% per year” reflects “one‑fifth per year” vesting schedule for the awards; initial vest dates as shown.
- Company practice avoids option grants during closed trading windows; no timing around MNPI.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 30,584 shares; less than 1% of outstanding. |
| Breakdown | Includes 18,400 unvested restricted shares and 4,000 exercisable stock options as of March 28, 2025 (60‑day window standard). |
| Options Outstanding | 20,000 unexercisable options at 12/31/24 (strike $11.17; exp. 08/20/2034). |
| Unvested vs Vested | Unvested RS: 8,000 (Feb 8, 2025 start) + 12,000 (Apr 4, 2025 start), 20% per year; options start vesting Feb 8, 2025. |
| Pledging/Hedging | Directors and certain officers prohibited from pledging/hedging; exceptions only with Board approval; none of Fisher’s shares indicated as pledged. |
| Ownership Guidelines | CFO must hold 1x base salary; five‑year phase‑in; all continuing NEOs either meet or are within phase‑in timeline. |
Employment Terms
| Term | Detail |
|---|---|
| Role & Appointment | Acting CFO (Mar 28, 2024); CFO (May 6, 2024). |
| Agreement Effective Date & Term | Effective Oct 25, 2024; initial term two years; Board may extend for additional two years with ≥30 days’ notice before expiry. |
| Base Salary & Bonus Target | Minimum base $370,000; target bonus 30% (short‑term). |
| Severance (no CIC) | If terminated without cause or resigns for good reason: Accrued Obligations + lump sum equal to base salary and average bonus for remaining term; up to 12 months COBRA premium coverage if elected. |
| Change‑in‑Control (CIC) | Accrued Obligations + lump sum equal to 2x base salary; up to 12 months COBRA premiums; no single‑trigger equity vesting under policy. |
| Disability/Death | Disability: Accrued Obligations plus LTD plan benefits; Death: beneficiaries receive lump sum equal to six months’ base salary. |
| Restrictive Covenants | Non‑solicitation for one year post‑termination. |
| Clawback | Dodd‑Frank compliant clawback adopted Oct 2023 (recoup incentive comp upon restatement). |
| Anti‑Pledging/Hedging | Prohibited absent limited Board‑approved exceptions; hedging prohibited. |
| Stock Ownership Guidelines | 1x base salary for NEOs; five‑year compliance window. |
Performance & Track Record
| Year | Net Income ($mm) | $100 TSR Value | Notes |
|---|---|---|---|
| 2024 | 7.3 | $61.76 | Post‑leadership transition; deposit mix improvement; exit from digital asset lending; HQ sale‑leaseback. |
| 2023 | 11.0 | $54.55 | Transition year; governance changes initiated. |
| 2022 | (21.5) | $39.44 | Loss year prior to Fisher’s tenure. |
Additional governance/compensation signals:
- Say‑on‑pay support improved to ~92% in 2024 from ~63% in 2023 after stockholder outreach and program changes.
- Peer group benchmarking via Pearl Meyer; banks of similar size and profile.
- Best‑practice guardrails: no single‑trigger vesting on CIC, no option repricing without stockholder approval, no excise tax gross‑ups, stock ownership/retention, independent consultant.
Compensation Committee Analysis
- Committee sets pay based on role responsibility, market surveys, peer group, and performance; CEO not present for his own pay determinations; Pearl Meyer engaged as independent consultant (independence confirmed).
- 2024 metrics for bonus determination emphasized ROAA and efficiency ratio tied to approved budget, plus strategic/team factors; discretion applied to reflect execution achievements.
Risk Indicators & Red Flags
- Late Form 4 filings: Fisher filed a late Form 4 to report receipt of equity awards (administrative control risk).
- Anti‑pledging/anti‑hedging policies in place; none of Fisher’s shares indicated as pledged.
- Program guardrails reduce shareholder‑unfriendly actions (no repricing; no single‑trigger CIC vesting; no tax gross‑ups).
- Activist agreement with Stilwell Group and board declassification initiative indicates active governance refresh.
Investment Implications
- Alignment and retention: Fisher’s pay mix includes meaningful equity with multi‑year graded vesting starting in 2025 (RS: 8k and 12k; options: 20k), creating ongoing alignment and potential scheduled selling pressure on each vest date. Change‑in‑control severance is 2x base salary with no single‑trigger equity vesting, moderating windfalls and incentivizing continuity.
- Performance sensitivity: 2024 cash bonus tied to ROAA, efficiency, and strategic execution paid at 45% of target (13.5% of base), evidencing pay‑for‑performance discipline as financial metrics lagged budget.
- Governance quality: Clawback, ownership guidelines, anti‑pledging/hedging, independent consultant, and improved say‑on‑pay support (~92%) suggest constructive engagement and reduced governance risk.
- Trading signals: Upcoming annual RS vest tranches (starting Feb 8 and Apr 4 each year) and option vesting may create periodic liquidity events; monitor Form 4s around those dates for potential selling.