Laurie Knapp
About Laurie H. Knapp
Laurie H. Knapp, age 67, is the non-management independent Chair of the Board at Provident Bancorp, Inc. (PVBC) and a long-tenured director of BankProv (since 1998) and PVBC (since its inception). She is a certified public accountant and sole owner of Laurie H. Knapp CPA PC, specializing in personal and corporate taxes; her accounting expertise supports the Board’s oversight of accounting practices and tax matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laurie H. Knapp CPA PC | Sole owner; CPA specializing in personal and corporate taxes | Not disclosed | Brings accounting/tax expertise to board oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Not disclosed in PVBC proxy | — | — | PVBC proxy biography lists her CPA practice and board roles; no other public company directorships disclosed |
Board Governance
- Role and independence: Independent, non-management Chair of the Board; Board uses independent chair structure to enhance oversight and independent director agenda-setting .
- Committee assignments: Member, Compensation Committee; not listed on Audit or Nominating & Corporate Governance committees .
- Board/committee meeting load: In 2024, Board held 8 regular meetings plus 8 meetings of independent directors; no incumbent director attended fewer than 75% of applicable Board/committee meetings .
- Annual meeting attendance: All directors attended the 2024 annual meeting except Director DeLeo; in 2023, all then-current directors attended .
- Governance practices: Majority voting policy for uncontested director elections; declassification phased so all directors stand for one-year terms by the 2028 annual meeting .
- Independence determination: All directors except the CEO are independent under Nasdaq standards; the Board considered ordinary-course director overdraft lines of credit and a commercial real estate line to an entity related to another director in its independence assessment .
Fixed Compensation
- Director pay structure (2024): Directors (other than the Chair) received a $15,000 retainer and $1,250 per Board meeting; Audit Chair $7,000; Compensation Chair $3,500; other committee Chairs $2,500; committee members $750/meeting. Chair of the Board received a $50,000 annual retainer. BankProv Risk Committee Chair $2,500; risk committee members $1,500 .
- Individual director compensation (2024 and 2023):
| Year | Fees Earned or Paid in Cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | — | — | 50,000 |
| 2023 | 77,752 | Not disclosed | Not disclosed | 77,752 |
Notes: For 2024, certain newly appointed directors received equity and option awards; Knapp did not. Equity award fair values reflect closing price on grant date; option values per ASC 718 .
Performance Compensation
Director equity awards (when granted) are restricted stock and options; the proxy does not describe performance-vesting for director grants.
| Grant Type (Directors) | Performance Metrics Disclosed? | Source |
|---|---|---|
| Restricted Stock Awards | No performance metrics described for director grants; fair value equals closing price on grant date | |
| Stock Options | No performance metrics described for director grants; ASC 718 valuation noted |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed in PVBC proxy | — | — | No public company interlocks disclosed in proxy biography |
Expertise & Qualifications
- CPA; owner-operator of a tax-focused accounting firm; expertise in accounting and tax matters supporting Board oversight .
- Board leadership: Independent Chair; Board conducts periodic independent director sessions and annual CEO performance evaluations by independent directors .
- Committee focus: Compensation Committee member; Board’s committees oversee compensation risk, financial/regulatory risk, and director independence/conflicts .
Equity Ownership
- Beneficial ownership (as of March 28, 2025): 96,849 shares (<1% of outstanding); includes 7,583 shares in an IRA, 7,426 shares held by spouse, 302 shares held by child, 302 shares held jointly with children, 2,042 unvested restricted shares (with voting control), and 41,508 exercisable stock options. Unless indicated, shares are not pledged; Knapp has sole voting/investment power over reported shares .
- Equity holdings detail (as of December 31, 2024): 2,042 unvested restricted shares; 41,508 vested options; 5,100 unvested options .
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 96,849 (<1%) | Includes IRA, spouse, child, joint, unvested RS (voting), and options as noted |
| Unvested restricted stock | 2,042 | As of 12/31/2024 |
| Options exercisable | 41,508 | Counted in “right to acquire within 60 days” |
| Options unexercisable | 5,100 | As of 12/31/2024 |
| Pledged shares | None indicated (unless otherwise noted) | Anti-pledging policy with limited exceptions |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold equity equal to five times the annual board retainer, to be met within five years; as of Dec 31, 2024, all directors met guidelines or were within the phase-in period .
- Anti-hedging/anti-pledging: Hedging prohibited; pledging prohibited unless advance Board approval and strong capacity to repay; no single-trigger equity vesting; clawback policy adopted consistent with Dodd-Frank .
Governance Assessment
-
Strengths
- Independent Chair structure with frequent executive sessions (8 in 2024), majority independent board, and a majority voting policy for director elections, supporting investor-friendly oversight .
- Clear committee structure; Knapp serves on the Compensation Committee; Audit Committee chaired by a designated financial expert .
- Strong alignment mechanisms: robust stock ownership guidelines (5× retainer), anti-hedging/anti-pledging, and a Dodd-Frank-compliant clawback policy .
- Board refreshment actions (two new directors in 2024) and third-party board performance survey completed at year-end 2024 .
-
Watch items
- Tenure considerations: Knapp’s long service (BankProv director since 1998) can pose refreshment and independence-perception questions; the Board notes ongoing refreshment and evaluation processes .
- Related-party exposure policy: Bank provides overdraft lines to all directors (considered in independence review) and permits pledging only with prior Board approval; investors may monitor any exceptions granted .
-
Attendance & engagement signals
- No incumbent director fell below 75% attendance of Board/committees in 2024; Knapp attended the 2024 annual meeting (only Director DeLeo did not) and all directors attended the 2023 annual meeting .
-
Compensation signals
- 2024 Chair compensation was $50,000, matching the disclosed Chair retainer; no new equity awards to Knapp in 2024; 2023 cash was $77,752, reflecting higher fees in that year’s structure .
Related-Party Transactions and Conflicts
- Policy and oversight: Audit Committee reviews related-person transactions; loans to directors/officers are permitted under banking exemptions if on market terms and compliant with regulations .
- Independence considerations: Board reviewed a commercial real estate line to an entity related to a different director and the overdraft lines to all directors in its independence determinations; Knapp remained independent .
Director Compensation Detail (Structure Reference)
| Component (2024) | Amount |
|---|---|
| Director annual retainer (non-Chair) | $15,000 |
| Board meeting fee | $1,250 per meeting |
| Audit Committee Chair retainer | $7,000 |
| Compensation Committee Chair retainer | $3,500 |
| Other committee Chair retainer | $2,500 |
| Committee member fee | $750 per meeting |
| Chair of the Board retainer | $50,000 |
| BankProv Risk Committee Chair retainer | $2,500 |
| BankProv Risk Committee member retainer | $1,500 |
Committee Map (2024)
| Committee | Knapp Role | Chair |
|---|---|---|
| Audit | Not a member | James A. DeLeo |
| Compensation | Member | Lisa DeStefano |
| Nominating & Corporate Governance | Not a member | Frank G. Cousins, Jr. |
Board Activity and Structure
| Item | Detail |
|---|---|
| Board meetings (2024) | 8 regular Board meetings; 8 independent-director meetings |
| Attendance threshold | No incumbent director <75% of total Board/committee meetings |
| Annual meeting attendance | 2024: all except DeLeo; 2023: all attended |
| Board declassification | All directors to stand annually by 2028 |
| Majority voting policy | Applies to uncontested director elections |
Overall: Knapp’s independent Chair role, CPA credentials, and equity ownership guideline compliance support governance quality and investor alignment. Long tenure warrants ongoing refreshment focus; PVBC has added independent directors and runs third-party board evaluations, which partially mitigates tenure risk .