Lisa DeStefano
About Lisa DeStefano
Lisa DeStefano (age 61) is an independent director of Provident Bancorp, Inc. (PVBC) and BankProv; she is a Principal Architect at Maugel DeStefano Architects, a LEED-certified and registered architect in NH, ME, MA, and CT, practicing since 1983 and founder of DeStefano Architects (1995). She has served as a director of BankProv since 2013 and of Provident Bancorp, Inc. since its inception, bringing real estate and local market expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maugel DeStefano Architects | Principal Architect; LEED-certified | Practicing since 1983; founded DeStefano Architects in 1995 | Award-winning design; real estate/market expertise relevant to PVBC |
| BankProv (subsidiary) | Director | Since 2013 | Contributes regional market and real estate insights |
| Provident Bancorp, Inc. | Director | Since inception | Independent director; nominated for 3-year term at 2025 meeting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maugel DeStefano Architects | Principal Architect | Ongoing | External professional role; no other public company directorships disclosed in proxy biography |
Board Governance
- Independence: The Board determined all directors/nominees are independent except the CEO; DeStefano is independent under Nasdaq standards .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member; not on Audit Committee .
- Committee activity: In 2024 there were 6 meetings each for Audit and Compensation and 2 for Nominating & Corporate Governance committees .
- Attendance: In 2024, the Board held eight regular meetings plus eight independent-director sessions; no incumbent director attended fewer than 75% of Board/committee meetings .
- Board structure: Board currently classified; declassification to one-year terms will be phased-in, with full declassification at the 2028 annual meeting (requires 80% shareholder approval consistent with Articles) .
- Governance policies: Stock ownership guidelines (Directors: 5x annual board retainer; 5-year phase-in); as of 12/31/2024, all continuing directors met their guideline or were within phase-in. Anti-pledging and hedging restrictions; pledging exceptions require demonstrated capacity without resort to pledged securities; Dodd-Frank-compliant clawback adopted Oct 2023 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 43,750 | 33,750 |
| Annual Board Retainer (standard) | $15,000 (structure) | $15,000 (structure) |
| Board Meeting Fee (per meeting) | $1,250 (structure) | $1,250 (structure) |
| Compensation Committee Chair Retainer | $3,500 (structure) | $3,500 (structure) |
| Nominating Committee Member Fee (per meeting) | $750 (structure) | $750 (structure) |
Notes: The table shows PVBC’s disclosed director pay structure and DeStefano’s cash compensation received; her role as Compensation Committee Chair qualifies for the chair retainer under the structure .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards (RSAs/RSUs) – Grant Date Fair Value | Not individually disclosed for DeStefano; director table presented cash-only | — (none granted in 2024 per director table) |
| Option Awards – Grant Date Fair Value | Not individually disclosed for DeStefano; director table presented cash-only | — (none granted in 2024 per director table) |
| Performance Metrics Tied to Director Compensation | None disclosed for directors; equity plans permit RSAs/RSUs and options; director awards appear time-based, not performance-based |
Equity Incentive Plans: PVBC maintains 2016 and 2020 Equity Incentive Plans permitting RSAs/RSUs and options; share availability disclosed as of 12/31/2024 (not specific to DeStefano’s grants) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for DeStefano in PVBC proxy biographies; primary external role is architectural practice .
- Interlocks/related directorships: No public company interlocks disclosed involving DeStefano; Board considered certain banking relationships for independence (e.g., overdraft lines to all directors) but did not identify conflicts for DeStefano .
Expertise & Qualifications
- Technical/Industry expertise: Real estate development and architectural design; LEED-certified; extensive knowledge of the New Hampshire seacoast market area .
- Awards/Recognition: 2016 AIANH Excellence in Architecture People’s Choice Award; 2015 Business Excellence Award (Real Estate & Construction) by NH Business Review; firm recognized among fastest-growing women-led companies in Boston by Inc. 5000 (2015) .
- Board value-add: Real estate and local market knowledge relevant to branch and property strategy, risk management, and community banking footprint .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | % of Common Stock Outstanding | Components and Notes |
|---|---|---|---|
| March 28, 2025 | 72,105 | <1% (“*”) | Includes 2,000 shares held by spouse; 2,042 unvested restricted shares with voting control; 45,008 exercisable stock options; unless otherwise indicated, no shares are pledged |
| December 31, 2024 (Holdings) | — | — | Held 2,042 unvested restricted shares; 45,008 vested options; 5,100 unvested options |
Ownership Guidelines: Directors required to hold 5x annual board retainer; all continuing directors met guideline or were within phase-in as of 12/31/2024 .
Anti-Pledging/Hedging: Directors prohibited from pledging/hedging PVBC stock, with narrow exception requiring demonstrated repayment capacity; proxy notes no pledges unless otherwise indicated .
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair; consistent attendance (met ≥75% threshold in 2024); meaningful equity alignment through RSAs and options; compliance with stock ownership guidelines or within phase-in; strong local market and real estate expertise valuable to a community bank .
- Compensation Governance: As Comp Committee Chair, she oversees executive pay; PVBC maintains clawback policy (Oct 2023) and anti-pledging/hedging restrictions, signaling stronger governance controls .
- Related-party/Conflicts: No specific related-party transactions disclosed for DeStefano; PVBC notes loans to directors in ordinary course per banking regulations and overdraft lines for all directors, reviewed by Audit Committee and Board per policy—mitigating conflict risk via process .
- RED FLAGS: None disclosed regarding pledging, hedging, delinquent Section 16 reporting for DeStefano, or repricing/modification of awards; 2024 director equity awards show “—” for DeStefano (no new grants), reducing perceived pay-for-performance misalignment risk .
Additional Board Context: Eight independent-director sessions in 2024 and a declassification plan toward annual elections by 2028 enhance accountability and investor confidence .