Proxy Statement - Form DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

April 16, 2024



Dear Fellow Stockholder:



Youare cordiallyinvitedto attendthe 2024annual meetingof stockholders of Provident Bancorp, Inc. The meetingwill be held at the Blue Ocean Event Center, 4 Oceanfront North, Salisbury, Massachusetts 01952 on Thursday, May 16, 2024at 3:30 p.m., localtime.



If you were a stockholder as of the close of business on April 1, 2024, you may attend the meeting. However, if your shares of Company common stock are held by a broker or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Company common stock held in street name in person at the meeting, you will need a written proxy in your name from the broker or other nominee who holds your shares.



The noticeof annualmeetingand proxy statementappearingon the following pages describethe formalbusinessto be transactedat the meeting.Officers of the Company, as well as a representativeof Crowe LLP,the Company's independentregisteredpublic accountingfirm, are expectedto be available to respond to appropriatequestions of stockholders.



It isimportantthatyour shares are representedat this meeting,whether or not you attend the meeting and regardlessof the number of shares you own.To makesure your shares are represented, we urge you to complete and mail the enclosed proxy card promptly. You may also vote by telephone or internet, as indicated on the proxy card. If you attend the meeting, you may vote even if you have previously submitted your vote.









5 Market Street

Amesbury,Massachusetts01913

(978) 834-8555





NOTICEOF2024ANNUALMEETINGOFSTOCKHOLDERS





Provident Bancorp, Inc.





ProxyStatement





Thisproxystatement is furnished inconnection withthe solicitation ofproxies by the Board of Directors ofProvident Bancorp, Inc. (the"Company") tobe used at the annual meeting of stockholders of the Company. The Company is the holding company for BankProv. The annual meeting will be heldat the Blue Ocean Event Center, 4 Oceanfront North, Salisbury, Massachusetts 01952 on May 16, 2024 at 3:30 p.m., local time.Thisproxystatement and the enclosedproxycard are being mailed to stockholders ofrecord on orabout April 16, 2024.

Voting and ProxyProcedure

WhoCanVote at the Meeting

You are entitled tovote yourCompany common stock ifthe records ofthe Company show that you held yoursharesas ofthe close ofbusinesson April 1, 2024. Ifyoursharesare held ina stock brokerage account orby a bank orothernominee, you are considered the beneficial owner ofshares held in"street name" and these proxymaterials are being forwarded toyou by yourbrokerorother nominee. As the beneficial owner, you have the righttodirect yourbrokerorothernominee how to vote.

As ofthe close ofbusinesson April 1, 2024, there were 17,659,146sharesofCompany common stock outstanding. Each share ofcommon stock has one vote. The Company's Articles ofOrganizationprovidethat, subject tocertain exceptions,record owners ofthe Company's common stock that is beneficially owned by a person who beneficially owns inexcessof 10%ofthe Company's outstanding shares,are notentitled toany vote inrespect ofthe sharesheld in excessofthe 10%limit.

Attendingthe Meeting

If you were a stockholder as of the close of business on April 1, 2024, you may attend the meeting. However, if your shares of Company common stock are held by a bank, broker, or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Company common stock held in street name in person at the meeting, you will need a written proxy in your name from the broker or other nominee who holds your shares.

QuorumandVote Required

A majorityofthe outstanding sharesofcommon stock entitled tovote is requiredtobe representedat the meeting toconstitute a quorumforthe transaction ofbusiness.Ifyou returnvalid proxyinstructions orattend the meeting in person, yourshareswillbe counted fordeterminingwhether there is a quorum,even ifyou abstain fromvoting.Broker non-votes also willbe counted fordeterminingthe existenceofa quorum.A brokernon-voteoccurs when a broker,bank orothernominee holdingsharesfora beneficial owner does notvote on a particular proposal becausethe nominee does nothave discretionary votingpower withrespect tothat itemand has notreceived votinginstructions fromthe beneficial owner.

Invotingon the election ofdirectors, you may vote infavorofall nominees, withholdvotes as toall nominees orwithholdvotes as tospecific nominees. Thereis no cumulative votingforthe election ofdirectors. Directors are elected by a pluralityofthe votes cast at the annual meeting. This means that the nominees receiving the greatest numberofvotes willbe elected. Votes that are withheld and brokernon-votes willhave no effect on the outcome ofthe election.

In voting to ratify the appointment of Crowe LLP as our independent registered public accounting firm, you may vote in favor of the proposal, against the proposal or abstain from voting. To be approved, this matter requires the affirmative vote of a majority of the votes cast at the annual meeting. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on this proposal. In addition, the Company has adopted a majority voting policy with respect to the election of directors. For more information, see "Majority Voting Policy."

In voting to approve the advisory, non-binding resolution with respect to the executive compensation as described in this Proxy Statement, you may vote in favor of the proposal, against the proposal or abstain from voting. To be approved, this matter requires the affirmative vote of a majority of the votes cast at the annual meeting. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on this proposal. While this vote is required by law, it is not binding on us or our Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on us or our Board of Directors. However, the Compensation Committee and the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements.

VotingbyProxy

TheCompany's Board ofDirectors is sending you this proxystatement torequest that you allow yoursharesofCompany common stock tobe representedat the annual meeting by the persons named inthe enclosedproxycard. AllsharesofCompany common stock representedat the meeting by properlyexecutedand dated proxies willbe voted according tothe instructions indicated on the proxy card. You may also vote by telephone or internet, as indicated on the proxy card. Ifyou sign, date, and returna proxycard withoutgivingvotinginstructions, yourshareswillbe voted as recommended by the Company's Board ofDirectors. TheBoard ofDirectors recommends that you vote:

Ifany matters notdescribed inthis proxystatement are properlypresented at the annual meeting, the persons named onthe proxycard willuse theirjudgmenttodetermine how tovote your shares.Thisincludes a motiontoadjournorpostpone the meeting tosolicit additional proxies. The Company does notcurrentlyknow ofany othermatters tobe presented at the meeting.

If your Company common stock is held in street name, you will receive instructions from your broker or other nominee that you must follow to have your shares voted. Your broker or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please review the proxy card or instruction form provided by your broker or other nominee that accompanies this proxy statement.

Revoking Your Proxy

You may revoke yourproxyat any timebefore the vote is taken at the meeting. Torevoke your proxy,you must either advise the Corporate Secretary ofthe Company inwritingbefore yourcommon stock has been voted at the annual meeting, deliver a later dated proxyorattend the meeting and vote yoursharesin person by ballot.Attendanceat the annual meeting willnotinitself constitute revocation ofyourproxy.

Participants inthe ESOP and401(k)Plan

Ifyou participate inthe BankProv EmployeeStockOwnership Plan(the "ESOP") or the BankProv 401(k) Plan (the "401(k) Plan"),you willreceive a vote authorization formfor each plan that reflects all sharesyou may direct the trustee tovote on yourbehalf under the plan. Under each plan, the trustee willvote all sharesheld by the plan,but

each planparticipant may direct the trustee how tovote the sharesofcommon stock allocated tohis orher account. Thetrusteewillvote all unallocated sharesofCompany common stock held byeachplanand all allocated sharesforwhich no votinginstructions are received inthe sameproportionas sharesforwhich ithas received timelyvotinginstructions.

The deadline for returning your Vote Authorization Form, and the telephonic and internet voting cutoff for providing your ESOP or 401(k) vote authorization, is Monday, May 13, 2024 at 11:59 p.m. Eastern time.

If youhave anyquestionsaboutvotingundertheESOP or 401(k) Plan,please contact Kenneth Fisher, Acting Chief Financial Officer, at(603)318-2660.

References to our Website Address

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the Securities and Exchange Commission's rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

Corporate Governance

General

TheCompany periodically reviews its corporate governancepolicies and procedures toensure that the Company meets the highest standardsofethical conduct, reports results withaccuracyand transparencyand maintains fullcompliance withthe laws, rules and regulations that govern the Company's operations. As partofthis periodic corporate governancereview, the Board ofDirectors reviews and adopts best corporate governancepolicies and practicesforthe Company.

Code of Ethics for Senior Officers

The Company has adopted a Code of Ethics for Senior Officers that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at investors.bankprov.com. Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website.

The Company has also establishedprocedures toreceive, retain and treat complaints regardingaccounting, internalaccounting controls and auditingmatters. These procedures ensure that individuals may submit concernsregardingquestionable accounting orauditingmatters ina confidential and anonymous manner.

Meetings of the Boardof Directors

TheCompany conducts businessthroughmeetings ofits Board ofDirectors and through activities ofits committees. During2023, the Board ofDirectors of the Company held eight regularly scheduled meetings(notincluding committee meetings), and eightadditional meetings ofourindependent directors. No incumbent directorattended fewer than 75%ofthe totalmeetings ofthe Boards ofDirectors and the committees on which such director served.

Committees of the Boardof Directors

Thefollowingtable identifies the membership on ourAudit,Compensation and Nominating and CorporateGovernance committees. Allmembers ofeach committee are independent inaccordancewith the listingrules ofthe NasdaqStockMarket. TheCompany also maintains an Executive Committee as a standing committee. Thecharters ofthe AuditCommittee, Compensation Committee and Nominating and CorporateGovernanceCommittee are available inthe "Investor Relations-Governance-Governance Documents"section ofthe Company's website, investors.bankprov.com.

___________________________

*Denotes Chairperson



AuditCommittee. The AuditCommittee oversees the Company's accounting and reportingpractices and assists the Board of Directors in fulfilling its oversight responsibilities for the Company's system of internal controls and the Company's process for monitoring compliance withlaws and regulations. TheAuditCommittee is also responsible for engaging the Company's independent registered public accounting firmand monitoringits conduct and independence.Inadditiontomeeting the independencerequirements ofthe NasdaqStockMarket, each member ofthe AuditCommittee meets the audit committee independencerequirements ofthe Securities and Exchange Commission. TheBoard ofDirectors has determined that James A. DeLeo qualifies as an audit committee financial expert under the rules ofthe Securities and Exchange Commission. Thereportofthe AuditCommittee requiredby the rules ofthe Securities and Exchange Commission is included inthis proxystatement. See "AuditCommittee Report."

CompensationCommittee. The Compensation Committee approves the overall compensation philosophy for the Company and BankProv and establishes or recommends to the full Board of Directors the compensation forour Chief Executive Officerand other executive officers.TheCompensation Committee establishes subjective and objective criteria relevant to the compensation of ourChief Executive Officer and other executive officers, evaluatesperformance inlightofthose criteria, and approves or recommends to the full Board of Directors compensation levels basedon this evaluation. The Compensation Committee may consult with the Chief Executive Officer with respect to the compensation of other executive officers. Our Chief Executive Officer does not participate in discussions related to his compensation or the Committee's review of any documents related to the determination of his compensation.



The base salary levels for our executive officers are set to reflect the duties and levels of responsibilities inherent in the position. Comparative salaries paid by other financial institutions are also considered in establishing the salary for our executive officers. The Compensation Committee has utilized bank compensation surveys compiled by an independent compensation consultant, Pearl Meyer & Partners, LLC ("Pearl Meyer").Pearl Meyer researched several publicly traded companies and identified a peer group with executive positions similar to the Company (see "Executive Compensation - Executive Compensation Decision-Making Process - The Role of Peer Group Companies").In setting the base salaries, the Compensation Committee also considers a number of factors relating to the executive

officers, including individual performance, job responsibilities, experience level and the requirements of the position. These factors are considered subjectively and none of the factors are accorded a specific weight.

Nominating and CorporateGovernanceCommittee. The Company's Nominating and Corporate GovernanceCommittee assiststhe Board ofDirectors inidentifyingqualifiedindividuals toserve as Board members, indeterminingthe composition ofthe Board ofDirectors and its committees, in developing, recommending, and overseeing a processtoassessBoard effectivenessand indeveloping and recommendingthe Company's corporate governanceguidelines. TheNominating and CorporateGovernanceCommittee also considersand recommends the nominees fordirectortostand forelection at the Company's annual meeting ofstockholders. Theprocedures ofthe Nominating and Corporate GovernanceCommittee requiredtobe disclosedby the rules ofthe Securities and Exchange Commission are included inthis proxystatement. See "Nominating and Corporate GovernanceCommittee Procedures."

RiskOversight

TheBoard ofDirectors has an active role,as a whole and also at the committee level, in overseeing management ofthe Company's risks. TheBoard ofDirectors regularlyreviews information regardingthe Company's credit, liquidity,and operations, as well as the risks associatedwithsuch areas.TheCompany's Compensation Committee is responsible foroverseeing the management of risks relatingtothe Company's executive compensation plans and arrangements. TheAuditCommittee overseesmanagement offinancial and regulatory risks. TheNominating and CorporateGovernanceCommittee manages risks associatedwiththe independenceofthe Board ofDirectors and potential conflicts of interest. BankProv also has a Risk Management Committee that assists BankProv's board in understanding the following risks: capital adequacy, credit, risk management, financial, information technology, cybersecurity, interest rate risk, investments, asset liability, liquidity, lending, and other risks. Strategic risks are governed by the full BankProv board with input from all committees.

While each committee is responsible forevaluating certain risks and overseeing the management of such risks, the entire Board ofDirectors is regularlyinformedabout such risks.

Attendanceat the AnnualMeeting

TheBoard ofDirectors encourageseach directortoattend annual meetings ofstockholders. All of our then-current directors attended the 2023annual meeting of stockholders.

BoardLeadershipStructure

Our Board of Directors is chaired by Laurie H. Knapp, who is a non-management independent director. An independent chair ensures a greater role for the independent directors in the oversight of the Companyand BankProv and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.



To further assure effective independent oversight, the Board of Directors has adopted a number of governance practices, including:





The Board of Directors recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board of Directors periodically reviews its leadership structure.



Majority Voting Policy



The Board of Directors has adopted a majority voting policy (the "Policy"), which will be utilized for the election of any director at any meeting of stockholders for uncontested elections and will not be applicable for contested elections. For the purpose of the Policy, an "uncontested election" means an election of directors where the only director nominees are those individuals recommended by the Board of Directors of the Company.



Pursuant to the Policy, any incumbent director nominee in an uncontested election who receives a greater number of votes "WITHHELD" than votes cast "FOR" at the stockholders meeting will promptly tender his or her proposed resignation following certification of the stockholder vote.



The Nominating and Corporate Governance Committee will promptly consider the resignation and will recommend to the Board of Directors whether to accept the resignation or to take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes "FOR" such nominee. When considering the resignation and making its recommendation, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons for the stockholder's WITHHELD votes for the director (to the extent ascertainable), the length of service and qualifications of the director, the director's contributions to the Company, and whether the acceptance or rejection of the resignation will have any adverse effect on the Company's compliance with any applicable law, rule, regulation or governing document, to determine whether the acceptance of the resignation is in the best interests of the Company and its stockholders.



The Board of Directors will act on the Nominating and Corporate Governance Committee's recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 90 days following the certification of the stockholder vote.



If a majority of the members of the Nominating and Corporate Governance Committee are required to tender a resignation at the same election, then the other independent directors will appoint a special board committee among themselves to consider the resignations and will recommend to the Board whether to accept, reject or take other action as to the resignations.



Stock Ownership



Thefollowingtable provides informationas ofApril 1, 2024, withrespect topersons known by the Company tobe the beneficial owners ofmorethan 5%ofthe Company's outstanding common stock. The percentageis basedon17,659,146sharesofCompany common stock outstanding as ofApril 1, 2024.





Thefollowingtable provides informationas ofApril 1, 2024about the sharesofProvident Bancorp, Inc. common stock that may be considered tobe beneficially owned by each director, nominee and named executive officeras ofApril 1, 2024and all directors, nominees and executive officers ofthe Company as a group.A person may be considered tobeneficially own any sharesofcommon stock over which he orshe has, directlyorindirectly,sole, orshared votingorinvestment power, orwhich he orshe has the righttoacquire beneficial ownership within60 days afterApril 1, 2024. Unless otherwise indicated, none ofthe shareslisted are pledged as collateral fora loan, and each ofthe named individuals has sole votingpower and sole investment power withrespect tothe numberof sharesshown. Percentagesare basedon 17,659,146sharesofCompany common stock outstanding as ofApril1,2024.





*Less than 1%.



As described in a prior filing by the Company with the Securities and Exchange Commission, on October 28, 2023, the Company entered into an agreement (the "Agreement") with Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, and Joseph Stilwell (collectively, the "Stilwell Group") and Dennis Pollack. The Agreement will remain in effect until the completion of the Company's 2025 Annual Meeting of Stockholders.



Pursuant to the Agreement, the Company agreed to, among other things, appoint Mr. Pollack to the Boards of Directors of the Company and BankProv in the class of directors expiring at the Company's 2025 Annual Meeting of Stockholders and similar class at the Bank board. If Mr. Pollack is unable to serve as a director of the Company and BankProv, the Company and BankProv will appoint a replacement director chosen by the Stilwell Group.



Proposal 1-Election of Directors

The Board of Directors of the Company is composed of ten members. The Board is generally divided into three classes, each with three-year staggered terms, with approximately one-third of the directors elected each year. The nominees for election this year are Frank G. Cousins, Jr., Joseph B. Reilly, and Arthur Sullivan, each of whom is being nominated for a three-year term and until their successors will have been elected and qualified. Each nominee is a current director of the Company.



The Board of Directors has determined that each of our directors and nominees, with the exception of director Reilly, is "independent" as defined under the listing standards of, the Nasdaq Stock Market.Director Reilly is not independent as an executive officer of Provident Bancorp, Inc.



In determining the independence of our directors, the Board of Directors considered the following relationships between BankProv and our directors and officers, which are not required to be reported under "Transactions With Certain Related Persons":(i) BankProv has extended a commercial real estate line of credit to an entity related to Arthur Sullivan; and (ii)BankProv provides overdraft lines of credit to all of its directors.



It is intended that the proxies solicited by the Board of Directors will be voted for the election of the nominees named below. Ifany nominee is unable toserve, the persons named inthe proxycard willvote yoursharestoapprove the election ofany substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve. Except for the Agreement or otherwise as indicated herein, there are no arrangements or understandings between the nominees and directors continuing in office and any other person pursuant to which such persons were selected.



The Board ofDirectorsrecommends a vote "FOR"theelection ofallnominees.

Informationregardingthe nominees and the directors continuinginofficeis providedbelow. Unlessotherwise stated, each individualhas held his orher currentoccupation forthe last fiveyears. Theage indicated ineach biographyis as ofDecember31, 2023.The address for each director and executive officer is 5 Market Street, Amesbury, Massachusetts 01913.



Nominees for Electionof Directors

The nominees standingfor election are:

Frank G. Cousins, Jr., age65,was the President of the Greater Newburyport Chamber of Commerce from 2017 until 2021. In 2016, Mr. Cousins retired as the Sheriff of Essex County, Massachusetts where he served for 20 years. Mr. Cousins' years of service as a law enforcement officer in our community as well as his service on a local chamber of commerce provides valuable insight into the economic and business needs of our community, as well as insight into where we can best serve our community in other ways, including charitable donations. Director of BankProv since 2003, and Provident Bancorp, Inc. since its inception.

Joseph B. Reilly, age67, was appointed Interim Co-President and Co-Chief Executive Officer of Provident Bancorp, Inc. and BankProv effective January 2023, Co-President and Co-Chief Executive Officer effective February 2023, and President and Chief Executive Officer effective February 2024. He has more than 35 years of experience in the New Hampshire banking industry and was the Co-Founder and President/CEO of Centrix Bank, which merged with Eastern Bank in 2014. Prior to Centrix, Mr. Reilly held positions at Bank of New Hampshire, TD Bank, Centerpoint Bank and Fleet Bank. Mr. Reilly is a former Chair and Director of the New Hampshire Bankers Association (NHBA); Chair of the NHBA Legislative Committee; State of New Hampshire Captain for Team 21, a national organization of the American Bankers Association (ABA); and a member of the Government Relations Council of the ABA. Mr. Reilly has also served on numerous not-for-profit board leadership positions. Mr. Reilly was elected Chair of the Board of Provident Bancorp, Inc. and BankProv in 2019 and served in those positions until his appointment as Interim Co-President and Co-Chief Executive Officer effective January 2023. Mr. Reilly's positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full Board of Directors, and alignment on corporate strategy, all of which assist with Board operations. Director of BankProv since 2018 and Provident Bancorp, Inc. since its inception.

Arthur Sullivan, age 65, is Principal Partner of Brady Sullivan Properties based in Manchester, New Hampshire. Mr. Sullivan is a 40-year commercial and real estate industry veteran. A licensed Real Estate Broker, Mr. Sullivan has become one of New England's largest developers of affordable commercial and residential real estate. Under his leadership, Brady Sullivan has successfully procured and managed a diverse portfolio of over four million square feet of mill, office and industrial space, over 2,000 residential units and over 5,000 condominium conversions throughout New England and Florida. Mr. Sullivan received the 2013 Commerce Citizen of the Year Award from the Manchester Chamber of Commerce. Mr. Sullivan provides the Board of Directors with significant knowledge of commercial real

estate as well as experience in managing a large business in Southern New Hampshire. Director of BankProv since 2016 and Provident Bancorp, Inc. since its inception.



The followingdirectors have terms ending at the 2025 annual meeting:



Julienne C. Cassarino, age 53, is a Certified Financial Analyst and is the founder of Sycamore Analytics LLC a business dedicated to providing business analysis and investment advice for private bank investors. She is also a co-creator of VirtualBankConference.com which is an online platform that facilitates connections between community banks and investors. She has previously served as a director of a federal savings bank and its depository holding company, and as a corporator of a state savings bank. Ms. Cassarino has focused on the banking industry for 25 years and has specific expertise inthe local markets in which the Company and BankProv focus. Ms. Cassarino's experience provides the Board of Directors expertise on capital markets and the broader community banking sector. Director of BankProv and Provident Bancorp, Inc. since February 2024.

Kathleen Chase Curran, age 48, is Chief Operating Officer at Coin Metrics, a cryptoasset financial intelligence provider. Ms. Chase Curran brings 25 years of experience in the financial industry to the Company's Board of Directors having, most recently, worked at Fidelity Investments for over a decade prior to joining Coin Metrics. Throughout her career, she has advised clients and organizations on their growth and enterprise strategies. Her experience spans a wide breadth of disciplines including strategy, product, marketing and research and development. At Coin Metrics, Ms. Chase Curran is helping build the market infrastructure for cryptoassets through her contributions to the creation of transparent and accessible data and intelligence. Ms. Chase Curran's experience provides the Board of Directors with expertise in technology and strategic planning. Director of BankProv and Provident Bancorp, Inc. since 2022.



Lisa DeStefano, age 60, is a Principal Architect of Maugel DeStefano Architects. A LEED certified and registered architect in New Hampshire, Maine, Massachusetts and Connecticut, Ms. DeStefano has been a practicing architect since 1983 and founded DeStefano Architects in 1995. Her design work has won multiple awards including the 2016 AIANH Excellence in Architecture People's Choice Award and in 2015 her firm was named one of the fastest growing women-led companies in Boston by Inc. 5000. Ms. DeStefano was awarded the 2015 Business Excellence Award in the Real Estate and Construction category from New Hampshire Business Review magazine.Ms. DeStefano's experience provides the Board of Directors with extensive knowledge of real estate and business matters, and she is well-known in our New Hampshire seacoast market area. Director of BankProv since 2013 and Provident Bancorp, Inc. since its inception.



Dennis S. Pollack, age 73, has held executive roles at Sony Corporation of America, the Connecticut Bank of Commerce, the Savings Bank of Rockland County, and Paulson & Company. Most recently he served as President and Chief Executive Officer of Prudential Bank in Philadelphia, Pennsylvania. He has previously served on the boards of several depository institutions and has been recognized for his contributions to the banking industry, with published articles in Bottomline Magazine and The Bankers Magazine. Together, this deep senior management and board oversight experience, developed within a diverse set of institutions, provides the Board of Directors expertise on strategic, executive compensation, and risk matters. Director of BankProv and Provident Bancorp, Inc. since January 2024.

Pursuant to the Agreement, the Company agreed to, among other things, appoint Mr. Pollack to the Boards of Directors of the Company and BankProv in the class of directors expiring at the Company's 2025 Annual Meeting of Stockholders and similar class at the Bank board.

The followingdirectors have terms ending at the 2026 annual meeting:

James A. DeLeo, age 57, is a certified public accountant and the leading partner at Gray, Gray & Gray, where he also co-chairs the Merger & Acquisition Practice Group. He has more than 25 years of experience and an educational background in entrepreneurial finance, making him a key contributor to fundless sponsors, search funds and larger private equity firms with established funds, all of which seek his advice when acquiring target companies in the middle market. Mr. DeLeo also works closely with private equity and mezzanine lenders. Mr. DeLeo's educational and

professional experience assist the Board of Directors in assessing our accounting practices, tax matters and operational needs, as well as providing knowledge of and access to the capital markets and advice with respect to mergers and acquisitions. Director of BankProv since 2017 and Provident Bancorp, Inc. since its inception.



Laurie H. Knapp,age 66, is a certified public accountant and sole owner of Laurie H. Knapp CPA PC, an accounting firm located in Amesbury, Massachusetts. Ms. Knapp specializes in personal and corporate taxes. Her experience as a certified public accountant assists the Board of Directors in assessing our accounting practices and tax matters. Director of BankProv since 1998 and Provident Bancorp, Inc. since its inception.

Barbara A. Piette, age 68, is currently a Managing Principal of Knightsbridge Advisers, co-heading this Securities and Exchange Commission ("SEC")-regulated venture capital fund of funds. At Knightsbridge, Ms. Piette is actively involved in all aspects of portfolio management, including investment due diligence and decision-making processes. In addition to Knightsbridge, Ms. Piette works as an advisor to five emerging venture capital firms: Tera Ventures, focused on born-global digital startups; Hyperplane VC, focused on artificial intelligence; the Material Impact Fund, focused on materials; Underscore, focused on the cloud; and Will Ventures, focused on sports technology. She also advises several early stage technology companies spanning industry sectors such as robotics, blockchain enterprise software, and cybersecurity. Before joining Knightsbridge, Ms. Piette spent more than 20 years as a venture capitalist, holding partner positions with both Charles River Ventures and Schroder Ventures and co-founding Schroder Ventures Life Sciences. Ms. Piette's experience provides knowledge of the capital markets and the operations of both private and public companies. Director of BankProv and Provident Bancorp, Inc. since 2019.



In accordance with Nasdaq Stock Market board diversity disclosure requirements, below are diversity statistics for our ten Board members as of April 16, 2024.





Proposal2-Ratificationof IndependentRegistered PublicAccounting Firm

TheAuditCommittee ofthe Board ofDirectors has appointed Crowe LLPtobe the Company's independent registered public accounting firmforthe 2024fiscal year, subject to ratificationby stockholders. A representativeofCrowe LLPis expectedtobe available at the annual meeting torespond toappropriate questions fromstockholders and willhave the opportunityto make a statement should he orshe desire todo so.

Ifthe ratificationofthe appointment ofthe firmis notapproved by a majorityofthe votes cast by stockholders at the annual meeting, otherindependent registered public accounting firmsmay be considered by the AuditCommittee ofthe Board ofDirectors.

The Board ofDirectorsrecommends thatstockholders vote "FOR"theratificationofthe appointmentofCrowe LLPas theCompany'sindependentregisteredpublic accountingfirm.



Fees



Thefollowingtable setsforththe fees paid by the Company forthe years ended December31, 2023and 2022toCrowe LLP.





Audit fees related to the audit of the Company's annual consolidated financial statements, review of the financial statements included the Company's quarterly reports on Form 10-Q and fees associated with the audit of internal controls over financial reporting as required under Part 363 of the FDIC annual reporting requirements and additional audit fees incurred related to the review of the Company's digital asset lending practices. All other fees include fees paid to Crowe LLP pertaining to regulatory filings and assessment tools.



Pre-Approval of Servicesbythe IndependentRegisteredPublic AccountingFirm



TheAuditCommittee is responsible forappointing,setting compensation for and overseeing the workofthe independent registered public accounting firm.Inaccordancewithits charter, the Audit Committee approves, inadvance,all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval can be given either by approving an engagement in advance or pursuant to a pre-approval policy with respect to particular services. Such approval processensuresthat the independent registered public accounting firmdoes notprovideany non-auditservicestothe Company that are prohibitedby law orregulation.

Duringthe years ended December31, 2023and 2022,all audit and otherservices providedby Crowe LLP were approved, inadvance,by the AuditCommittee.

Audit Committee Report

TheCompany's management is responsible forthe Company's internalcontrols and financial reportingprocess.TheCompany's independent registered public accounting firmis responsible for performingan independent audit ofthe Company's consolidated financial statements andissuing an opinionon the conformityofthose financial statementswithgenerally acceptedaccounting principles.TheAuditCommittee overseesthe Company's internalcontrols and financial reportingprocesson behalf ofthe Board ofDirectors.

Inthis context, the AuditCommittee has met and held discussionswithmanagement and the independent registered public accounting firm.Managementrepresentedtothe AuditCommittee that the Company's consolidated financial statementswere prepared inaccordancewithgenerally accepted accounting principles and the AuditCommittee has reviewed and discussedthe consolidated financial statementswithmanagement and the independent registered public accounting firm.TheAudit Committee discussedwiththe independent registered public accounting firmmatters requiredtobe discussedunder PublicCompany Accounting Oversight Board ("PCAOB") standardsincludingthe quality,notjust the acceptability, ofthe accounting principles, the reasonablenessofsignificant judgments and the clarityofthe disclosuresinthe financial statements.

Inaddition,the AuditCommittee has received the writtendisclosuresand the letterfromthe independent registered public accounting firmrequiredby the PCAOB and has discussedwiththe independent registered public accounting firmthe firm'sindependencefromthe Company and its management. Inconcluding that the registered public accounting firmis independent, the Audit Committee considered, among otherfactors, whether the non-auditservicesprovidedby the firmwere compatible withits independence.

TheAuditCommittee discussedwiththe Company's independent registered public accounting firmthe overall scopeand plans fortheiraudit. TheAuditCommittee meets withthe independent registered public accounting firm,withand withoutmanagement present, todiscussthe results oftheir audit, theirevaluation ofthe Company's internalcontrols, and the overall qualityofthe Company's financial reporting.

Inperformingthese functions, the AuditCommittee acts onlyinan oversight capacity. In its oversight role,the AuditCommittee relies on the workand assurancesofthe Company's management, which has the primaryresponsibility forfinancial statementsand reports, and ofthe independent registered public accounting firmwho, inits report,expressesan opinionon the conformityofthe Company's financial statementstogenerally acceptedaccounting principles. The AuditCommittee's oversight does notprovideitwithan independent basistodetermine that management has maintained appropriate accounting and financial reportingprinciples orpolicies, or appropriate internalcontrols and procedures designed toassurecompliance withaccounting standards and applicable laws and regulations. Furthermore,the AuditCommittee's considerationsand discussionswithmanagement and the independent registered public accounting firmdo notassurethat the Company's financial statementsare presented inaccordancewithgenerally acceptedaccounting principles, that the audit ofthe Company's financial statementshas been carried outinaccordancewith generally acceptedauditingstandardsorthat the Company's independent registered public accounting firmis infact "independent."

Inreliance on the reviews and discussionsreferredtoabove, the AuditCommittee recommended tothe Board ofDirectors, and the Board has approved, that the audited consolidated financial statementsbe included inthe Company's Annual Report on Form10-Kforthe year ended December31, 2023, forfilingwiththe Securities and Exchange Commission. TheAuditCommittee also has approved, subject tostockholder ratification,the selection ofCrowe LLPas the Company's independent registered public accounting firmforthe fiscal year ending December31, 2024.



AuditCommitteeoftheBoard ofDirectorsof Provident Bancorp, Inc.



James A. DeLeo (Chair)

Julienne C. Cassarino

Frank G. Cousins, Jr.

Barbara A. Piette

Arthur Sullivan



Proposal 3-Advisory (Nonbinding) Vote on Executive Compensation



Our stockholders are being given the opportunity to vote on an advisory (nonbinding) resolution to approve the compensation of our "Named Executive Officers," as described in this proxy statement in the compensation tables and narrative disclosure. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to endorse or not endorse the Company's executive pay program. As a result of a determination made following the recommendation of stockholders at our 2021 Annual Meeting of Stockholders, this vote will be held annually until 2027, at which time as we will provide our stockholders with another opportunity to consider the frequency of such vote.

The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified executives critical to the Company's long-term success and enhancement of stockholder value. The Board of Directors believes the Company's compensation policies and procedures achieve this objective, and therefore recommend stockholders vote "FOR" the proposal. Specifically, stockholders are being asked to approve the following resolution:

"RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED."

Although nonbinding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our stockholders and encourage all stockholders

to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.



Unless otherwise instructed, validly executed proxies will be voted "FOR" this resolution.



The Board of Directors unanimously recommends that you vote "FOR" the resolution set forth in Proposal 3.

Information about ExecutiveOfficers

Thefollowingprovides informationregardingourexecutive officers who are notdirectors ofthe Company.

Kenneth R. Fisher, age 45, was appointed Acting Chief Financial Officer in March 2024. Mr. Fisher joined BankProv as Senior Vice President-Finance in January 2024, having previously served as the Chief Financial Officer of Bluejay Diagnostics, Inc., in Acton, Massachusetts, from March 2022 through September 2023. Mr. Fisher was previously with Meridian Bancorp, Inc, and its wholly owned subsidiary, East Boston Savings Bank, from 2010 through its sale in 2021, serving as Executive Vice President, Chief Financial Officer, and Treasurer. Mr. Fisher is a Certified Public Accountant whose career also includes five years in public accounting at Parent McLaughlin & Nangle, CPAs (now Marcum LLP).

Joseph Mancini, age 42, is Executive Vice President and Chief Operating Officer of Provident Bancorp, Inc. and BankProv. Mr. Mancini joined BankProv in June 2020 as Senior Vice President, Risk and was subsequently promoted in April 2021. Previously, Mr. Mancini was at Radius Bank for four years as Senior Vice President and Chief Information Security Officer and East Boston Savings Bank for 10 years in various risk-related roles.

ExecutiveCompensation

This section explains our executive compensation program for our Named Executive Officers, or NEOs, listed below. This section also describes the Compensation Committee's process for making pay decisions, as well as its rationale for specific decisions related to the year ended December 31, 2023.







Although our company qualifies as a "smaller reporting company," as defined by the SEC, which allows us to take advantage of scaled-back disclosure requirements, we are including a more extensive narrative about our executive compensation program to respond to our stockholders' feedback and in an effort to enhance transparency.



The Board of Directors is committed to proactive engagement with the Company's stockholders. The perspectives and input of our stockholders on our business, corporate governance, executive compensation, and other matters are important to Board decision making.



At our May 18, 2023 annual meeting, we held a non-binding advisory vote on the compensation of our Named Executive Officers, also known as a say-on-pay vote (the "2023 Say-on-Pay Vote"), which received the support of approximately 63% of the votes cast, which was lower than the support of approximately 96% of the votes cast in the previous year. Based on the 2023 Say-on-Pay Vote result, the Company engaged in an active stockholder outreach campaign, reaching out to 35 institutional stockholders, with aggregate holdings of approximately 36% of our outstanding shares to discuss our compensation program and practices, solicit feedback, including on corporate governance matters, and to gain candid insight into the issues that are most important to our stockholders.



As of March 2024, four of the institutional stockholders holding approximately 12% of our outstanding shares had accepted our invitation to engage, and the Company engaged with each of them. These discussions were led by the Chairwoman of the Board's Compensation Committee, who is an independent director, and other members of senior management. Through these exchanges, we gained greater appreciation for our stockholders' views on our compensation philosophy, annual and long-term incentive designs, performance metrics, and governance. All stockholder feedback was shared with the Company's full Board.



What We Heard and Actions Taken. The outcome of our stockholder outreach efforts was to develop and begin implementing a strategy to respond to our stockholders' concerns and priorities. To this end, our Compensation Committee considered the following feedback received from stockholders and, where deemed appropriate, made the following changes to our executive compensation program that are intended to align with market best practices and stockholder feedback more closely:





We will continue our stockholder engagement efforts and facilitate open and ongoing dialogues so that we may continue to understand current investor perspectives on our executive compensation program and practices, among other things. We will also continue to consider the feedback we receive from our stockholders as well as the outcome of say-on-pay votes when making compensation decisions regarding our executives.

Best Compensation Governance Practices and Policies

We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:



WHAT GUIDES OUR PROGRAM

Compensation Philosophy and Objectives

The objective of our executive compensation program is to attract, retain, and motivate leaders who are committed to executing on our business strategy and creating long-term value for our stakeholders. To help us achieve these objectives, the Compensation Committee has designed an executive compensation program that consists of fixed and variable pay elements in the form of base salaries, annual cash, and long-term equity incentives.

Elements of Pay: Total Direct Compensation

Our compensation philosophy is supported by the following principal elements of pay:

Executive Compensation Decision-Making Process

The Compensation Committee works closely with Pearl Meyer (its independent compensation consultant), as well as with management, to evaluate the effectiveness of the Company's executive compensation program. The duties and responsibilities of the Compensation Committee are documented in the Compensation Committee's written charter, which was adopted by the Board of Directors and can be found on our website, www.bankprov.com, under the "Governance" subsection of the "Investor Relations" section.

The Role of Compensation Committee. The Compensation Committee reviews, on an annual basis, our executive compensation program in light of our business goals and objectives and the business results and corporate performance goals we achieved for the year in order to establish the compensation for our Named Executive Officers. The Compensation Committee may, in its discretion, adopt or recommend to the Board of Directors the adoption of new or amended elements of our executive compensation program, to the extent our business goals and objectives have changed.

In making executive compensation decisions, the Compensation Committee reviews a variety of factors and compensation-related data, including information obtained from our peer group companies and other market data such as compensation surveys comprising companies with a similar size, complexity, and industry focus as us. The Compensation Committee also considers our Company's performance with respect to our annual corporate performance goals as well as the individual performance of each named executive officer. Based on this assessment of corporate and individual performance, the Compensation Committee will determine (or recommend to the Board of Directors in the case of the Chief Executive Officer) the amount of total compensation that it deems appropriate for each executive officer as well as how such compensation should be allocated between cash and non-cash compensation

and among the different forms of non-cash compensation. In addition, the Compensation Committee reviews our annual bonus plan and our equity incentive plan, assesses the business achievements relevant to granting awards under these plans, and makes recommendations to the Board of Directors with respect to the Company's overall compensation policies and practices.

The Role of Management. Members of our management team attend regular meetings where executive compensation, company and individual performance, and competitive compensation levels and practices are discussed and evaluated; however, they do not participate in discussions about their own pay. Only our Compensation Committee members are allowed to vote on decisions regarding Named Executive Officer compensation. In 2023, the Co-CEOs made recommendations regarding the compensation of other executive officers with the Compensation Committee providing input, transparency, and oversight. Approvals of executive officer compensation other than Co-CEO compensation were made by the Compensation Committee. The Co-CEOs did not participate in the deliberations of the Board or Compensation Committee regarding their own compensation. Independent members of the Board make all final determinations regarding Co-CEO compensation. (As noted above, effective February 9, 2024, the Company and BankProv are now led by a single Chief Executive Officer.)

The Role of the Independent Consultant. The Compensation Committee has the authority to engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Compensation Committee enaged Pearl Meyer as its independent consultant during 2023. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has assessed the independence of Pearl Meyer in accordance with applicable SEC and Nasdaq Stock Market rules and confirmed that Pearl Meyer's work does not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.

The Role of Peer Group Companies. We consider market practices and trends when designing our executive compensation programs and determining executive compensation levels. We consider competitive ranges for each position when we make executive compensation decisions and review external market practices as a reference point to assist us in designing an executive compensation program that is tailored to the unique characteristics of our Company and that is intended to attract, retain, and motivate talented leaders. To understand the external market competitiveness of the compensation for our Named Executive Officers, the Compensation Committee reviews reports analyzing publicly available information and surveys prepared by Pearl Meyer. These reports compare the compensation of each Named Executive Officer to data available for comparable positions at companies in our peer group and, in certain circumstances, the broader market, by compensation element.

For purposes of setting 2023 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies listed below along with industry specific survey data, where appropriate. Our compensation peer group includes commerical banks listed on a national exchange with assets ranging from 50% to 200% of our the size, and is also based on a review of other key metrics important to our industry including revenue, loan mix and number of employees. The following provides a list of the companies in our peer group:



It is important to note that market data is not the sole determinant in setting pay levels for the Named Executive Officers. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or Company performance, tenure, employee potential, unique skills, the position and responsibilities of the position, criticality of the position to our Company, and other factors. In general, our Compensation Committee desires

to balance general internal and external equity and reserve the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.

2023 EXECUTIVE COMPENSATION PROGRAM IN DETAIL



Base Salaries

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions for 2023, the Compensation Committee considered the Co-CEOs' recommendations, as well as each executive officer's position and level of responsibility within the Company. The Compensation Committee took into account factors such as relevant market data as well as individual performance and contributions. The Compensation Committee approved annual base salary rates for 2023 as follows. The 2022 base salary for Carol Houle provided below represented her salary for her previous role of Chief Financial Officer. Joseph Mancini was provided with an increase in order to improve his position to market benchmark data.



Executive Annual Incentive Plan



BankProv has adopted The Provident Bank Executive Annual Incentive Plan, which is designed to align the interests of the executives of BankProv with the overall performance of BankProv and Provident Bancorp, Inc.



Employees selected by the Compensation Committee, which include the Named Executive Officers, are eligible to participate in the plan. The Compensation Committee determines an annual bonus award amount, designated as a percentage of base salary, and the performance metrics and goals that must be satisfied for the participant to receive the annual incentive award. Plan metrics are determined annually by the Compensation Committee, but generally include quantitative goals based on financial performance, growth, asset quality and risk management; and qualitative assessments of individuals, based on a participant's job duties. Each performance metric is defined using "minimum", "target" and "maximum" performance levels and are weighted as a percentage of the total annual bonus award payable to the participant. Each performance metric was assigned a weighting to reflect its importance and the Named Executive Officers' impact in achieving the goal.

The table below shows the 2023 target annual bonus for each Named Executive Officer:



The bank-wide performance objectives for 2023 focused on the following metrics: (i) return on average assets (40% weighting), (ii) achievement of strategic goals (30% weighting) (iii) efficiency ratio (15% weighting) and (iv) team/individual performance (15% weighting). Return on average assets and efficiency ratios are based on the approved budget for BankProv.

Target results for certain measures are established using percentile performance of a reference group of similarly-sized banks that focus on commercial business.The Compensation Committee also has discretion to adjust the overall performance level achieved to include or exclude the effect of extraordinary, unusual, or non-recurring items, changes

in tax or accounting rules or the effect of mergers or acquisitions. These adjustments aim to maintain fairness to both participants and shareholders, while also fostering actions that promote the long-term health of the business and align with predetermined performance goals. BankProv's results were adjusted for non-recurring items and were as follows:





Annual incentive awards to each of the Named Executive Officers for 2023 are in the Summary Compensation Table.



In 2023 strategic and team objectives included the development and implementation of a new three-year strategic plan, reduction in exposure to higher-risk areas, and increased in-person presence at community business and charitable events. Achievements include the deployment of the new strategic plan in the first quarter of 2023, a nearly 70% year over year reduction in exposure to the digital asset lending space, and an estimated participation in over 100 local business and charitable events. Based on a holistic assessment, and in consideration of the challenging macroeconomic landscape faced by community banks in 2023, including rising interest rates, fallout from bank failures, increased credit costs and compressed net interest margins, the Compensation Committee determined that strategic goals and team/individual performance were achieved at maximum levels.



Equity Incentive Plans.



We currently maintain two equity incentive plans, the 2016 Equity Incentive Plan, and the 2020 Equity Incentive Plan. The Equity Incentive Plans allow us to provide officers, employees and directors of Provident Bancorp, Inc., and its subsidiaries, including BankProv, with additional incentives to promote the growth and performance of Provident Bancorp, Inc. The plans permit grants of restricted stock awards, restricted unit awards, incentive stock options and non-qualified stock options. As of December 31, 2023, there were 27,635 shares available for the grant of stock options and 3,986 shares available for the grant of restricted stock and restricted stock units under the 2016 Equity Incentive Plan. As of that date, there were 284,754 shares available for the grant of stock options and 106,203 shares available for the grant of restricted stock and restricted stock units under the 2020 Equity Incentive Plan.



OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES



Stock Ownership Guidelines



Our Board of Directors has adopted stock ownership guidelines and related holding requirements for our Named Executive Officers and our non-employee directors, which must be achieved during a five-year phase-in period after the Named Executive Officer or director first becomes subject to the guidelines. The Board believes these guidelines further align our Named Executive Officers' and our directors' interests with the interests of our stockholders. The minimum equity ownership guidelines for our continuing Named Executive Officers and our directors are as follows:



Shares owned directly or indirectly, including restricted shares and shares deliverable in settlement of restricted or unrestricted stock units, count toward the satisfaction of the ownership requirement.Restricted shares/restricted tock units that remain subject to the achievement of performance goals do not count toward the satisfaction of the ownership requirement. In addition, shares underlying outstanding stock options or otherwise subject to a right to acquire do not count toward the satisfaction of the ownership requirement. As of December 31, 2023, all of our continuing Named

Executive Officers and our directors held equity positions that met their full applicable guidelines or were still within the five-year phase-in period.

Clawback Policy

In October 2023, the Compensation Committee adopted the Dodd-Frank Clawback Policy, which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of the Nasdaq. The Dodd-Frank Clawback Policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each Named Executive Officer, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Dodd-Frank Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy's effective date. The Dodd-Frank Clawback Policy was filed as an exhibit to the Company's Form 10-K (referred to therein as the "Financial Restatement Clawback Policy")."



Anti-Pledging



Directors and certain officers of the Company, including the Named Executive Officers, are prohibited from the purchase of Company securities on margin, or borrowing against any account in which Company securities are held, or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan from a third party (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.



Summary Compensation Table



The table below summarizes, for the years ended December 31, 2023and 2022, the total compensation paid to, or earned by,Joseph B. Reilly who served as Provident Bancorp, Inc. and BankProv's Co-President and Co-Chief Executive Officer for the year ended December 31, 2023, Carol L. Houle, who served as Co-President and Co-Chief Executive Officerfor the year ended December 31, 2023, and also served as Chief Financial Officer during the year, and the other individual who served as an executive officer for Provident Bancorp, Inc. and BankProv during the years ended December 31, 2023 and December 31, 2022. We refer to these individuals as Named Executive Officers ("NEOs").











Employment Agreements



BankProv has entered into employment agreements with Messrs. Reilly and Mancini. Pursuant to his employment agreement, Mr. Reilly was toserve as Co-President and Co-Chief Executive Officer of the Company and BankProv. The employment agreement with Mr. Reilly had a term of one year and the Board of Directors could extend the term of the employment agreement with Mr. Reilly for one year. On February 8, 2024, the Boards of Directors of the Company and the Bank confirmed the continuation of Mr. Reilly as sole President and Chief Executive Officer.Mr. Mancini serves as the Chief Operating Officer of the Company and BankProv. The amended and restated employment agreement with Mr. Mancini has a term of two years. Each year the disinterested members of the Board of Directors must conduct a comprehensive annual performance evaluation and affirmatively approve any extension of the terms of the agreement with Mr. Mancini for an additional year or determine not to extend the term of the agreement.

The employment agreements provide Mr. Reilly and Mr. Mancini with current base salaries of $472,750and $345,000, respectively. BankProv may increase the base salaries from time to time. In addition to base salaries, the executives are entitled to participate in any employee benefit plans and bonus programs in effect from time to time for senior executives of BankProv. Mr. Reilly has a short-term incentive bonus opportunity of at least 35% of his base salary. BankProv will also reimburse the executives for all reasonable business expenses incurred by them in the performance of their duties and responsibilities. Mr. Reilly also receives a monthly payment of $597.50 as reimbursement for after-tax Medicare payments.



In the event of an his involuntary termination of employment without "cause" (as defined in the agreement), or in the event of his resignation for "good reason" (as defined in the agreement) in either case prior to the attainment of age 68, Mr. Reilly will receive a severance payment equal to the sum of the base salary and "Average Bonus" (defined below) that would have been paid through the expiration date of his employment agreement. Mr. Mancini will receive

a lump sum severance payment equal to the base salary that would have been paid through the expiration date of his employment agreement as well as his pro rata "Average Bonus" (defined below). If the termination of employment occurs in connection with a change in control, the severance payment for Mr. Reilly will equal two times the sum of his base salary and Average Bonus and the severance payment for Mr. Mancini will equal two times his base salary. For purposes of the employment agreements, the term "Average Bonus" means the average of the aggregate bonuses or other cash incentive compensation paid (or accrued, but not yet paid) to the executive for the three calendar years immediately preceding the termination of employment. In addition, Mr. Mancini will be entitled to receive continued non-taxable medical and dental insurance coverage through the then remaining unexpired term of the agreement.



In addition, should BankProv terminate the employment of Mr. Reilly following the executive becoming disabled, BankProv will continue to pay him his base salary from the date of the termination of employment for up to 180 days. If at the end of 180 days, he is not yet receiving disability payments under a plan covering employees of BankProv, BankProv will continue to pay him his base salary at a rate of 60% until the earlier of: (i) the date he becomes entitled to disability benefits under such a plan; (ii) his death; or (iii) the expiration of the term of the respective employment agreement.



In the event of the death of any of the executives during the term of the respective agreement, BankProv will pay his beneficiaries the base salary the executive would have earned for six months following his death, and Mr. Mancini's family will continue to receive medical coverage for one year at the same out-of-pocket expense that he paid prior to his death.



If either Mr. Reillyor Mr. Mancini voluntarily terminates employment on account of his "retirement" (that is on or after attaining age 68 for Mr. Reilly, or 65 for Mr. Mancini), no severance will be paid.



Neither of the executives will be entitled to any severance benefits under their respective employment agreement if BankProv terminates the executive's employment for "cause" (as defined under the employment agreement).



Upon any termination of employment that would entitle an executive to a severance payment (other than a termination in connection with a change in control), the executive will be required to adhere to non-competition and non-solicitation covenants for up to one year.



Benefit Plans



401(k) Plan. BankProv currently maintains a 401(k) plan that is a tax-qualified profit-sharing plan with a salary deferral feature under Section 401(k) of the Internal Revenue Code for eligible employees. The Named Executive Officers participate in the 401(k) Plan on the same terms as other employees of BankProv.

A participant may contribute up to 90% of his or her compensation to the 401(k) Plan on a pre-tax or after tax ("Roth") basis, subject to the limitations imposed by the Internal Revenue Code. For 2023, the pre-tax deferral contribution limit was $22,500 provided, however, that a participant over age 50 could contributean additional $7,500 to the 401(k) Plan (subject to applicable cost-of-living adjustments in future years).In addition to salary deferral contributions, the 401(k) Plan provides that BankProv will make a safe harbor matching contribution to each participant's account equal to 100% of the participant's contribution, up to a maximum of 6% of the participant's eligible compensation contributed to the 401(k) Plan. BankProv may also make a discretionary contribution to eligible employees. A participant is always 100% vested in his or her salary deferral contributions and safe harbor matching contributions, and a participant will vest 100% in BankProv's discretionary contributions following the completion of three years of service. The 401(k) Plan permits a participant to direct the investment of his or her own account into various investment options, including the common stock of Provident Bancorp, Inc.

Employee Stock Ownership Plan.BankProv currently maintains a tax-qualified ESOP for eligible employees. The Named Executive Officers participate in the ESOP on the same terms as other employees of BankProv.



The trustee of the ESOP holds the shares of Provident Bancorp, Inc. purchased in connection with our stock offerings.

Shares that have not been allocated to the accounts of participants are held in an unallocated suspense account. Unallocated shares are released from the suspense account on a pro-rata basis as the loan is repaid. Each year, the shares released are allocated to the participants' accounts based on of each participant's proportional share of compensation. Participants become 100% vested in their benefits under the ESOP after the completion of three years of service. Participants also become fully vested upon normal retirement, death or disability, a change in control, or termination of the ESOP.



Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards for the Named Executive Officers that have been granted under our 2016 and 2020 Equity Incentive Plans.









Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive "compensation actually paid" ("CAP") to each of our Principal Executive Officers ("PEO") and to our Non-PEO NEOsand certain Company performance for the fiscal years listed below. The disclosure follows SEC guidelines for smaller reporting companies.



The Pay versus Performance table below summarizes the compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2023, 2022 and 2021 calendar years.









Calculation of Compensation Actually Paid (CAP). To calculate the CAP to our PEOs and Non-PEO NEOs in the table above according to SEC reporting rules, the following adjustments were made to Total Compensation as reported in the Summary Compensation Table for each covered year.





Pay Versus Performance: Graphical Description. The following graphs present the relationship during 2023, 2022, and 2021 between compensation "actually paid" as defined by SEC rule and shown above) for the Chief Executive Officers and other NEOs on an average basis.



Relationship Between Compensation Actually Paid and the Company's Net Income.





Relationship Between Compensation Actually Paid and the Company's Net Income.





Director Compensation



Set forth below is a summary of the compensation for each of our non-employee directors for the year ended December 31, 2023.





As of December 31, 2023, Directors Cousins, DeLeo, DeStefano, and Sullivan each held 4,084 shares of restricted stock, 39,908 vested stock options and 10,200 unvested stock options. As of December31,2023, Director Knapp held 4,084 shares of restricted stock, 36,408 vested stock options and 10,200 unvested stock options. As of December31,2023,DirectorPietteheld4,084shares of restricted stock, 30,081 vested stockoptions, and 10,200 unvested stock options. As of December 31, 2023, Director Curran held 6,126 unvested shares of restricted stock, 10,200 vested stock options and 15,300 unvested stock options.



In 2023, each director (other than the Chair of the Board) received a $15,000 retainer fee and $1,250 for each board meeting. The Chair of the Board received a $50,000 annual retainer. The Chair of the Audit Committee received a $7,000 retainer and the Committee members received $750 per meeting. The Compensation Committee Chair received a $3,500 retainer and the committee members received $750 per meeting. All other committee chairs received a $2,500 retainer and the committee members received $750 per meeting.



Delinquent Section16(a) Reports



Section 16(a)ofthe Securities Exchange Act of1934 (the "Exchange Act") requires the Company's executive officers and directors, and persons who own morethan 10%ofany registered classofthe Company's equity securities,tofilereports ofownership and changesinownership withthe Securities and Exchange Commission. Executive officers, directors and greater than 10%stockholders are requiredby regulationtofurnishthe Company withcopies ofall Section 16(a)reports they file.

Basedsolely on the Company's review ofcopies ofthe reports ithas received and written representationsprovidedtoitfromthe individuals requiredtofilethe reports, the Company believes that each ofthe Company's directors and executive officers otherwise complied withapplicable reportingrequirements for transactionsinProvident Bancorp, Inc. common stock duringthe year ended December31, 2023, except that Executive Vice President Joseph Mancini and Co-Chief Executive Officer, and Chief Financial Officer, Carol L. Houle each filed a late form 4 to report the sale of shares in connection with the vesting of shares.

Transactions with CertainRelatedPersons

The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as BankProv, to their executive officers and directors in compliance with federal banking regulations. At December 31, 2023, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to BankProv, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at December 31, 2023, and were made in compliance with federal banking regulations.

Pursuant toProvident Bancorp, Inc.'s Policy and Procedures for Approval of Related Persons Transactions, the AuditCommittee periodically reviews, at least twice a year,a summary ofProvident Bancorp, Inc.'s transactionswithdirectors and executive officers ofProvident Bancorp, Inc., as well as any otherrelated person transactions,to determine whether to approve or ratify such transactions. Also, inaccordancewithbanking regulations, the Board ofDirectors reviews all loans made toa directororexecutive officerinan amount that, when aggregated withthe amount ofall otherloans tosuch person and his orher related interests, exceedthe greater of$25,000 or5%ofProvident Bancorp, Inc.'s capital and surplus (uptoa maximumof $500,000)and such loans must be approved inadvanceby a majorityofthe disinterested members of the Board ofDirectors.



Nominating and Corporate Governance Committee Procedures



General



Itis the policy ofthe Nominating and Corporate GovernanceCommittee ofthe Board ofDirectors ofthe Company toconsider directorcandidatesrecommended by stockholders who appear tobe qualifiedtoserve on the Company's Board ofDirectors. TheNominating and Corporate Governance Committee may choosenottoconsider an unsolicited recommendation ifno vacancyexists on the Board ofDirectors and the Nominating and Corporate GovernanceCommittee does notperceive a need to increasethe size ofthe Board ofDirectors. Toavoid the unnecessaryuse ofthe Nominating and Corporate GovernanceCommittee's resources,the Nominating and Corporate GovernanceCommittee willconsider onlythose directorcandidatesrecommended inaccordancewiththe procedures set forthbelow.



Diversity Considerations



The Nominating and Corporate Governance Committee does not have a formal policy or specific guidelines regarding diversity among board members. However, the Nominating and Corporate Governance Committee seeks members with requisite experience as well as diverse backgrounds. As the holding company for a community bank, the Nominating and Corporate Governance Committee also seeks directors who can continue to strengthen BankProv's position in its community and can assist BankProv with business development through business and other community contacts.



Proceduresto be Followed byStockholders



The Board of Directors has adopted a procedure by which stockholders may recommend nominees to the Nominating and Corporate Governance Committee. Stockholders can suggest qualified candidates for director by writing to our Corporate Secretary at 5 Market Street,Amesbury, Massachusetts01913. Such communication must include:



















To be timely, the submission of a candidate for director by a stockholder must be received by the Corporate Secretary at least 120 days prior to the anniversary date of the proxy statement relating to the preceding year's annual meeting of stockholders. If (i) less than 90 days' prior public disclosure of the date of the meeting is given to stockholders and (ii) the date of the annual meeting is advanced more than 30 days prior to or delayed more than 30 days after the anniversary of the preceding year's annual meeting, a stockholder's submission of a candidate will be timely if delivered or mailed to and received by the Corporate Secretary of Provident Bancorp, Inc. no later than the tenth day following the day on which public disclosure of the date of the annual meeting is first made.

Submissions that are received and that satisfy the above requirements are forwarded to the Nominating and Corporate Governance Committee for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers.



There is a difference between the recommendations of nominees by stockholders pursuant to this policy and a formal nomination (whether by proxy solicitation or in person at a meeting) by a stockholder. Stockholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable law and provisions of the Bylaws of Provident Bancorp, Inc. See "Submission of Business Proposalsand StockholderNominations."

Process for IdentifyingandEvaluatingNominees; Director Qualifications

The Nominating and Corporate Governance Committee considers the following criteria in evaluating and selecting candidates for nomination:











The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service, including the current members' board and committee meeting attendance and performance, length of board service, experience and contributions, and independence. Current members of the Board of Directors with skills and experience that are relevant to Provident Bancorp, Inc.'s business and who are willing to continue in service are considered for re-nomination.

If there is a vacancy on the Board of Directors because any member of the Board of Directors does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee would determine the desired skills and experience of a new nominee (including a review of the skills set forth above), and may solicit suggestions for director candidates from all board members and may engage in other search activities.



During the year ended December 31, 2023,we did not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees for director.

The Board is committed to ensuring appropriate refreshment of members such that the overall skills and backgrounds of its members provide the institution with a board capable of effective service given changes to the institution and its operating environment. During the year ended December 31, 2023, two directors left the Board, Mohammad Shaikh,

who resigned effective March 27, 2023, and Jay Gould, who retired from the board after the 2023 annual meeting consistent with the institution's previous retirement age requirement (which was subsequently updated to accommodate the onboarding of Mr. Pollack).

The Board has welcomed two new members, Dennis Pollack, and Julienne Cassarino, each of whom were appointed to vacancies in the board in the class of directors with terms ending at the 2025 annual meeting. See "Nominees for Election of Directors." We believe the Board's membership provides an appropriate mix of experience with members who have a long-term understanding of the institution as well as members who bring new perspectives to it.

At the end of 2023, the members of the board-with the exception of Mr. Pollack and Mrs. Cassarino, who had not yet joined the board at that time-completed a performance survey through a third-party vendor. This survey helps inform the Nominating and Corporate Governance Committee's decision-making and planning.

Given the strong mix of skills, backgrounds, and tenure of the members of the board, the Nominating and Corporate Governance Committee is not proactively seeking to add additional members to the board at this time.

Submission of Business Proposalsand StockholderNominations

The Company's Bylaws generally provides that any stockholder desiring to make a proposal for new business at a meeting of stockholders or to nominate one or more candidates for election as directors at a meeting of stockholders must have given timely notice thereof in writing to the Secretary of the Company. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the board of directors, our Secretary must receive written notice not earlier than the 100th day nor later than the 90th day prior to the anniversary of the prior year's annual meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the preceding year's annual meeting, then, to be timely, notice by the stockholder must be so received no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth day following the earlier of the day notice of the meeting was mailed to stockholders or such public announcement was made.



The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on our books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of our capital stock which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.



The notice with respect to director nominations must include: (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person's qualification to serve on our Board of Directors; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of our Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor rule or regulation; and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on our books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of our capital stock that are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy

statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation.

The 2025annual meeting of stockholders is expected to be held May 15, 2025. Advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no earlier than February 5, 2025 and no later than February 15, 2025. If notice is received earlier than February5,2025 or after February 15, 2025, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.

Failuretocomply with these advancenotice requirements willpreclude such new business or nominations frombeing considered at the meeting.



TheCompany must receive proposals that stockholders seektoinclude inthe proxystatement forthe Company's next annual meeting no later than December 17, 2024. Ifnext year's annual meeting is held on a date morethan 30 calendar days from May 16, 2025, a stockholder proposal must be received by a reasonabletimebefore the Company begins toprintand mailits proxysolicitation for such annual meeting. Any stockholder proposals willbe subject tothe requirements ofthe proxyrules adopted by the Securities and Exchange Commission.



In order to solicit proxies in support of director nominees other than the Company's nominees for our 2025Annual Meeting of Stockholders, a person must provide notice postmarked or transmitted electronically to our executive office, 5 Market Street,Amesbury, Massachusetts01913, [email protected], no later than March 17, 2025. Any such notice and solicitation will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.



Nothinginthis proxystatement orourBylawswill be deemed torequireus toinclude inour proxystatement and proxyrelatingtoan annual meeting any stockholder proposal that does notmeet all ofthe requirements forinclusion establishedby the Securities and Exchange Commission ineffect at the timesuch proposal is received.



Stockholder Communications



The Company encourages stockholder communications to the Board of Directors and/or individual directors. Any stockholder who wishes to contact our Board of Directors or an individual director may do so by writing to: 5 Market Street,Amesbury, Massachusetts01913, Attention: Board of Directors. The letter should indicate that the sender is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Corporate Secretary may attempt to handle an inquiry directly (for example, where it is a request for information about Provident Bancorp, Inc. or it is a stock-related matter). The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. At each Board of Directors meeting, the Corporate Secretary will present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the Directors on request.



Miscellaneous



TheCompany willpay the cost ofthis proxysolicitation. TheCompany willreimburse brokerage firmsand othercustodians,nominees and fiduciaries forreasonableexpensesincurredby them insending proxymaterials to the beneficial owners of the Company. Additionally, directors, officers and other employees of the Company may solicit proxies personally or by telephone without receiving additional compensation. The Company has retained Alliance Advisors to assist the Company in soliciting proxies, and the Company has agreed to pay Alliance Advisors a fee of $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation.



TheCompany's Annual Report toStockholders has been included withthis proxystatement. Any stockholder who has notreceived a copy ofthe Annual Report may obtain a copy by writingto the Corporate Secretary ofthe Company at 5 Market Street,Amesbury, Massachusetts01913. The Annual Report is nottobe treated as partofthe proxysolicitation material oras having been incorporated by reference intothis proxystatement.



A copy oftheCompany'sAnnualReport onForm10-K,withoutexhibits,for theyear ended December31, 2023,as filedwiththeSecurities andExchange Commission,willbe furnished withoutcharge topersons whowerestockholders as oftheclose ofbusiness onApril 1, 2024,uponwrittenrequest totheCompany'sCorporate Secretaryattheaddress listedabove.

Whether ornotyou plan toattend the annual meeting, pleasevote by marking,signing, dating, and promptlyreturningthe enclosedproxycard inthe enclosedenvelope or vote via telephone or the Internet.

Important Notice Regarding the Availability of Proxy Materials

TheCompany's ProxyStatement, includingthe Notice ofthe Annual Meeting ofStockholders, and the 2023Annual Report toStockholders are each available on the internetat http://www.cstproxy.com/bankprov/2024.







Amesbury, Massachusetts

April 16, 2024