Independent
Tenure on this board
1.0 yrs
4 nominees · 3 ballot items.
Election of four directors; approval of the Avidia Bancorp, Inc. 2026 Equity Incentive Plan; ratification of appointment of BDMP Assurance, LLP as independent registered public accounting firm.
Elect four directors (Vanessa E. Candela, Michael R. Girard, Mark R. O’Connell and Kennedy O. Saul) to three-year terms.
Approve the 2026 Equity Incentive Plan to authorize up to 2,810,675 shares for grants (including 803,050 for restricted stock/RSUs and 2,007,625 for stock options) with specified governance, vesting, and other provisions.
The proposal requests shareholder approval for the 2026 Equity Incentive Plan, which authorizes a share reserve of 2,810,675 shares (803,050 for restricted stock/RSUs and 2,007,625 for stock options) to be used to grant equity awards to employees, service providers and non-employee directors. Management seeks approval to support retention and recruitment following the company’s mutual-to-stock conversion and IPO, arguing equity awards align employee and director interests with shareholders and are standard among peers. The Plan incorporates governance best practices: limits on individual issuance, minimum one-year vesting for 95% of awards, prohibition on option repricing without shareholder approval, double-trigger change-in-control vesting, clawback policies, restrictions on dividend equivalents, and limits on share recycling. The board also disclosed self-executing initial awards to non-employee directors that vest over five years, and the Compensation Committee retains broad discretion to administer awards subject to specified limits and shareholder approval for material changes. The Board unanimously recommends for approval, citing competitive necessity, alignment with prior prospectus disclosures, and consistency with industry and regulatory expectations; failure to approve would limit the company’s ability to use equity for compensation, potentially requiring higher cash compensation and impairing competitiveness for talent. The Plan’s design, limits and tax-related provisions are detailed in Appendix A.
Ratify the Audit Committee’s appointment of BDMP Assurance, LLP to serve as the independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 5.87% | 1,172,953 | $25M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.01% | 800,793 | $17M |
| 3 | BlackRock, Inc. | 2.85% | 569,832 | $12M |
| 4 | FJ Capital Management LLC | 2.49% | 497,258 | $10M |
| 5 | BlackRock, Inc. | 2.44% | 486,897 | $10M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.87% | 374,081 | $8M |
| 7 | STATE STREET CORP | 1.26% | 251,299 | $5M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.24% | 247,210 | $5M |
| 9 | HENNESSY ADVISORS INC | 0.79% | 157,000 | $3M |
| 10 | NORTHERN TRUST CORP | 0.70% | 140,495 | $3M |
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