Here's a clear, beginner-friendly summary of Avidbank Holdings' (AVBH) 2026 Proxy Statement (DEF 14A):

🧾 What This Document Is

This is Avidbank's Definitive Proxy Statement (DEF 14A). It's the official invitation and information packet for their 2026 Annual Meeting of Shareholders, happening on May 19, 2026, at 10:00 a.m. Pacific Time. The purpose is to get shareholders to vote on specific company matters. Think of it as the "meeting agenda" sent out in advance.

🏢 What The Company Does

👉 In simple terms: Avidbank Holdings, Inc. (AVBH) is the parent company of Avidbank, a California state-chartered commercial bank. They primarily serve businesses and individuals in Silicon Valley and the San Francisco Bay Area, offering services like commercial lending, venture lending, and private banking.

🗳️ What Shareholders Are Voting On

Shareholders attending the meeting (or voting by proxy) will decide on two main proposals:

1. Election of Directors: Vote to elect 10 directors to serve until the 2027 Annual Meeting. The nominees are:

   • Kristofer W. Biorn
   • James F. Deutsch
   • Diane J. Flynn
   • Keith F. Jensen
   • Linda R. Morris
   • Bryan C. Polster
   • Michael F. Rosinus
   • Robert H. Scott
   • Marc J. Verissimo
   • Mark D. Mordell (also Chairman, President & CEO) 👉 Why it matters: The board oversees the company's strategy and management. These individuals will shape Avidbank's future direction.

2. Ratification of Auditor: Vote to approve the appointment of Crowe LLP as the independent accounting firm for 2026. Crowe has been Avidbank's auditor since 2003. 👉 Why it matters: This is a standard check to ensure shareholders agree with the company's choice of auditor, who verifies the financials are accurate.

👥 The Board & Leadership

• Board Structure: Mark Mordell serves as both Chairman and CEO. Bryan Polster is the Lead Independent Director.
• Independence: Except for Mark Mordell (CEO) and Robert Scott (employee), the board is considered independent.
• Key Committees: The board has specialized groups:
  • Audit Committee (Bryan Polster Chair): Oversees financials, audits, and risk. Meets frequently (5 times in 2025).
  • Personnel & Compensation Committee (Bryan Polster Chair): Sets executive and director pay.
  • Governance & Nominating Committee (Kristofer Biorn Chair): Finds and recommends qualified directors.
• Director Expertise: The nominees bring diverse skills in banking, finance, law, accounting, cybersecurity, leadership development, and real estate.
• Meeting Attendance: The full board held 10 regular + 7 special meetings in 2025. Directors attended over 75% of meetings.

💰 Director & Executive Pay Highlights

• Director Compensation (2025): Non-employee directors earned between $54,779 (Linda Morris) and $83,025 (Bryan Polster). This included cash fees and restricted stock awards worth ~$30k each. Robert Scott earned significantly more ($316,659) as he's an employee.
• Executive Officers (Not Directors): Key leaders include Patrick Oakes (CFO), Gina Thoma-Peterson (COO), Elisabeth Foussianes (Chief Credit Officer), Tami Benedict (Chief of Staff), Victor DeMarco (Chief Legal Officer), and Arthur Wasson (Chief Revenue Officer).

💸 Auditors & Fees (2025 vs. 2024)

Crowe LLP is seeking ratification. Fees for their services increased significantly:

• Audit Fees: $638,570 (2025) vs. $472,486 (2024)
• Audit-Related Fees: $6,300 (2025) vs. $5,400 (2024)
• Tax Fees: $0 (2025) vs. $85,034 (2024)
• All Other Fees: $368,025 (2025) vs. $0 (2024) - Primarily for IPO-related work.
• Total Fees: $1,012,895 (2025) vs. $562,920 (2024) 👉 The big jump is due to IPO costs and audit fees.

🔍 Voting Mechanics & Logistics

• Record Date: Shareholders owning stock on March 27, 2026, can vote.
• Quorum Needed: At least 50.1% of outstanding shares (10,955,167 as of March 27, 2026) must be present.
• How to Vote: By Internet (www.voteproxy.com), By Phone (1-800-PROXIES / 1-800-776-9437), By Mail, or In Person.
• Meeting Location: In-person at 1732 N. First Street, 6th Floor, San Jose, CA 95112. An audio conference call (+1 323-484-8144, ID: 810 454 078#) is available for listening only (doesn't count as attendance or allow voting).
• Proposal Outcomes:
  • Directors: Plurality vote wins (top 10 vote-getters elected). Cumulative voting is allowed.
  • Auditor: Requires a majority of votes cast. Brokers can vote this for clients if no instructions are given.

🛡️ Risk Oversight & Cybersecurity

• Risk Focus: The board emphasizes risk mitigation. Committees oversee financial, operational, compliance, credit, liquidity, and interest rate risks.
• Cybersecurity: The board actively oversees cybersecurity risk. Management reports regularly. The IT Steering Committee (ITSC) supports this, led by the CTO and ISO.
• Current Status: As of the filing date, Avidbank reported no material cybersecurity incidents affecting business, operations, or financials.

📅 What's Next

• Voting Deadline: Shareholders need to vote before the meeting starts on May 19, 2026. Internet voting closes at 11:59 p.m. ET on May 18, 2026.
• Results: Voting results will be announced at the meeting and reported in a Form 8-K filed with the SEC within 4 business days.
• 2027 Annual Meeting: Shareholder proposals for the 2027 meeting must be submitted between January 19, 2027, and February 18, 2027.

⚖️ Big Picture: Strengths & Considerations

• 👍 Strengths:
  • Experienced board with deep banking, finance, and local market expertise.
  • Clear governance structure with defined committee responsibilities.
  • Established auditor (Crowe) with a long tenure.
  • Focus on risk management, including cybersecurity.
• ⚠️ Considerations:
  • Combined Chairman/CEO role (Mark Mordell). The Lead Independent Director (Bryan Polster) provides oversight.
  • Significant increase in auditor fees in 2025, mainly due to IPO costs (one-time).
  • Standard shareholder engagement practices, but always important to monitor.

🧠 The Analogy

Think of this proxy statement like preparing for a crucial family meeting. The document is the detailed agenda sent out beforehand. It tells you when and where the meeting is, who is proposing the plans (the Board), what you're voting on (electing the "family council" and approving the "family accountant"), provides background on the key people involved, explains the rules for voting, and outlines the company's health (finances, risks) so you can make informed decisions before showing up.

🧩 Final Takeaway

Avidbank Holdings is holding its annual shareholder meeting on May 19, 2026. Shareholders need to vote before the meeting on electing 10 directors and ratifying their long-time auditor, Crowe LLP. The board is experienced and independent (except the CEO), and the company reports no major cybersecurity issues. The key actions are voting on the director slate and the auditor appointment.