DEF 14A of Avidia Bancorp, Inc., Aug 7, 2026

DEF 14A of Avidia Bancorp, Inc.

Filed Aug 7, 2026 · FY20250001193125-26-340379

Open on EDGAR

  1. Directors’ Compensation

    | | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | James N. Ball | 70,500 | 8,400 | 78,900 | | Paul Blazar | 76,300 | 8,400 | 84,700 | | Vanessa E. Candela | 60,500 | 8,400 | 68,900 | | M. Neil Flanigan | 67,550 | 8,400 | 75,950 | | Carol V. Gallagher | 72,550 | 8,400 | 80,950 | | Michael O. Gilles (1) | 5,167 | — | 5,167 | | Michael R. Girard | 76,300 | 8,400 | 84,700 | | Joseph F. Grimaldo | 76,300 | 8,400 | 84,700 | | Jeffrey B. Leland | 71,500 | 8,400 | 79,900 | | Michael Murphy | 92,000 | 8,400 | 100,400 | | Mark R. O’Connell | 64,500 | 8,400 | 72,900 | | Kennedy O. Saul | 62,750 | 8,400 | 71,150 |

  2. Item 1 — Election of Directors

    Item 1 — Election of Directors The Company’s Board of Directors consists of 13 members. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. Each director of the Company also serves as a director of Avidia Bank. The Board of Directors’ nominees for election are Vanessa E. Candela, Michael R. Girard, Mark R. O’Connell and Kennedy O. Saul. The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominees named above. If a nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why either nominee might be unable to serve. The Board of Directors unanimously recommends that you vote “FOR” all nominees for director. Set forth below is information regarding the Board of Directors’ nominees and the directors continuing in office. Unless otherwise stated, everyone has held his or her current occupation for the last five years. The indicated age for everyone is as of December 31, 2025. The indicated period for service as a director includes service as a director of Avidia Bank. There are no family relationships among the directors.

  3. Director Nominees for Terms Expiring in 2029

    Director Nominees for Terms Expiring in 2029 Vanessa E. Candela has served as Chief Legal & Trust Officer of Celonis SE and its global subsidiaries since April 2021. Before Celonis, she spent three years as the Chief Legal & Compliance Officer at Nutcracker Technology Inc. Over her career she has spent more than 25 years in various roles in both private practice and in-house where she served as the executive responsible for legal, compliance, information security, IT, business systems and/or ESG. Her extensive experience provides the board of directors with valuable knowledge across multiple disciplines related to Avidia Bank’s business. Age 52. Director since 2023. Michael R. Girard is a Doctor of Chiropractic. He has been the owner and proprietor of Hudson Family Chiropractic since 1987. He has served on and with various civic, business, cultural and professional boards and organizations over his 38-year professional career. He provides the board of directors with invaluable management experience and community networking connections. Age 65. Director since 2001. Mark R. O’Connell is retired. He had served as President and Chief Executive Officer of Assabet Valley Bancorp and Avidia Bank for 21 years until retiring in May 2023. His broad banking experience and institutional knowledge of Avidia Bank and our market areas provides invaluable insight to Avidia Bank’s business. Age 65. Director since 2004. Kennedy O. Saul is a seasoned Technology & Consulting Executive, currently serving as North American OEM Channel Leader at NVIDIA (AI Company). He was previously a Market Development Director at Accenture (January 2021 to January 2025), as well as holding other executive and consulting positions with leading companies, including Ernst & Young (March 2019 to January 2021), Virtustream, Dell Technologies, SAP, Computer Sciences Corporation, KPMG, and Siemens Nixdorf Information Systems. Through his extensive experience in technology and business consulting in various business sectors, including technology and financial services, he provides the board of directors with valuable insight in these areas. Age 58. Director since 2023.

  4. Directors Continuing in Office with Terms Expiring in 2027

    Directors Continuing in Office with Terms Expiring in 2027 James N. Ball is a self-employed financial advisor managing approximately $1.0 billion of assets for high net worth individuals. He has forty years of experience in the wealth management business and has owned his own financial advisory firm, EverRise, Inc. (formerly named James N. Ball & Co., Inc.), since 1984. He is a Financial Institution Regulatory Authority-registered representative of Commonwealth Financial Network, an independent broker-dealer. He has served on multiple boards and committees for the Town of Westborough, including the planning board, economic development committee, capital expenditures committee, community preservation committee, and library foundation. His extensive experience in investments, estate planning, risk management, tax planning, land use, and business planning provides the board of directors with valuable knowledge in connection with Avidia Bank’s business. Age 63. Director since 2003. M. Neil Flanigan, a certified public accountant, is principal in the accounting firm of Flanigan, Cotillo & Mainzer, LLP, with whom he has been employed since 1990. With 40 years of experience in finance and accounting, he provides the board of directors with valuable knowledge of the financial aspects of Avidia Bank’s business. Age 65. Director since 2000. Carol V. Gallagher is an attorney-at-law. She has more than 30 years of experience practicing law in the private sector and the public sector. She has been employed with the Massachusetts Trial Court since 2019. She serves as Vice Chair of the Planning Board of the City of Leominster, as a director of the Vanessa T. Marcotte Foundation, a 501(c)(3) charitable organization, and as a member of the Fitchburg State University Supporting Organization. Her expansive legal background provides the board of directors with valuable information on all aspects of Avidia Bank’s business. Age 60. Director since 2020. Michael Murphy is the President of Murphy Group LLC, an insurance broker, since 1995. He provides the board of directors with invaluable risk management and financial experience. Age 59. Director since 2013.

  5. Directors Continuing in Office with Terms Expiring in 2028

    Directors Continuing in Office with Terms Expiring in 2028 Paul Blazar, now retired, served as Administrator and Chief Financial Officer of the Town of Hudson for 26 years until retiring in 2013. His extensive experience in financial management provides the board of directors with valuable knowledge in connection with Avidia Bank’s business. Age 74. Director since 2000. Robert D. Cozzone has served as President and Chief Executive Officer of Assabet Valley Bancorp and Avidia Bank since March 2023. He has been employed in banking his entire professional career. From April 2019 to March 2023, he served as Executive Vice President and Chief Operating Officer of Independent Bank Corp. and its bank subsidiary, Rockland Trust Company, where his responsibilities included mergers and acquisitions strategy, consumer banking, and investor relations, among others. Before that he served as Chief Financial Officer from 2013 to 2019. He holds undergraduate and graduate degrees in management and finance. His extensive senior management experience in community banking provides the board of directors with valuable knowledge of Avidia Bank’s business. Age 54. Director since 2023. Joseph F. Grimaldo is a certified public accountant and has over 45 years of experience in public accounting. He is a former partner of, but continues to be affiliated with, the accounting, tax and consulting firm of O’Connor Maloney and Company, P.C. since 1982. He provides the board of directors with invaluable financial and accounting experience. Age 68. Director since 2001. Michael O. Gilles is a seasoned financial services executive who brings over 45 years of community banking experience to Avidia. Before starting a bank consultancy practice in 2024, he served as the Executive Vice President, Chief Operating and Financial Officer of Cambridge Financial Group, Inc, the holding company for Cambridge Savings Bank in Cambridge, MA. His professional background includes executive positions at several Massachusetts mutual and public banks. He possesses extensive knowledge of all areas of banking and has specific expertise in financial management and reporting, internal controls, asset/liability and investment portfolio management, mergers and acquisitions, credit administration and risk management. Mr. Gilles is a native of Hudson, MA, where Avidia Bank is headquartered. Mr. Gilles is a Certified Management Accountant and earned a bachelor’s degree in accountancy from Bentley University. He is also a graduate of the Stonier Graduate School of Banking. Age 66. Director since 2025. Jeffrey B. Leland is an attorney-at-law. He has practiced since 1991 and is the owner of Leland Law Associates, PC and J.B. Leland Law, LLC. With an L.L.M. in Estate Planning and Elder Law, he also does conveyance law and tax planning. He is a licensed real estate broker, principal owner of South Street, Inc., which owns and manages real estate, and stockholder of Leland Insurance Agency, Inc., a property and casualty insurance agency. He has served on multiple boards and committees in the Town of Northborough including the Community Preservation Committee, Zoning Board of Appeals, and is on the board of directors of a Massachusetts non-profit organization for aging and caregiving. He provides the board of directors with invaluable legal, property ownership and management experience. Age 61. Director since 2009.

  6. Executive Officers Who Do Not Serve as Directors

    Executive Officers Who Do Not Serve as Directors Set forth below is information regarding our executive officers who do not serve as directors of the Company. Each individual has held his current position for at least the last five years, unless otherwise stated. The age presented is as of December 31, 2025. Jonathan Nelson has served as Executive Vice President and Chief Financial Officer since October 2024. He has more than 25 years in banking and before joining Avidia Bank he was employed at Independent Bank Corp. and its bank subsidiary, Rockland Trust Company, since 2007. At Rockland Trust Company he served as the Treasurer since 2015 where his responsibilities included interest rate risk management, liquidity management, capital planning, mergers and acquisitions, shareholder relations, investments, derivatives, and strategic planning. Age 45. Bartholomew H. Murphy, Jr. has been employed with Avidia Bank since January 1992. He has served as Executive Vice President and Chief Operating Officer since 2021. From 1992 to 2010 he served in various lending and commercial banking management positions. From 2010 to 2021 he served as Executive Vice President and Chief Lending Officer. Age 61. Robert W. Conery has been employed with Avidia Bank for 35 years. In November 2000 he was appointed Executive Vice President and Chief Operations Officer and his responsibilities include overseeing Operational Support and Information Technology. He holds undergraduate and graduate degrees in management and finance as well as other professional certifications. Age 62. Barry H. Jensen has served as Executive Vice President and Chief Administrative Officer since May 2024. From October 2023 to April 2024 he was affiliated with BHJ Advisory Services LLC, a banking consulting firm. Before then he was employed by Rockland Trust Company from October 1998 to August 2023, serving in roles such as Controller and Principal Accounting Officer, and most recently as Executive Vice President and Chief Technology and Operations Officer. Age 60. Nicolas Karmelek has served as Executive Vice President and Chief Risk Officer since October 2018. Before joining Avidia Bank, he served for 13 years with the Federal Reserve Bank of Boston, including as a bank examiner and a member of its large bank supervisory group. He holds undergraduate and graduate degrees in management and finance/accounting. He is a CFA Institute Charterholder and a Certified Enterprise Risk Professional (CERP). Age 42. Donald J. Frost III has been employed with Avidia Bank since May 2011. He has served as Executive Vice President – Consumer Banking since January 2021. He holds an undergraduate degree in accounting. Age 54. Thomas Doane has served as Director of Human Resources at Avidia Bank since 2010 and was promoted to Executive Vice President in 2023. He holds a Bachelor’s degree and a Masters of Business Administration. Age 53.

  7. Summary Compensation Table

    Summary Compensation Table The following tabular information is furnished for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) serving during the fiscal year ended December 31, 2025, whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2025. These individuals are sometimes referred to in this proxy statement as the “named executive officers.”

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($) (1) | Total ($) | | Robert D. Cozzone President and Chief Executive Officer | 2025 2024 | 731,578 697,716 | 608,000 — | — 417,460 | 412,623 376,515 | 1,752,201 1,491,691 | | Bartholomew H. Murphy, Jr. Executive Vice President and Chief Operating Officer | 2025 2024 | 356,635 323,007 | 72,500 — | — 133,502 | 63,128 40,315 | 492,263 496,824 | | Jonathan Nelson Executive Vice President and Chief Financial Officer | 2025 | 357,212 | 195,000 | — | 27,173 | 579,385 |

  9. Summary Compensation Table

    _______________ (1) The compensation disclosed in the “All Other Compensation” column for 2025 consists of the following:

  10. Summary Compensation Table

    | Name | 401(k) Plan Employer Contribution ($) | Company Vehicle ($) | Deferred Compensation Plan ($) (a) | Club Membership ($) | | Mr. Cozzone | 17,449 | 13,788 | 355,038 | — | | Mr. Murphy | 16,692 | 13,250 | — | 11,880 | | Mr. Nelson | 15,928 | 8,815 | — | — |

  11. Summary Compensation Table

    | Name | Imputed Income ($) (b) | Health Savings Account Contributions ($) | Allocated ESOP Shares ($) | Total All Other Compensation ($) | | Mr. Cozzone | 6,180 | 1,750 | 18,418 | 412,623 | | Mr. Murphy | 1,138 | 1,750 | 18,418 | 63,128 | | Mr. Nelson | 680 | 1,750 | — | 27,173 |

  12. Summary Compensation Table

    _____________ (a) Represents contributions made to the Defined Contribution Plan. (b) Represents imputed income from life insurance and long-term disability insurance coverages provided by Avidia Bank. Executive Compensation Discussion. For 2025, Mr. Nelson was identified as a named executive officer based on completion of his first full-year of employment. In 2024, the Company's non-equity incentive plan compensation included both a short-term incentive plan, referred to as the “Annual Bonus Program,” and a Long-Term Incentive Plan, which are discussed below. Annual targets were set for the 2025 Annual Bonus Program, but no payouts were earned due to the earnings impact of the elevated loan loss provision expense recorded due to one large loan loss. During 2025, the Board of Directors awarded discretionary bonuses to the named executive officers to recognize their contributions to the successful completion of the Company’s initial public offering, as well as progress on major strategic initiatives. The Long-Term Incentive Plan was terminated and paid out, with no grants awarded in 2025. The Board of Directors awarded discretionary grants in 2025 in lieu of the grants under the Long-Term Incentive Plan, which are reported in the “Bonus Column” in the above Summary Compensation Table. Employment Agreements. Avidia Bank has entered into employment agreements with Messrs. Cozzone and Nelson. The initial terms of the employment agreements began as of the effective date of the mutual-to-stock conversion of the former Assabet Valley Bancorp, Avidia bank’s former mutual holding company, and the Company’s related conversion stock offering and ends on the third anniversary (in the case of Mr. Cozzone) or second anniversary (in the case of Mr. Nelson) of that date. Commencing on the first anniversary of the effective date of the agreements and on each anniversary date thereafter, the terms of the agreements will extend automatically for one additional year, so that the remaining term is again three or two years, as applicable, unless either Avidia Bank or the executive gives notice to the other party of non-renewal. If either party provides a notice of non-renewal, the term will become fixed at that time and expire at the end of the then current term. Notwithstanding the foregoing, if Avidia Bancorp or Avidia Bank enters a transaction that would constitute a change in control, as defined under the employment agreement, the term of the agreement would automatically extend so that it would expire no less than two years following the effective date of the change in control. The employment agreements specify the base salaries for Messrs. Cozzone and Nelson. Avidia Bank’s board of directors or its Compensation Committee may increase, but not decrease, their base salaries. In January 2026, Mr. Cozzone’s base salary was increased to $760,725 and Mr. Nelson's base salary increased to $380,625. In addition to base salary, the agreements provide that the executive will participate in any bonus plan or arrangement of Avidia Bank in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the board of trustees. Avidia Bank will provide a short-term target cash bonus opportunity for the executive of at least 55% of base salary (in the case of Mr. Cozzone) and of at least 35% of base salary (in the case of Mr. Nelson) and a long-term target cash bonus opportunity of at least 25% of base salary for each executive. Each executive is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Avidia Bank and the reimbursement of reasonable travel and other business expenses incurred in the performance of his duties for Avidia Bank. Avidia Bank will also provide the executives with reimbursement or payment for the use of an automobile and will also pay or reimburse Mr. Cozzone for the cost of a country club membership. Avidia Bank may terminate the executive’s employment, or the executive may resign from employment, at any time with or without good reason. Under the employment agreement, if Avidia Bank terminates the executive's employment without cause or the executive resigns for “good reason” (i.e., a “qualifying termination event”), Avidia Bank will pay him a severance payment equal to the greater of (i) the remaining base salary and total annual bonus opportunity (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received during the remaining term of the employment agreement or (ii) two times (in the case of Mr. Cozzone) or one times (in the case of Mr. Nelson) the sum of his base salary and the average annual incentive bonus for the three most recently completed calendar years before the date of termination. In addition, the executive will be reimbursed for his monthly COBRA premium payments for the greater of the term of the agreement or 18 months. If a qualifying termination event occurs during the term of the agreement on or within two years following a change in control of Avidia Bancorp or Avidia Bank, the executive would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times (in the case of Mr. Cozzone) or two times (in the case of Mr. Nelson) the sum of (i) his base salary in effect as of the date of termination (or during the three preceding years, if higher) and (ii) average annual total incentive bonus earned by him for the three most recently completed calendar years before the change in control (or, if greater, the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity). In addition, he would receive a lump sum payment equal to the value of 36 (in the case of Mr. Cozzone) or 24 (in the case of Mr. Nelson) months' health care cost (based on the cost of COBRA premium payments). The term “good reason” includes (i) a material reduction in base salary and/or aggregate incentive compensation opportunities (unless the reduction is part of a non-discriminatory reduction applicable to all executive officers), (ii) a material reduction in authority, duties or responsibilities, (iii) the failure to re-appoint the executive to his executive position or the failure to nominate and recommend his election to Avidia Bancorp’s board of directors or to appoint or nominate and elect him to Avidia Bank’s board of directors, (iv) a relocation of the executive’s principal place of employment by more than 20 miles, or (v) a material breach of the employment agreement by Avidia Bank. The employment agreement terminates upon the executive’s death or disability. Upon termination of employment (other than a termination in connection with a change in control), the executive will be required to adhere to 6-month non-competition (other than in connection with a termination without cause or a resignation for good reason) and 1-year non-solicitation restrictions set forth in the employment agreement. The non-competition and non-solicitation covenants apply following a change in control for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed one year. If payments and benefits provided to the executive become subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and after considering the value of the non-competition and non-solicitation covenants, the payments will be reduced if the reduction would leave him financially better off on an after-tax basis than if he received the entire payment and was obligated to pay the excise tax under Section 4999 of the Code.

  13. Summary Compensation Table

    Change in Control Agreements. Avidia Bank has entered into change in control agreements with certain executives, including Mr. Murphy, which became effective as of the effective date of the mutual-to-stock conversion of the former Assabet Valley Bancorp and the Company’s related conversion stock offering. The change in control agreement with Mr. Murphy has an initial term of 12 months. Each year, the term of the change in control agreements automatically will extend for an additional 12 months, so that the term is again 12 months, unless either party gives at least 60 days written notice of non-renewal to the other. If Avidia Bank or Avidia Bancorp enters into an agreement to effect a change in control, the term of the agreement will automatically renew for 12 months from the effective date of the change in control. If the executive’s employment involuntary terminates for reasons other than cause, or if the executive resigns for “good reason,” in either case following a change in control and during the term of the agreement, the executive will receive a severance payment, paid in a single lump sum, equal to one time the sum of the executive’s base salary and the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity. In addition, if the executive elects COBRA coverage, the executive will be reimbursed for the monthly COBRA premium payments for up to 12 months. For purposes of the change in control agreement, the term “good reason” includes (i) the assignment to the executive by Avidia Bank of any duties which are materially inconsistent with the executive’s positions, duties, responsibilities, and status immediately before a change in control, or a material change in the executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately before the change in control, or any removal of the executive from or any failure to re-elect the executive to any of his responsibilities, titles or offices (other than in connection with a termination without cause or a resignation for good reason), (ii) a reduction in the executive’s base salary or bonus/incentive award opportunity under Avidia Bank’s (or its successor’s) incentive compensation plans or arrangements as in effect immediately before the date of the change in control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the executive as in effect immediately before the date of the change in control, (iii) a change in the executive’s principal place of employment by a distance in excess of 25 miles from its location immediately before the change in control, or (iv) the failure of the successor to assume and honor the change in control agreement. With respect to payments and benefits made or provided in connection with a change in control, if the payments and benefits constitute an excess parachute payment, then the payments and benefits will be reduced to an amount that is one dollar less than three times the executive’s “base amount” (as that term is defined for Section 280G of the Code) if doing so would result in a higher after-tax benefit to the executive than the executive receiving all of the payments and benefits and paying any income and excise taxes on those amounts. Defined Contribution Plan for Mr. Cozzone. Avidia Bank sponsors the Defined Contribution Plan for Mr. Cozzone (the “Defined Contribution Plan”). Under the Defined Contribution Plan, Avidia Bank may credit amounts to his deferral account. While Avidia Bank is not obligated to make contributions to the Defined Contribution Plan, it generally makes contributions in an amount to provide Mr. Cozzone with a retirement benefit equal to 70% of his Final Average Compensation (as defined below), offset by (i) his 401(k) Plan account balance attributable to employer matching contributions as of his separation from service and (ii) his Social Security benefit at age 65 derived from Avidia Bank’s contributions to his Social Security benefit. The Defined Contribution Plan defines Mr. Cozzone’s Final Average Compensation as the average of the three highest years of his annual base salary and bonus over the five consecutive years immediately preceding his separation from service. Each year, Avidia Bank credits interest to Mr. Cozzone’s deferral account at a rate of four percent. Mr. Cozzone becomes vested in the benefit under Defined Contribution Plan over 10 years beginning on January 1, 2023. He is zero percent vested over the first five years of service and then becomes vested at the rate of 20% per year over the next five years. He will become 100% vested in his benefit upon his death, disability or a change in control. The vested benefit will be distributed to him in a lump sum following his separation from service upon the later of his separation from service and attaining age 65. However, if he separates from service between the ages of 62 and 65, the benefit will be distributed within 90 days following his separation from service. If Mr. Cozzone dies, the benefit will be distributed to his beneficiary within 90 days of the date of his death. In the event of Mr. Cozzone’s involuntary separation from service by Avidia Bank within two years following a change in control, the lump sum benefit will be paid within 90 days following his separation from service. Supplemental Executive Retirement Agreements. Avidia Bank is a party to certain Supplemental Executive Retirement Agreements (SERPs), including with Mr. Murphy. Under the SERPs, the executives are entitled to a retirement benefit upon their separation from service other than for cause. Upon their separation from service at or after attaining age of 65 (not within two years following a change in control), the executives are entitled to a lump sum benefit. The lump sum benefit is $2,028,268 for Mr. Murphy. If the executive separates from service before age 65, the executive will receive a reduced lump sum benefit based on the vesting schedule set forth in the executive’s agreement. Mr. Murphy is currently 88% vested in his benefit. Each executive will become fully vested in his or her benefit upon (i) his or her disability or death, (ii) his or her termination by Avidia Bank other than for cause, or (iii) his or her resignation following a material breach of the agreement. If the executive separates from service within two years following a change in control due to his or her termination by Avidia Bank (other than for cause) or due to his or her resignation for good reason, the executive will be entitled to a lump sum payment of the full retirement benefit. The SERPs define “good reason” as (i) a material breach of the agreement, or the following if they occur within two years following a change in control, (ii) a reduction in the executive’s annual base salary (other than certain across-the-board salary reductions), (iii) a significant diminution in the executive's responsibilities, authorities, powers, functions or duties, or (iv) a relocation of 40 miles or more. If the executives become disabled, the benefits under the SERPs will be paid within 10 days following the executive’s attainment of age 65. If the executive dies, the benefit will be paid within 60 days of the executive’s date of death. In addition, if the executive dies after receiving a benefit, the executive’s beneficiary will receive a death benefit of $25,000.

  14. Summary Compensation Table

    Annual Bonus Plan. Avidia Bank maintains an Annual Bonus Plan for employees, including the named executive officers. Employees must be employed on October 1st of the performance year to be eligible to receive an award under the plan. Employees hired between January 1stand October 1st of the plan year are eligible to receive a pro rata portion of an award. For awards to be paid under the plan, Avidia Bank must achieve its threshold level of performance, which was based on net operating income in 2025. If that level is achieved, net operating income is weighted 50% and other performance measures (return on average assets, return on average equity and non-performing assets as a percent of assets) are collectively weighted 50%. Employees with titles of Vice President or greater also have individual performance measures that, if achieved, allow them to earn awards up to 150% of target. Employees must generally be employed on the payment date to receive payment of the award. However, employees who retire as of December 31st of the performance year may receive a payment of an award even though they are not employed on the payment date. Long-Term Incentive Plan. Before 2025, Avidia Bank sponsored the Avidia Bank Long Term Incentive Plan (the “LTIP”) for select employees, including the named executive officers and members of Avidia Bank’s board of directors). The LTIP consisted of grants of phantom stock units indexed to Avidia Bank’s Tier 1 Capital. Participants received a grant under the LTIP each year based on Avidia Bank’s performance. A participant’s annual award was paid (based on the increase in Tier 1 Capital) as the awards became vested. Awards vested over a period of four years after the awards were granted. Avidia Bank amended and terminated the prior LTIP in 2025. Vesting of all prior phantom stock grants were accelerated and paid out at targeted levels in April 2025, and no additional grants were made in 2025. 401(k) Plan. Avidia Bank maintains a tax-qualified defined contribution plan under which eligible employees may elect to defer a portion of their compensation and receive certain employer contributions (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Avidia Bank. Eligible employees who are at least 18 years of age generally become participants in the 401(k) Plan after they have been employed for one month. A 401(k) Plan participant may elect to defer a portion of their eligible compensation. For 2026, the salary deferral contribution limit is $24,500; provided, however, that a participant over age 50 may contribute an additional amount to the 401(k) Plan. In addition to salary deferral contributions, Avidia Bank makes matching contributions on behalf of participants who make elective deferrals under the 401(k) Plan. A participant is immediately 100% vested in his or her salary deferral contributions and matching contributions. Employee Stock Ownership Plan. Avidia Bank has adopted an employee stock ownership plan (the “ESOP”) for eligible employees. The named executive officers are eligible to participate in the ESOP on the same terms as other eligible employees. The ESOP trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares are released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants’ accounts based on each participant’s proportional share of compensation relative to all participants. A participant becomes fully vested in his or her account balance after completing three years of service with Avidia Bank. Participants who have not completed three years of service will not have any vested interest in the ESOP. Participants also will automatically become fully vested upon attaining their normal retirement age (age 65), death or disability, a change in control, or termination of the ESOP. Generally, participants will receive distributions from the ESOP upon terminating employment according to the terms of the plan document. The ESOP reallocates any unvested shares forfeited upon a participant’s termination of employment among the remaining participants.

  15. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 There were no equity awards outstanding to any of the named executive officers as of December 31, 2025.

  16. Other Information Relating to Directors and Executive Officers

    Other Information Relating to Directors and Executive Officers