UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

PROVIDENT FINANCIAL SERVICES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

		239 Washington Street Jersey City, New Jersey 07302

Dear Fellow Stockholder:

I am pleased to invite you to participate in the 2024 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, April 25, 2024, at 10:00 a.m., local time. Information on how you can participate in the virtual Annual Meeting can be found on page 78 of the proxy statement.

At our Annual Meeting you will be asked to elect four directors, approve on an advisory (non-binding) basis the compensation paid to our named executive officers, approve the 2024 Long-Term Equity Incentive Plan, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Your vote is very important regardless of the number of shares you own. Whether or not you plan to participate in the Annual Meeting, I encourage you to promptly submit your vote by Internet, telephone, or mail, as applicable, to ensure that your shares are represented at our Annual Meeting.

On behalf of the board of directors, officers, and employees of Provident Financial Services, Inc., we thank you for your continued support.

Sincerely,

Christopher Martin

Executive Chairman

March 15, 2024

Notice of 

Annual Meeting
of Stockholders

Virtual Meeting Information

THURSDAY, APRIL 25, 2024

10:00 a.m., Eastern Standard Time

www.virtualshareholdermeeting.com/PFS2024

Review your proxy statement and vote in one of four ways:
INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	DURING THE ANNUAL MEETING www.virtualshareholdermeeting.com/PFS2024
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.

Internet Availability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders via the Internet. As a result, beginning on or about March 15, 2024, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, via the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Stockholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Proxy Card, and Annual Report to Stockholders are enclosed.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

Important Notice Regarding the Availability of Proxy Materials
for the 2024 Annual Meeting of Stockholders to be Held in a Virtual Format on April 25, 2024.

Our Proxy Statement and 2023 Annual Report to Stockholders are available
at www.proxyvote.com.

Proposal 1 Election of Directors

General

The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of eleven members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified.

Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Ursuline F. Foley, Christopher Martin, Robert McNerney, and John Pugliese for election as directors at the Annual Meeting.

All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and each nominee was previously elected by our stockholders. No arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees.

Each of the nominees has consented to be named a nominee. In the event that any nominee is unable to serve as a director, the persons named as proxies will vote with respect to a substitute nominee designated by our current board of directors. At this time, we know of no reason why any of the nominees would be unable or would decline to serve, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

Board of Directors

Our board of directors is comprised of individuals with considerable and varied business experiences, backgrounds, skills, and qualifications. Collectively, they have a strong knowledge of our company’s business, strategy, and markets and are committed to enhancing long-term stockholder value.

Our Governance/Nominating Committee is responsible for identifying and selecting director candidates whose skills meet the evolving needs of our board of directors. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria weighed by the Governance/Nominating Committee in the director identification and selection process include the relevance of a candidate’s experience to our business, enhancement of the diversity of perspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.

While the Governance/Nominating Committee does not have a formal policy regarding diversity, when assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 18% of our directors are women and 9% designate themselves as racially or ethnically diverse.

The age and business experience of each of our nominees for election as directors, and our incumbent directors, and directorships held by them with other public companies during the past five years, as well as their qualifications, attributes and skills that led our board of directors to conclude that each such person should serve as a director are as follows:

Nominees:

URSULINE F. FOLEY
Age 63	INDEPENDENT   Director since: 2019   Term Expires: 2024   Committees:   •   Risk   •   Technology	Biography: Ms. Foley has over 30 years of global experience in financial services and technology, having most recently served as Chief Corporate Operations Officer, Chief Information Officer, Chief Data Officer, and Managing Director with XL Group. Ms. Foley is a member of the board of directors of Greenlight Re, a global specialty property and casualty reinsurer, and serves on a private European board (DOCOsoft), which provides claims management services to Lloyds Syndicates. She also serves on several not-for-profit and advisory boards, including the Connecticut Chapter of the National Association of Corporate Directors and the PACE Seidenberg University Cyber Security Board. Ms. Foley’s extensive global experience in financial services, technology, cyber risk, and data security strengthens our board’s breadth of talent and depth of knowledge.

CHRISTOPHER MARTIN
Age 67	EXECUTIVE CHAIRMAN   Director since: 2005   Term Expires: 2024	Biography: Mr. Martin has served as Executive Chairman since January 2022. Prior to that time he served as Chief Executive Officer of Provident and Provident Bank since August 2020. He previously served as Chief Executive Officer and President since September 2009. He serves on the board of directors of the Federal Home Loan Bank of New York and previously served on the board of directors of the New Jersey Bankers Association. He also serves on the board of trustees and executive committee of Elon University. Mr. Martin’s extensive executive leadership and banking experience and his knowledge of financial markets and investments enhance the breadth of experience of our board of directors.

ROBERT MCNERNEY
Age 65	INDEPENDENT   Director since: 2020   Term Expires: 2024   Committees:   •   Risk	Biography: Mr. McNerney is the owner of a real estate company, McNerney & Associates, Inc., which provides appraisal, management, brokerage and development services throughout northern New Jersey and New York. He is a licensed appraiser and real estate broker in New Jersey and New York, and holds an MAI and SRA designation from the Appraisal Institute. He holds a CRE designation from the Counselors of Real Estate, which is awarded to individuals nominated by their peers who possess broad experience in the commercial real estate business. Mr. McNerney’s broad experience in the real estate markets and as a business owner provides the company valuable strategic insight.

JOHN PUGLIESE
Age 64	INDEPENDENT LEAD DIRECTOR   Director since: 2014   Term Expires: 2024   Committees:   •   Governance/ Nominating   •   Technology	Biography: Mr. Pugliese previously served as Chief Executive Officer of Motor Management Corporation. Prior to that, he served as EVP and Head of Retail Banking for the Bank of New York Mellon. Mr. Pugliese is a member of the board of directors of Computershare Trust Company, NA and a former member of the board of trustees of St. Peter’s Prep. He formerly served as Chairman of the board of directors of Buzz Points (formerly Fisoc, Inc.), and as a member of the board of directors of Vertose Company, Ltd. He previously served as Chairman of the Better Business Bureau of Metropolitan New York, and as Chairman of Team Capital Bank, as well as on the Board of Regents of St. Peter’s University. Mr. Pugliese’s extensive banking and management experience and knowledge of the retail credit markets enhances the overall experience and qualifications of our board of directors.

Incumbent Directors:

JAMES P. DUNIGAN
Age 71	INDEPENDENT   Director since: 2018   Term Expires: 2025   Committees:   •   Compensation and Human Capital   •   Governance/ Nominating   •   Risk	Biography: Mr. Dunigan has over 30 years of financial services and investment industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is a member of the board of directors of the Philadelphia Chapter of the National Association of Corporate Directors and is Chair of the board of trustees of Founding Forward (formerly the Legacy Foundation of the Union League of Philadelphia). His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors.

FRANK L. FEKETE
Age 72	INDEPENDENT   Director since: 2003(1)   Term Expires: 2025   Committees:   •   Audit   •   Governance/ Nominating	Biography: Mr. Fekete is a certified public accountant and the Managing Partner of the accounting firm of Mandel, Fekete & Bloom, CPAs, located in Jersey City, New Jersey. He serves as chairman of the board of trustees of the Hackensack Meridian Health Network, as member of the board of trustees of John Cabot University in Rome, Italy, and formerly served as chair of the board of trustees of St. Peter’s University. He has over 40 years of public accounting experience, including supervision of audits of public companies. His experience benefits our board of directors in its oversight of audit, financial reporting and disclosure issues, and Mr. Fekete qualifies as an Audit Committee financial expert.

TERENCE GALLAGHER
Age 68	INDEPENDENT   Director since: 2010   Term Expires: 2026   Committees:   •   Audit   •   Compensation and Human Capital   •   Technology	Biography: Mr. Gallagher is President of Battalia Winston, a national executive search firm headquartered in New York, New York. He has served on the Americas Board for the Association of Executive Search Consulting Firms and the Advisory Committee for the New Jersey Chapter of the National Association of Corporate Directors. Mr. Gallagher’s considerable background in human capital management, management succession planning, executive recruitment and retention, and executive compensation provides valuable experience to our board of directors.

MATTHEW K. HARDING
Age 60	INDEPENDENT   Director since: 2013   Term Expires: 2025   Committees:   •   Compensation and Human Capital   •   Governance/ Nominating   •   Technology	Biography: Mr. Harding is Chief Executive Officer and a member of the board of directors of Levin Management Corporation, a leading retail real estate services firm. Mr. Harding serves as Vice President of The Philip and Janice Levin Foundation and as a member of the board of trustees of the Gill St. Bernard’s School. Mr. Harding’s experience provides our board of directors with a comprehensive understanding of the real estate markets from both a competitive and a credit risk perspective.

ANTHONY J. LABOZZETTA
Age 60	PRESIDENT & CEO   Director since: 2020   Term Expires: 2025	Biography: Mr. Labozzetta has been President and Chief Executive Officer of Provident and Provident Bank since January 2022. Prior to that time he served as President and Chief Operating Officer of Provident and Provident Bank since August 2020. He was previously President and Chief Executive Officer of SB One Bancorp and SB One Bank since January 2010 and was formerly Executive Vice President of TD Bank from 2006 to 2010. Prior to his banking career, he was a certified public accountant with Deloitte LLP. Mr. Labozzetta’s over 30-year banking experience brings executive leadership experience and an extensive and diverse knowledge of the banking business to our board of directors.

EDWARD J. LEPPERT
Age 63	INDEPENDENT   Director since: 2020   Term Expires: 2026   Committees:   •   Audit   •   Compensation and Human Capital	Biography: Mr. Leppert is a certified public accountant and founder of Leppert Group LLC, and has been in public practice since 1986. He was formerly Chairman of the Board of both SB One Bancorp and SB One Bank. His experience with audit, financial reporting, and disclosure and Environmental, Social and Governance issues, as well as his knowledge of the customers and communities in the northern New Jersey marketplace are beneficial to the board of directors. Mr. Leppert qualifies as an Audit Committee financial expert.

NADINE LESLIE
Age 61	INDEPENDENT   Director since: 2021   Term Expires: 2026   Committees:   •   Audit   •   Risk	Biography: Ms. Leslie is the President and Chief Executive Officer of Middlesex Water Company. She previously served as Chief Executive Officer of SUEZ North America, an American water service company. Ms. Leslie serves on the board of trustees of Hackensack Meridian Health Network, the board of directors of Montclair State University Foundation, the board of directors of Seven Seas Water Group, and has served as a strategic consultant for T&M Associates, a civil engineering firm. Ms. Leslie’s extensive industry experience leading a regulated organization with vast operations and multiple business units strengthens our board’s breadth of talent and depth of knowledge.

Executive Officers

The age and business experience of Provident’s executive officers who are not directors are as follows:

James A. Christy

Age 56

Mr. Christy has been Executive Vice President and Chief Risk Officer of Provident Bank since February 2018, and prior to that time he was Senior Vice President and Chief Risk Officer since January 2012.

Adriano M. Duarte

Age 52

Mr. Duarte was appointed to the role of Executive Vice President and Chief Accounting Officer of Provident Bank in April 2023, and was formerly Senior Vice President and Controller of Provident Bank since January 2021.

Vito Giannola

Age 47

Mr. Giannola has been Executive Vice President – Chief Retail Banking Officer since August 2020. Prior to that time, he was Senior Executive Vice President and Chief Banking Officer of SB One Bank since March 2018.

Brian Giovinazzi

Age 69

Mr. Giovinazzi has been Executive Vice President and Chief Credit Officer of Provident Bank since December 2008.

John Kuntz

Age 68

Mr. Kuntz has been Senior Executive Vice President of Provident since August 2023, and Senior Executive Vice President and Chief Administrative Officer of Provident Bank since January 2019. Prior to that time, he was Senior Executive Vice President, General Counsel, and Corporate Secretary of Provident and Executive Vice President and Chief Administrative Officer of Provident Bank since January 2011.

George Lista

Age 64

Mr. Lista has been President and Chief Executive Officer of Provident Protection Plus, Inc. (formerly SB One Insurance Agency, Inc.), a wholly owned subsidiary of Provident Bank, since 2001. Mr. Lista has over 35 years of experience in the insurance industry.

Thomas M. Lyons

Age 59

Mr. Lyons has been Senior Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2019, and prior to that time, he was Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2011.

Bennett MacDougall

Age 52

Mr. MacDougall has been Executive Vice President, General Counsel, and Corporate Secretary of Provident since August 2023. Prior to that time, he was Senior Vice President and General Counsel of Provident and Provident Bank, General Counsel of Beacon Trust, and Deputy General Counsel of Provident Financial Services, Inc. since August 2021.

Valerie O. Murray

Age 49

Ms. Murray has been President of Beacon Trust Company, a wholly-owned subsidiary of Provident Bank, since February 2017, and Executive Vice President and Chief Wealth Management Officer of Provident Bank since January 2019. Prior to that time, she was Senior Vice President and Chief Wealth Management Officer of Provident Bank since February 2017. She previously served as Chief Operating Officer of Beacon Trust Company since January 2016.

Carolyn Powell

Age 58

Ms. Powell has been Executive Vice President and Chief Human Resources Officer since March 2020. She previously served as Vice President, Human Resources for Conduent, a leading business services and solutions company since 2017. Prior to that time, she was a Director of Human Resources with Horizon Blue Cross Blue Shield of New Jersey.

Walter Sierotko

Age 60

Mr. Sierotko has been Executive Vice President – Chief Lending Officer since April 2020, and prior to that time was Executive Vice President – Commercial Real Estate since November 2015. He previously held positions with Wells Fargo, Bank of New York, and HSBC.

Ravi Vakacherla

Age 51

Mr. Vakacherla has been Executive Vice President, Chief Digital and Innovation Officer since July 2022. Prior to that time, he was Executive Vice President, Chief Transformation Officer with People’s United Bank.

Environmental, Social and Governance (“ESG”) Matters

Our board of directors and management are committed to maintaining sound corporate governance principles and the highest standards of ethical conduct. The board’s main responsibility is the oversight of the company’s management team, and the board has taken measures to ensure that the board’s composition, organization, and operation are designed to deliver strong performance for the company’s stockholders. We are in compliance with all applicable corporate governance laws and regulations.

Our company is keenly aware of its responsibilities as a good corporate citizen to all of its stakeholders: its stockholders, customers, employees, and the communities we serve and in which we live and work. Among these responsibilities are the maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance protocols, an ongoing focus on diversity and inclusion in our employment practices, and a recognition of the long-term benefits associated with reliance on sustainable resources in the operation of our branch banking offices and support locations. Provident is also cognizant of the challenges posed by the transition to a lower-carbon economy, and the potential impact of climate change on our business and our customers.

Our Governance/Nominating Committee oversees the company’s ESG efforts. The Compensation and Human Capital and Risk Committees also play a critical role in the oversight of elements of our ESG strategies.

The company formed its ESG Committee in 2021, which is led by our General Counsel, and consists of senior representatives from the business as well as control functions. The aim of the ESG Committee is to provide guidance to the organization with respect to industry best practices, emerging regulatory and corporate governance developments, and to better inform investors, customers, employees, and stakeholders of the company’s commitment to ESG. The ESG Committee reports regularly to the Governance/Nominating Committee, the President and Chief Executive Officer, and the executive leadership team, regarding the work of the Committee and the progress it has made in building and implementing the ESG program.

SOCIAL RESPONSIBILITY

 

Employee Experience

Attracting Top Talent

Provident has 1,114 full-time and 34 part-time employees. As part of our ongoing efforts to attract qualified, motivated, and diverse employees, Provident has adopted best-in-class practices so that underrepresented talent is consistently presented to hiring managers. We have expanded our recruitment reach to include additional local colleges, universities, and career fairs. We have also enhanced the employee onboarding process through automation and streamlined manager and employee tools. Provident tracks the employee-onboarding life cycle and partners with leaders to attract candidates who will be a good cultural fit for Provident.

Talent Review, Development and Succession Planning

Provident leadership engages in development discussions with employees to better clarify career paths, shares general feedback, and creates plans to help employees reach their career aspirations and achieve performance goals. Provident works with its leaders to help identify and cultivate employees that exhibit the guiding principles all future Provident leaders should exemplify. We also continually evaluate succession plans to ensure smooth continuity of leadership.

Leadership Development Programs

We recognize that strategic leadership development training provides an opportunity for first-level supervisors up to executive leaders to learn key skills that translate into successful business results. People leaders are offered a combination of instructor-led and web-based training on a variety of topics including communication, performance management, and talent management for leaders and future leaders. In 2023, members of the Employee Experience Committee completed a yearlong pilot of the Provident LEAD program, a leadership development program for high potential senior management in support of management succession planning.

Internship Programs

Provident offers internship opportunities to students seeking a career in financial services. In 2023, we provided internship opportunities for 26 college students. During the ten-week internship program, students had the opportunity to work in various lines of business across the company. Interns benefited from training, coaching, mentoring, and interacting with executive leaders. Also, in 2023, in continued partnership with INROADS, we reinforced the Bank’s commitment to diversity and inclusion. The partnership with INROADS offers internship opportunities to college students. INROADS is a leader in advancing underserved youth in corporate America. They offer talented, underrepresented youth a pathway from high school to college and throughout their career that helps to close opportunity and wealth gaps.

Employee Recognition Programs

The R.O.C. (Recognizing Outstanding Commitment) Awards Program is the company’s internal award program created to acknowledge and reward employees for exhibiting behaviors that support the mission, goals, values, initiatives, and Guiding Principles of our organization when interacting with internal and external customers. We recognize and reward several amazing employees every month who consistently go above and beyond in their day-to-day contribution to our organization.

Volunteer Programs

“Commit to Care” is an employee engagement program that provides employees of the company with opportunities to contribute their unique talents, skills, and knowledge toward improving their communities. Through education, volunteerism, and meaningful engagement, participants aspire to bring about positive change. The company provides paid time off for volunteering that takes place during business hours. As part of the company’s benefits package, employees may donate up to 15 hours per year toward a charitable, civic, or school organization.

In 2023, our employees recorded over 1,000 volunteer hours donated to more than 80 organizations in New Jersey, New York, and Pennsylvania. A special volunteer service day was also held for the 2023 Summer Interns in support of Children’s Specialized Hospital in New Brunswick, NJ.

Employee Well Being and Benefits

Work-Life Integration Programs

Rather than drawing a line between work-life and personal life, we strive to provide employees with viable options that include volunteer time, paid vacation time, and leave entitlements. Employees can also work with their managers to engage in several alternative work schedules based on the functions they perform. Options include some remote or hybrid work. As a company with strong ties to the community, we wholly support employees taking time to give back and encourage a healthy balance of vacation utilization so employees can take care of themselves, their families, and create meaningful contributions when they are at work.

Financial Well-Being

We believe that employees should share in the financial success of the company. One way we accomplish this is through company support of retirement preparation. In 2023, new employees were eligible for a cash 401(k) profit-sharing contribution while employees hired prior to December 31, 2022, were eligible to participate in the Employee Stock Ownership Plan (“ESOP”), which enables employees to accumulate shares of the company’s common stock. The profit-sharing and ESOP contributions are 100% funded by the company. In addition, to further assist employees with retirement planning, our 401(k) plan has a 25% company match on the first 6% of eligible compensation deferred.

The company also provides full-time employees with life insurance coverage to provide financial security for their families.

We believe pursuit of secondary education is a means for employees to build their financial futures. Provident EDYOU assists employees with tuition and student loan repayments. After three months of employment, employees can receive advance disbursement of up to $437.50 per credit up to 12 credits per year (maximum of $5,250 per year for up to four years) for undergraduate courses leading to an associate or bachelor’s degree. The graduate degree program offers reimbursement of up to $437.50 per credit up to 12 credits per year (maximum of $5,250 per year for up to three years) for courses leading to an MBA or Master’s business-related degree. Additionally, employees can benefit from our Student Loan Paydown Program, which assists with outstanding education debt. This program offers eligible employees the option to receive $100 per month, for up to 60 months (maximum contribution of $6,000) toward the repayment of student loans.

Employees may also be eligible to receive continuing education assistance and, for certain functions, the option to increase their base salary after the completion of professional certification programs.

Physical and Emotional Well-Being

In addition to our robust health and wellness benefits that include annual employer contributions to health savings accounts, we promote physical and emotional well-being through our Discover Wellness program. Discover Wellness focuses on engagement and awareness-based programs, combining both educational seminars and physical activities to promote healthy behaviors. In recognition of our on-going commitment to creating a healthier workplace for our employees, our Discover Wellness program was again recognized as a gold award winner in Aetna’s Workplace Well-being Award program.

Employees can also engage with the company-sponsored Employee Assistance Program for mental health and legal assistance, using both telephonic and chat options.

ProvidentWomen

The ProvidentWomen program is committed to providing the resources to allow all women in the company the opportunity to grow personally and professionally through education, networking events, and volunteer opportunities in an environment of inclusion and acceptance. In 2023, ProvidentWomen hosted programs that equaled over 1000 employee hours. The program provided webinars, including a summer series focused on ambitious women in the company and new female leaders.

In addition, ProvidentWomen hosted its first conference for women, the “H.E.R. (Helping Entrepreneurs Rise) Conference” session. The conference comprised of inspiring business leaders within the company, as well as local entrepreneurs and community partners for a session of education and empowerment. The Conference included conversations with entrepreneurs, business marketing, cybersecurity, and government-sponsored programs. This well-attended conference helped to promote the services offered by the local Chambers of Commerce.

NJBIZ recognized our company as one of its inaugural 2023 Empowering Woman honorees. The NJBIZ Empowering Women program was created to recognize companies and organizations that have shown a strong commitment to supporting and elevating women in New Jersey.

Provident Salutes

The Provident Salutes employee resource group (ERG), led by our very own proud veterans, celebrated its one-year anniversary in 2023. The mission of Provident Salutes is to embrace the proud community of employee veterans, military family members, and military advocates, while providing a platform for education and support for veterans in the workplace. In addition, the ERG was launched to develop and recommend programs to enrich veterans’ experiences, increase awareness of veterans’ contributions, expand Provident’s reach with veteran and military organizations in the community, and provide networking opportunities with veterans across the organization.

In 2023 Provident Salutes led three volunteer events at the NJ State Veterans Homes and participated in a flag retirement ceremony and BBQ for the residents of the Paramus Veterans Home. Staying true to the mission of embracing the veteran community, Provident Salutes has shown support to various organizations including The NJ State Veterans Chamber of Commerce’s Annual Disabled Veteran & Veteran Business

Summit. This supplier diversity event gave our veteran employees the opportunity to discuss access to capital with veteran business owners. Additional partnerships included Wyckoff Family YMCA Roll Call for Veterans and Salute to our Veterans, the Sussex Elks Lodge Remembering Our Fallen Memorial, and the Knights of Columbus Bring Home a Hero initiative.

Diversity, Equity, and Inclusion

Our Commitment to Diversity, Equity, and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences, and resources that better reflect the customers and communities we serve. We are proud of our diverse workforce, including the fact that women hold approximately 61% of all managerial positions. As part of our ongoing commitment to enhance the employee experience and promote diversity, equity, and inclusion initiatives, we continue to develop initiatives that embrace diverse perspectives and further create an environment of inclusion and belonging.

Diversity is a thread throughout our culture, employee experience initiatives and our community. We have implemented multiple programs and initiatives including launching diversity education for all employees designed to promote a work environment in which employees can work effectively with others, regardless of their background. Our Summer Intern Program recruitment had an emphasis on a broader applicant base, in partnership with INROADS and local universities and colleges, resulting in an intern class that was over 60% diverse students.

In 2023, Provident’s HR and Diversity Business Partner received the “DEI Champion Award” from the National Diversity Council. The award honors professionals who are passionate about making an impact in the field of diversity and inclusion.

Building a High Performing Culture

We have consistently described the fundamental values and strategies we use to grow our business. Adhering to these beliefs allows us to drive organic growth and manage our balance sheet in a safe and sound manner. Our performance and accomplishments are driven by our commitment to our employees, customers, communities, and stockholders. Fostering a high-performing culture enables us to stay ahead of our customers’ needs. We challenge our teams to be critical thinkers, problem solvers, and innovators. A vibrant culture also requires empathy and respect. Simply stated, our brand promise defines our relationships with our stakeholders and partners.

Elevating the Employee Experience

Ultimately, our people are the foundation of our success. Our employees have dedicated themselves to the pursuit of excellence by adopting our Guiding Principles and living our values every day. They are the ones who serve our customers and communities, execute our strategy, assess opportunities, manage risk, and drive innovation to enable us to build for the future.

Financial Literacy Efforts

EverFi

The company has partnered with global education technology leader EverFi to provide financial literacy programs to high schools within the communities we serve. Through the partnership, we were able to offer free access to over 20 digital courses in a wide variety of subjects to students in grades K through 12.

Financial Wellness Center

The company provides this online resource to provide visitors with an engaging learning experience relating to critical personal financial topics, such as building emergency savings, mortgage education and retirement planning.

We take seriously our commitment to integrate environmentally conscious considerations into our business strategy and institutional values. We know that advancements toward becoming a more sustainable enterprise tend to be incremental rather than sweeping, but we are confident that the introduction of practices to reduce our carbon footprint will enable us to grow our business in a responsible and sustainable way. We are exploring different ways in which we might lower or mitigate the effects of our business and operations on the climate.

The ESG Committee will continue to assess opportunities to grow the business responsibly. We have endeavored to reduce our carbon footprint at our administrative and operations headquarters, and throughout our network of 94 branch offices located throughout New Jersey, New York, and Pennsylvania. Our efforts to date have focused mainly on recycling and waste reduction to reduce our overall impact on the climate. We continue to assess ways in which we can further lower our carbon emissions. The following reflects estimated environmental benefits of our shredding and recycling programs for 2023⁽¹⁾.

In an effort to reduce our emissions, our company has secured Green-e Certified Renewable Energy Certificates (“RECs”) to offset 100% of our directly contracted projected electricity load from January 1, 2022 through December 31, 2024. In total, we have secured 7,465 RECs, which displaces 7,465,000 kWh of electricity, equivalent to removing an estimated 595,287 gallons of gasoline consumed.

Board Composition and Skills

The following matrix provides information regarding members of our board of directors, including certain types of knowledge, skills, experiences, and attributes possessed by one or more of them which our board has determined to be relevant to our business and structure. The matrix does not include all of the knowledge, skills, experiences, or attributes of our directors, and the fact that a particular skill is not listed does not mean that a director does not possess the skill. In addition, the lack of a particular knowledge, skill, experience, or attribute with respect to any of our directors does not mean the director is unable to contribute to the decision-making process in that area. The degree and type of knowledge, skills, and experience listed below may vary among the board members.

SKILLS

DIRECTORS

Audit/ Financial

Commercial Real Estate Knowledge

Environmental, Social & Governance

Executive Experience

Industry Knowledge

Risk

Technology/ Cyber

James P. Dunigan

Frank L. Fekete

Ursuline F. Foley

Terence Gallagher

Matthew K. Harding

Anthony J. Labozzetta

Edward J. Leppert

Nadine Leslie

Christopher Martin

Robert McNerney

John Pugliese

Board Leadership Structure

Our board of directors believes that having an Executive Chairman, together with the appointment of an independent Lead Director, is the appropriate board leadership structure for our company. John Pugliese currently serves as the Lead Director. Christopher Martin serves as our Executive Chairman. Our board of directors has determined that the Executive Chairman, working with the President and Chief Executive Officer, is most knowledgeable about our business and corporate strategy, and is in the best position to lead the board of directors, especially in relation to its oversight of corporate strategy formation and execution. Management accountability and our board’s independence from management are best served by maintaining a super majority of independent directors, electing an independent Lead Director, and maintaining standing board committees that are comprised of independent leadership and members. The Lead Director plays an important role on our board of directors and has the following responsibilities:

Corporate Governance

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2023. There are five standing committees of the board of directors: the Audit, Compensation and Human Capital, Governance/Nominating, Risk, and Technology Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law.

All directors attended no fewer than 75% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2023. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended no fewer than 75% of the aggregated total number of meetings in 2023. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 27, 2023 participated in the meeting which was a virtual only meeting.

The five standing committees are described in greater detail below, including the names of the committee chairs and the directors currently serving on the committees, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2023.

The following are some additional key features of our corporate governance practices:

COMPENSATION AND HUMAN CAPITAL COMMITTEE

GOVERNANCE/NOMINATING COMMITTEE

RISK COMMITTEE

TECHNOLOGY COMMITTEE

BOARD NOMINEE EVALUATION AND SELECTION PROCESS

Our Governance/Nominating Committee identifies nominees for director by first assessing the performance, qualifications, and skills of the current members of our board of directors willing to continue service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. A director is not eligible to be elected or appointed to the board of directors after reaching age 73.

In the case of a current member of the board of directors, prior to re-nomination an evaluation of the board member’s performance is conducted by the Governance/Nominating Committee using a written self-evaluation submitted by the current member. In addition, each other director provides input on each nominee in one-on-one interviews conducted by the Chair of the Governance/Nominating Committee, who then provides feedback to each current member considered for re-nomination based on the input received from other directors and from the Governance/Nominating Committee.

If a vacancy should exist on our board, or if the size of the board is increased, the Governance/Nominating Committee will solicit suggestions for director candidates from all board members. In addition, the Governance/Nominating Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. Persons under consideration to serve on our board of directors must have the highest personal and professional ethics and integrity.

ANNUAL BOARD AND COMMITTEE PERFORMANCE EVALUATIONS

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from each director on the functioning of the board, including the board’s committee structure and leadership, culture, process, skills, and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed by the Governance/Nominating Committee and discussed at a meeting of the board of directors. In the past the board of directors has utilized, and annually considers the use of, a third party to assist in the annual performance evaluation.

Each committee of the board of directors conducts an annual written assessment of the committee’s performance which is reviewed by the committee and reported to the Governance/Nominating Committee.

PROCEDURES FOR THE RECOMMENDATION OF DIRECTORS BY STOCKHOLDER

If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:

Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”

MAJORITY VOTING POLICY

Our board of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote.

The Governance/Nominating Committee will consider the resignation and will recommend to the board whether to accept the resignation or 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” his or her election. The board will act on the Governance/Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.

STOCKHOLDER AND INTERESTED PARTY COMMUNICATIONS WITH THE BOARD

Our stockholders and any other interested party may communicate with the board of directors, the non-management directors, the Lead Director or with any individual director by writing to the Chair of the Governance/Nominating Committee, c/o Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. A communication from a stockholder should indicate that the author is a stockholder and, if shares of our common stock are not held of record, the letter should include appropriate evidence of stock ownership.

CODE OF BUSINESS CONDUCT AND ETHICS

We have a Code of Business Conduct and Ethics that applies to each of our directors, officers, and employees, including the principal executive officer, principal financial officer, principal accounting officer, and all persons performing similar functions. Compliance with our Code is essential and promotion of its principles of honesty, integrity, and fair dealing, as well as compliance with laws and regulations, is the responsibility of each and every one of our directors, officers, and employees. Our Code of Business Conduct and Ethics is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Amendments to and waivers from our Code of Business Conduct and Ethics will also be disclosed on Provident Bank’s website.

Ethical Business Practices

Our Code of Business Conduct and Ethics outlines our shared values which challenge us to place the needs and well-being of the people we serve first. Everything we do is driven by our shared values that connect us across business units and functional areas of our business. These shared values shape our company’s culture, guiding and enabling each of us to make a positive difference for all our stakeholders. We have adopted the following Guiding Principles to assist us in our efforts:

Act with Integrity

Be Accountable

Promote Teamwork

Pursue Excellence

Build for the Future

CORPORATE GOVERNANCE PRINCIPLES

Our board of directors has adopted Corporate Governance Principles which are posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. These Corporate Governance Principles cover the general operating policies and procedures followed by our board of directors including:

The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Five executive sessions were conducted in 2023. John Pugliese, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director and another non-management director met with the Executive Chairman and the President and Chief Executive Officer to provide real time feedback from the session.

DIRECTOR INDEPENDENCE

The New York Stock Exchange rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no direct or indirect material relationship with the company. The New York Stock Exchange rules require our board of directors to consider all relevant facts and circumstances in determining the materiality of a director’s relationship with Provident and permit the board of directors to adopt and disclose standards to assist the board in making independence determinations. Accordingly, our board of directors has adopted Independence Standards to assist the board in determining whether a director has a material relationship with the company. These Independence Standards, which should be read with the New York Stock Exchange rules, are available on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

Our board of directors conducted an evaluation of director independence, based on the Independence Standards and the New York Stock Exchange rules. In connection with this review, our board of directors considered relevant facts and circumstances relating to relationships that each director and his or her immediate family members and their related interests had with Provident. In connection with its evaluation of director independence, the board considered the following relationships and transactions:

After its evaluation, our board of directors affirmatively determined that Ms. Foley, Ms. Leslie and Messrs. Dunigan, Fekete, Gallagher, Harding, Leppert, McNerney, and Pugliese are each an independent director. The board of directors determined that Messrs. Martin and Labozzetta are not independent because they serve as executive officers of Provident and Provident Bank.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Federal laws and regulations generally require that all loans or extensions of credit by Provident Bank to directors and executive officers must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Regulations also permit directors and executive officers to receive the same terms through benefit or compensation plans that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to participating employees.

As of December 31, 2023, Provident Bank had aggregate loans and loan commitments totaling $3.57 million to its executive officers or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family and none existed as of December 31, 2023.

Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships, or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independence determinations.

Our insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $245,000 to that real estate management company in 2023.

ANTI-HEDGING POLICY

Our stock trading policy prohibits our directors, officers, and employees from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. Accordingly, any hedging, derivative, or other similar transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of our common stock would affect the value of the shares of common stock owned by a director, officer, or employee, is prohibited. In addition, the policy provides that our directors, officers, and employees should avoid pledging their shares of our common stock as collateral for a margin account or loan.

STOCKHOLDER ENGAGEMENT AND FEEDBACK

Provident engages with stockholders to better understand their perspectives on topics including corporate governance, ESG strategy, and executive compensation. In 2023, we concentrated our outreach efforts on four institutional holders, which represented approximately 17.4% of our ownership as of December 31, 2023.

Audit Committee Matters

Audit Committee Report

Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

Our Audit Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

Management has primary responsibility for the internal control and financial reporting process, and for making an assessment of the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of our company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue an opinion on those financial statements, and for providing an attestation report on the company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

As part of its ongoing activities, our Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31, 2023 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 2023 and filed with the SEC. In addition, the Audit Committee approved the re-appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024, subject to the ratification of this appointment by our stockholders.

THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

Edward J. Leppert (Chair)
Frank L. Fekete
Terence Gallagher
Nadine Leslie

Compensation and Human Capital Committee Additional Matters

Compensation Committee Interlocks and Insider Participation

Messrs. Dunigan, Gallagher, Harding, Leppert, and Pugliese served as members of the Compensation Committee during all or a portion of 2023. None of these directors has ever been an officer or employee of Provident and, none of them are executive officers of any other entity where one of our executive officers serves on the compensation committee or the board of directors, or which had any transactions or relationships with us in 2023 that would require specific disclosures in this Proxy Statement under SEC rules.

Compensation Discussion and Analysis

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing Provident’s compensation programs, as well as the compensation determinations and rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers for 2023. These individuals named below are collectively referred to as our “named executive officers”:

Executive Summary

Our executive compensation program is designed to align pay with performance in a manner consistent with safe and sound business practices and sustainable financial performance, while supporting the long-term interests of our stockholders. The key features of our executive compensation program are:

Strategic Highlights

Our Compensation Committee believes that executive compensation should be linked to Provident’s overall strategic success and financial performance and the contribution of its executives to that success.

Highlights of Provident’s 2023 strategic operating and financial performance include:

Key Executive Compensation Actions

The Compensation Committee regularly reviews the components of our executive compensation program with advice from its independent compensation consultant and after giving due consideration to the most recent nonbinding stockholder advisory vote on executive compensation, which in 2023 resulted in a favorable vote of approximately 97% of the votes cast on the matter.

Highlights of key compensation actions taken in 2023 were:

Compensation Consultants

Our Compensation Committee retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”) to assist with compensation planning and analysis. FW Cook was retained by and reported directly to the Compensation Committee and did not perform any other services for Provident, Provident Bank, or their affiliates or their management. The Compensation Committee periodically meets with its compensation consultant in executive session without management.

The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards and received a report from FW Cook addressing the independence of the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.

Executive Compensation Philosophy

Our Compensation Committee believes that our executive compensation program is consistent with promoting sound risk management and long-term value creation for our stockholders. The program is intended to align the interests of our executive officers and employees with stockholders by rewarding performance against established corporate financial goals, strong executive leadership, and superior individual performance. By offering annual cash incentives, long-term equity compensation, and competitive benefits, we strive to attract, motivate, and retain a highly qualified and talented team of executives who will help maximize long-term financial performance and earnings growth.

The total compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial and market performance measured against annual and long-term goals, an assessment of the executive’s individual performance and the competitive market. For the named executive officers and other members of executive management, annual and long-term incentive compensation is linked more directly to corporate financial performance, because these executives are in leadership roles that influence corporate financial results.

Benchmarking and Peer Groups

The Compensation Committee is responsible for the design, implementation, and administration of the compensation program for our executive officers. FW Cook reviewed our executive compensation program for 2023, which included a review and recommendation of an appropriate peer group for assessing competitive compensation practices, and for making performance comparisons. The Compensation Committee used the following two peer groups when making its 2023 executive compensation determinations:

The Compensation Committee evaluates the peer groups annually for suitability and may modify peer groups from time to time based on mergers and acquisitions within the industry or other relevant factors. While our executive compensation program targets each named executive officer’s base salary, annual cash incentives, and long-term equity compensation at peer median levels, actual compensation paid to a named executive officer may vary based on other factors, such as the individual’s performance, experience, responsibilities, and competitive market conditions.

Role of Management

Although the Compensation Committee is ultimately responsible for designing our executive compensation program, input from our Chief Executive Officer is critical in ensuring that the Compensation Committee has the appropriate information needed to make informed decisions. The Chief Executive Officer participates in compensation-related actions associated with the other named executive officers purely in an informational and advisory capacity. He presents the other named executive officers’ performance summaries and recommendations relating to their compensation to the Compensation Committee for its review and approval. The Chief Executive Officer neither recommends nor participates in Compensation Committee deliberations regarding his own compensation.

Elements of 2023 Executive Compensation

We pay our named executive officers in accordance with a pay for performance philosophy by providing competitive compensation for demonstrated performance. The Compensation Committee employs a total compensation approach in establishing executive compensation opportunities, consisting of base salary, annual cash incentive compensation, long-term equity awards (which are predominately performance-based), a competitive benefits package, and limited perquisites.

As illustrated below, in 2023 approximately 64% of the target total direct compensation (comprised of base salary, target cash incentives, and long-term equity (based on grant date fair values) for Mr. Labozzetta, and approximately 52% of the target total direct compensation to our other named executive officers, was performance-based and not guaranteed, with the exception of Mr. Lista who had 61% of his compensation being performance-based and not guaranteed. Mr. Lista’s direct compensation pay mix is 39% Fixed, 46% Cash Incentive (inclusive of annual cash incentive and commission), and 15% Equity.

Base Salary

A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels, the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness, tenure in the role, and experience in the industry, as well as competitive market conditions.

In establishing base salaries for 2023, the Compensation Committee considered our company’s 2022 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases reflected below were deemed appropriate because of the company’s strong financial performance in 2022, the relative positioning of individual base salaries to the peer group, individual performance, and broad merit increase budgets. Mr. Labozzetta’s increase was more significant than the others because his base salary was significantly below the peer median as the Compensation Committee has followed a multi-year pay adjustment process in conjunction with his promotion to President and Chief Executive Officer.

Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

Annual cash incentive opportunities are provided to our named executive officers to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary.

Our Compensation Committee established the performance goals for 2023 under the Executive Annual Cash Incentive Plan which provided the opportunity for a cash incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 2023 were as follows:

For Mr. Labozzetta and the other named executive officers, the Compensation Committee established the following 2023 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan. The Earnings Per Share and Net Income Corporate Goals are consistent with the Corporate Goals used in the prior year. For 2023, the Efficiency Ratio replaced the Expense Ratio used in 2022. The committee made this change as it viewed measuring expenses in relation to revenue a better metric of management’s effectiveness in managing expenses and more aligned with peer practice. The metrics established to measure performance against the Corporate Goals in 2023 were set above the 2022 goals and actual performance. The Compensation Committee believes these metrics meaningfully demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:

Despite the significant and unanticipated unfavorable developments to our operating environment, which materialized with great velocity after the Compensation Committee set the 2023 goals, the Compensation Committee chose not to modify the goals to continue to motivate the team to execute against exceedingly stretched goals in the new environment that began in the Spring of 2023.

Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 2023 financial performance would be made if financial performance met or exceeded 85% of any one of the Corporate Goals (“Threshold”). The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement. Based on actual achievement, performance results were below Threshold.

The Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual, and/ or non-recurring items. Consistent with that authority, and with past practices related to certain strategic acquisitions by Provident, the Compensation Committee determined that it was appropriate to exclude $6.3 million of merger-related charges associated with the pending merger with Lakeland Bancorp, Inc., $2.7 million for legal settlements and contingencies, and $0.5 million for the FDIC Special Assessment, all net of tax.

After calculating the results, performance fell short of Threshold. At the time the Corporate Goals were established, the market disruption and banking turmoil leading to the failures of certain large banking institutions were not contemplated. The liquidity crisis impacting the entire industry required the company to maintain heightened levels of liquidity impacting earnings and caused customers to seek enhanced deposit insurance coverage increasing the company’s cost of funds. In addition, the economic forecast used to establish the provision for credit losses worsened, resulting in provisioning that materially exceeded planned amounts, despite strong credit quality and nominal charge-offs. Given these unanticipated market driven conditions and management’s success in navigating through these events, the Committee determined that the calculated result of 0% payout would not be appropriately linked to performance because it failed to recognize the management team’s actions that protected and enhanced long-term stockholder value in the face of the significant and rapid deterioration in the industry. Therefore, based on a holistic evaluation of performance, the Committee determined that payout under the Executive Annual Cash Incentive Plan should be made at Threshold.

Ms. Murray’s cash incentive is based on 20% bank performance and 80% wealth management business goals, which are Total Net Income without allocated expenses (weight 40%) with a target of $8.8 million, AUM from New Business (weight 30%) with a target of $225 million, and Retention of Client Relationships with a target of 95%. Threshold and maximum performance levels are established consistent with the Corporate Goals. Actual performance compared with the goals under the wealth management portion of the plan for Ms. Murray is shown in the table below.

Mr. Lista’s cash incentive is based on 20% bank performance and 80% Provident Protection Plus business goals, which are Pre-tax net income (weight 60%) with a target of $4.1 million, Total Property & Casualty Commissions Revenue (weight 20%) with a target of $11.4 million and Provident Protection Plus Efficiency Ratio (weight 20%) with a target of 69.4%. Threshold and maximum performance levels are established at 90% and 150% of plan respectively. Actual performance compared with the goals under the Provident Protection Plus portion of the plan for Mr. Lista is shown in the table below.

Based on the foregoing, Mr. Labozzetta earned a cash incentive equal to 37.5% of his base salary, representing 50% of his target opportunity. Messrs. Lyons and Kuntz, each earned a cash incentive of 25% of base salary, representing 50% of target opportunity. Ms. Murray earned a cash incentive of 49.2% of base salary, representing 98.5% of target opportunity, with the wealth management component (80%) of the payout reflecting target plus performance and the bank component (20%) of the payout reflecting Threshold. Mr. Lista earned a cash incentive of 41% of base salary, representing 102.1% of target opportunity, with the Provident Protection Plus component (80%) of the payout reflecting Target Plus performance and the bank component (20%) of the payout reflecting Threshold.

Long-Term Equity Incentives

Our 2019 Long-Term Equity Incentive Plan provides the opportunity to grant various forms of equity incentives on a performance-vesting and time-vesting basis. The Compensation Committee believes that stock ownership by our officers and employees provides a significant incentive in building long-term stockholder value by further aligning the interests of officers and employees with stockholders. This component of compensation increases in importance as Provident’s common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-vesting awards also encourages a long-term strategic focus.

It is the policy of the Compensation Committee to make equity grants when the window for trading by directors and officers in Provident common stock is open under our stock trading policy. Throughout the year, equity awards may be granted to new hires and promoted employees, or to existing employees to recognize superior performance with a grant date that falls when the window for trading is open under our stock trading policy.

The Compensation Committee established the equity component of total compensation as a percentage of base salary for our named executive officers based upon competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:

The composition of the 2023 long-term equity awards was as follows:

The Compensation Committee determined that equity grants made in 2023 to the named executive officers would be 75% performance-vesting and 25% time-vesting awards. The performance-based equity awards are subject to a three-year performance period and a three-year cliff vest. The time-based awards are eligible to vest based on continued employment, ratably over three years.

Performance-vesting grants are measured at the end of a three-year period based upon performance goals established by the Compensation Committee at the time of the equity grant. For the 2023 grants, the performance goals include projections of a multi-year core return on average assets (ROAA) and core return on average tangible equity (ROATE). The core ROAA measure may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee.

The core ROATE portion of the award is subject to a relative total shareholder return (“TSR”) modifier measured against the KBW Regional Banking Index. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25^th percentile or (ii) an upward 20% adjustment of payout if our TSR is at or above the 75^th percentile. Between the 25^th percentile and the 75^th percentile, the modifier has no impact on payout.

This performance framework is designed to encourage conduct that drives long-term strategic decisions suited to maximizing stockholder value, while maintaining a meaningful impact on total compensation from our three-year relative TSR and maintaining an appropriate level of at-risk compensation for retention purposes.

The Compensation Committee has determined that the performance goals for long-term equity awards are appropriately set such that participants will attain: (i) the threshold level of performance if minimum expected levels of performance are achieved, which the Committee believed were reasonably likely to be attained; (ii) the target level of performance if projected business plan expectations are achieved, which the Committee believed had approximately an even likelihood of either being attained or not being attained; and (iii) the maximum level of performance, which sets a cap on how much incentive compensation will be paid in the event the target level is meaningfully exceeded, which the Committee believes is difficult to achieve.

No dividends are paid with respect to any performance-vesting or time-vesting stock award unless and until the award vests and only on that portion of the award that vests in the case of performance-vesting awards.

2021 Long-Term Equity Awards

The three-year performance-vesting awards granted in 2021 with a performance period ending December 31, 2023, vested on March 3, 2024. For that three-year measurement period, the company achieved performance at maximum on both the cumulative Average Core Return on Average Assets and the cumulative Average Core Return on Tangible Equity goals.

Our TSR was above the 25^th percentile, with an actual result of 37^th percentile, thus no modifier was applied consistent with the award design. Consequently, the shares vested at 150% of target. As a result, Messrs. Labozzetta, Lyons, Kuntz, Lista, and Ms. Murray received 36,543 shares, 16,500 shares, 16,596 shares, 3,330 shares, and 13,750 shares, respectively along with the payment of accumulated dividends of $2.86 on each share that vested.

Benefits

We offer the named executive officers benefits that are generally available to all employees, including medical and dental, disability insurance, group life insurance coverage, an Employee Stock Ownership Plan (“ESOP”), and a 401(k) Plan with discretionary employer matching contributions. Certain of the named executive officers have accrued benefits under a noncontributory defined benefit pension plan that was frozen as of April 1, 2003 following the adoption of the ESOP. In addition to pension benefits, medical and life insurance benefits are made available to certain employees when they retire. Although these post-retirement benefits have been eliminated, certain employees with ten or more years of service at the time the benefits were eliminated, still qualify for these post-retirement benefits upon retirement. The named executive officers are also eligible for nonqualified benefits under the Non-Qualified Supplemental Defined Contribution Plan, which is designed to make up for the IRS limits on contributions to the tax-qualified 401(k) Plan and ESOP.

Perquisites

The Compensation Committee believes that perquisites should be provided on a limited basis. The following perquisites are currently provided: a club membership for Mr. Labozzetta; the use of a company-owned automobile for Mr. Labozzetta; and a monthly car allowance for Messrs. Lyons, Kuntz, Lista, and Ms. Murray. All the named executive officers are eligible for an annual medical examination at Provident’s expense. These limited perquisites are provided to maintain a competitive compensation package relative to our peers.

Elements of Post-Termination Benefits

The Compensation Committee considers the benefits listed below to be an important part of the executive compensation program and consistent with market practice. The Compensation Committee believes that providing appropriate severance benefits helps attract and retain highly qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with Provident, and by providing income continuity following an unexpected termination.

Employment Agreements

Mr. Labozzetta had an employment agreement executed in connection with the SB One acquisition that had a term that concluded on December 31, 2021. Commencing on January 1, 2022 and continuing at each January 1 thereafter, the term automatically renews for an additional year.

In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash lump sum payment equal to his base salary and cash bonus due for the longer of: (i) the remaining term of the agreement; or (ii) 12 months following the date of termination (the “benefits period”); and (3) continued life, medical, dental, and disability coverage during the benefits period, provided, however, that Provident or Provident Bank may make a cash equivalent payment in lieu of such coverage if such coverage is not practicable.

Subject to certain terms and limitations, the employment agreement further provides that during its term and for a period of one year thereafter (except following a change in control), Mr. Labozzetta may not compete with, or solicit customers or employees of, Provident or Provident Bank, provided, however, that upon his termination during any renewal term, as defined in the agreement, any restrictions limiting Mr. Labozzetta from becoming an employee of or providing services to another institution would be reduced to six months.

Mr. Lista has an employment agreement executed on January 29, 2020. The term of the Agreement commenced on January 29, 2020, and will terminate at the will of either employer or employee, with or without cause, for any reason or no reason, subject to the terms of the Agreement.

In the event Mr. Lista terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), the employer shall continue to pay Mr. Lista his base salary and continue his health and other insurance benefits for a period of one (1) year from the date of termination.

Provident entered into a Transition Agreement with General Release of Claims with Mr. Kuntz, effective August 2, 2023, in connection with the merger with Lakeland Bancorp. Inc. The agreement provides that Mr. Kuntz’s employment with Provident and Provident Bank will terminate as part of the management restructuring 90 days after the closing date of the merger (the “separation date”), unless prior to the separation date Mr. Kuntz resigns or dies, or his employment is terminated due to “disability” or for “cause” (each as defined in the agreement). From the closing date of the merger to the separation date or an earlier applicable date of termination (the applicable date being the “termination date”), Mr. Kuntz will serve as Special Advisor to Mr. Labozzetta in exchange for an annualized base salary of $550,000. In addition, unless Mr. Kuntz dies, resigns, or is terminated for cause prior to the separation date, he will receive a lump sum bonus payment of $875,000. If Mr. Kuntz is terminated due to disability prior to the separation date, he or his estate, as applicable, will receive a prorated amount of the bonus payment.

The agreement also provides that unless Mr. Kuntz dies, resigns, or is terminated due to disability or for cause prior to the separation date, he will receive a lump sum severance payment of $1,650,000 and in accordance with Provident’s equity plan his continued service as a non-employee director of Beacon Trust will entitle him to continue vesting all unvested and outstanding equity awards as of the termination date.

Change in Control Agreements

Change in control agreements are reserved for a limited number of executives. Benefits are payable under the change in control agreements after the executive’s qualifying termination event as described below following a change in control of Provident. We have entered into a three-year change in control agreement with Messrs. Labozzetta, Kuntz, Lyons, and Ms. Murray and a two-year change in control agreement with Mr. Lista. Each of the agreements renews on the anniversary date of its respective effective date so that the remaining term is two or three years, based on the agreement, unless otherwise terminated.

Under the agreements:

Following a change in control and during the term of the agreement, the executive is entitled to a severance payment if:

Good reason is generally defined to include:

For Messrs. Labozzetta, Kuntz, Lyons, and Ms. Murray, the change in control severance payment is equal to three times the highest level of aggregate annualized base salary and other cash compensation paid to the executive during the calendar year termination occurs, or during either of the immediately preceding two calendar years, whichever is greater. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for the remaining term of the agreement. For Mr. Lista, the change in control severance payment is equal to two times the employee’s base salary plus the sum of the bonuses for the prior two years. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for the remaining term of the agreement.

The gross benefits under the change in control agreements for the named executive officers, other than Mr. Labozzetta, are reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code if doing so results in a greater after-tax benefit to the executive. Any payments under this plan are subject to applicable federal, state, and local taxation.

Executive Stock Ownership Requirements

Our Compensation Committee recommended, and our board of directors adopted, stock ownership guidelines for our directors and executive officers to ensure that they have a meaningful economic stake in the company. The guidelines for our named executive officers are expressed as an amount of Provident common stock having a value equal to a multiple of the non-employee director’s annual retainer or employee’s base salary, as follows:

Each of the named executive officers currently exceeds these guidelines. An executive’s vested restricted stock awards, unvested time-vesting restricted stock awards, and shares of Provident common stock held in the ESOP and 401(k) Plan attributable to the executive count toward compliance with the ownership guidelines. Unvested performance-vesting stock awards and unexercised stock options are not included for determining an executive’s compliance with the ownership guidelines.

Prohibition on Hedging

Our stock trading policy prohibits the named executive officers and other participants in the long-term incentive plan from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. In addition, the policy provides that they should avoid pledging their shares of our common stock as collateral for a margin account or loan.

Clawback Policies

Our board of directors has adopted a clawback policy that complies with the New York Stock Exchange listing standards as mandated by the SEC. The policy requires the clawback of incentive-based compensation erroneously received by current or former executive officers after an accounting restatement (calculated based on the error that was subsequently corrected in the accounting restatement), regardless of any misconduct or knowledge of the officer who received the compensation. This policy is intended to supplement any other clawback provisions implemented by the company in effect now, or in the future.

In addition to the SEC compliant clawback policy, our cash and equity incentive awards are subject to the clawback policy and clawback provisions contained in two plans: our Omnibus Incentive Compensation Plan and the Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan, which our board of directors recommends that the company’s stockholders vote “FOR” the approval of at the Annual Meeting. Under the Omnibus Incentive Compensation Plan, the clawback policy and provisions provide that if the company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirements under the federal securities laws, whether or not as a result of misconduct, any executive officer who received incentive-based compensation based on erroneous data during the three-year period preceding the date of the accounting restatement, is required to reimburse the company for compensation paid in excess of what would have been paid based on the data reported in the accounting restatement. All awards granted under the 2024 Long-Term Equity Incentive Plan are subject to any clawback policy that may be adopted by the company from time to time, including the above described clawback policies.

The cash and equity incentive awards granted to an employee are also subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events. Such events include termination of employment for cause, violation of material company policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply, or other conduct that is detrimental to the business or reputation of the company.

Risk Assessment

The Compensation Committee believes that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Provident. In addition, the Compensation Committee believes that the mix and design of the elements of our executive compensation program do not encourage management to assume excessive risks. The Omnibus Incentive Compensation Plan serves as a core governance document for our cash and equity incentive compensation plans, establishing lines of authority, a foundation for relevant internal controls and procedures, and risk mitigation and accountability features, including clawbacks and deferrals.

The Compensation Committee annually assesses risks posed by the compensation plans maintained for the benefit of, and incentive compensation paid to, officers and employees. This comprehensive risk assessment is performed by our Chief Risk Officer, General Auditor, and Chief Compliance Officer and is presented to and reviewed by the Compensation Committee.

The risk assessment includes an evaluation of:

The risk assessment conducted in 2023 concluded that our incentive compensation plans provide incentives that appropriately balance risk and reward, are compatible with effective controls and risk management, and are supportive of strong governance, including active oversight by the board of directors.

Tax Deductibility of Executive Compensation

The company generally will be entitled to a deduction in an amount equal to the amount of ordinary income recognized by a participant, subject to the requirements of Section 162(m), as amended by the Tax Cuts and Jobs Act in 2017. Section 162(m) generally limits to $1.0 million the deduction that a company is permitted to take for annual compensation paid to each “covered employee.” A “covered employee” includes any person who served as CEO or CFO of a company at any time during a fiscal year and the three other most highly compensated executive officers for that fiscal year and any other person who was a covered employee in a previous taxable year after December 31, 2016. The Compensation Committee may authorize compensation that is not tax deductible if it is determined to be appropriate and in the best interests of the company and our stockholders.

Compensation and Human Capital Committee Report

Pursuant to rules and regulations of the SEC, this Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

Matthew K. Harding (Chair)
James P. Dunigan
Terence Gallagher
Edward J. Leppert

Executive Compensation

The following table shows compensation paid or awarded with respect to our named executive officers during the years indicated. The Compensation Discussion and Analysis contains information concerning how the Compensation Committee viewed its 2023 compensation decisions for the named executive officers.

Summary Compensation Table

All Other Compensation

Perquisites

Plan-Based Awards

The following table shows certain information as to grants of plan-based awards during 2023 made to the named executive officers. The awards granted on February 17, 2023 represent the cash incentive payments that could be earned based on performance under the Executive Annual Cash Incentive Plan for 2023. The awards granted on March 3, 2023 are long-term equity incentive awards which are primarily performance-vesting awards. The Compensation Discussion and Analysis contains information about cash- and equity-based incentive awards made to our named executive officers.

Grants of Plan-Based Awards Table for the Year Ended December 31, 2023

Outstanding Equity Awards at Year-End

The following table shows certain information about outstanding equity awards as of December 31, 2023 for our named executive officers.

Outstanding Equity Awards At December 31, 2023