UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
|
Definitive Proxy Statement |
|
Definitive Additional Materials |
|
Soliciting Material under §240.14a-12 |
(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 2026 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, May 21, 2026, at 10:00 a.m., local time. Information on how you can participate in the virtual Annual Meeting can be found on page 70 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, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
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
April 8, 2026
| Table | |
| of Contents | |
 | |
Notice of
Annual Meeting
of Stockholders
Virtual Meeting Information
THURSDAY, MAY 21, 2026
10:00 a.m., Eastern Standard Time
www.virtualshareholdermeeting.com/PFS2026
NOTICE IS HEREBY GIVEN THAT the 2026 Annual Meeting of Stockholders of Provident Financial Services, Inc. will be held in a virtual format on Thursday, May 21, 2026, at 10:00 a.m., Eastern Standard Time to consider and vote upon the following matters:
| 1. | The election of four nominees named in the attached Proxy Statement to serve as directors, each for a three-year term. |
| 2. | An advisory (non-binding) vote to approve the compensation paid to our named executive officers. |
| 3. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026. |
| 4. | The transaction of such other business as may properly come before the Annual Meeting, and any adjournment or postponement of the Annual Meeting. |
The Board of Directors of Provident Financial Services, Inc. established March 27, 2026 as the record date for determining the stockholders who are entitled to notice of, and to vote at the Annual Meeting, and any adjournment or postponement of the Annual Meeting.
You may participate in the virtual Annual Meeting via the internet at www.virtualshareholdermeeting.com/PFS2026 by using the 16-digit control number included on your proxy card, voting instruction form or notice received by you.
Your vote is very important. Please submit your proxy as soon as possible via the Internet, telephone, or mail, as applicable. Stockholders of record who participate in the Annual Meeting may vote electronically, even if they have previously mailed or delivered a signed proxy or voted by Internet or telephone.
By Order of the Board of Directors
Bennett MacDougall, Esq.
Corporate Secretary
Jersey City, New Jersey
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/PFS2026 |
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.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 5 | ||
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 April 8, 2026, 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 2026 Annual Meeting of Stockholders to be Held in a Virtual Format on May 21, 2026.
Our Proxy Statement and 2025 Annual Report
to Stockholders are available
at www.proxyvote.com.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 6 | ||
Proposal 1 Election of Directors
General
The Board of Directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of thirteen 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 are elected and qualified.
Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors are elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Brian A. Gragnolati, Edward J. Leppert, Nadine Leslie, and Thomas J. Shara for election as directors at the Annual Meeting. Effective May 15, 2026, Director Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors.
All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Flynn, Gragnolati, Hanson, and Shara, each nominee was previously elected by our stockholders. Directors Flynn, Gragnolati, Hanson, McCracken, and Shara were appointed to the boards of directors of Provident and Provident Bank in accordance with the terms of Provident’s acquisition of Lakeland Bancorp, Inc. (“Lakeland”), where Flynn, Gragnolati, Hanson, McCracken, and Shara were members of the board of directors, and McCracken was re-elected by our stockholders at the 2025 Annual Meeting. 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.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 7 | ||
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:
| BRIAN A. GRAGNOLATI | |
INDEPENDENT Director since: 2024 Term Expires: 2026 Age 68
Committees: •
Audit •
Enterprise Risk •
Technology |
Biography: Mr. Gragnolati is the former President and CEO of Atlantic Health System. He currently serves as an advisor to the Board of Atlantic Health System. Mr. Gragnolati is also former Chairman of the Board of Trustees of the American Hospital Association, and a member of the American Hospital Association Advisory Council to the FBI. He serves as Executive Partner of Concord Health Partners and serves as a Director of Revology. Prior to his tenure at Atlantic Health, he served as Senior Vice President, Community Division of Johns Hopkins Medicine and as President and CEO of Suburban Hospital. He also previously held executive positions at various medical organizations. Mr. Gragnolati previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Gragnolati’s experience in business, executive management and finance is beneficial to the company. |
| EDWARD J. LEPPERT | |
INDEPENDENT Director since: 2020 Term Expires: 2026 Age 65
Committees: •
Audit •
Compensation and Human Capital •
Finance |
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, sustainability, and disclosure 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 | |
INDEPENDENT Director since: 2021 Term Expires: 2026 Age 63
Committees: •
Enterprise 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, a water and waste services company. Ms. Leslie currently serves on the Board of Trustees of Hackensack Meridian Health Network and served on the Board of Directors of SYENSQO, a Belgian multinational materials company until July 2025. She previously served on the Boards of Directors of Seven Seas Water Group and Montclair State University Foundation. 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. |
| THOMAS J. SHARA | |
EXECUTIVE VICE CHAIRMAN Director since: 2024 Term Expires: 2026 Age 68 |
Biography: Mr. Shara has served as Executive Vice Chairman since May 2024. Prior to that time, he served as President and Chief Executive Officer of Lakeland and Lakeland Bank. Mr. Shara previously served on the boards of directors of Lakeland and Lakeland Bank. Prior to joining Lakeland Bank, Mr. Shara served as President and Chief Lending Officer of TD Bank’s Mid-Atlantic Division. Mr. Shara serves on the Board of Trustees of the Boys and Girls Club of Paterson and Passaic, New Jersey, the Board of Directors of the Commerce and Industry Association of New Jersey, and is former Chairman of the New Jersey Bankers Association. He also serves on the Board of Governors of the Ramapo College Foundation and is a Foundation Officer on the board of trustees of Chilton Medical Center Foundation. Mr. Shara’s over 40 years of experience in the banking industry and knowledge of local markets provides a broader market perspective to the board of directors. Effective May 15, 2026, Mr. Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 8 | ||
Incumbent Directors:
| JAMES P. DUNIGAN | |
INDEPENDENT Director since: 2018 Term Expires: 2028 Age 73
Committees: •
Compensation and Human Capital •
Enterprise Risk •
Governance/ Nominating |
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 Chairman 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. |
| BRIAN M. FLYNN | |
INDEPENDENT Director since: 2024 Term Expires: 2027 Age 66
Committees: •
Audit •
Finance •
Governance/ Nominating |
Biography: Mr. Flynn is a certified public accountant and a member of the Board of Directors of PKF O’Connor Davies. Mr. Flynn previously served on the boards of directors of Hudson United Bank, TD Banknorth, and Lakeland and Lakeland Bank. Mr. Flynn has more than 40 years of public accounting experience and his extensive experience in auditing and financial reporting brings in-depth knowledge to the board of directors. Mr. Flynn qualifies as an Audit Committee financial expert. |
| URSULINE F. FOLEY | |
INDEPENDENT Director since: 2019 Term Expires: 2027 Age 65
Committees: •
Enterprise Risk •
Finance •
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. 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. |
| JAMES E. HANSON II | |
INDEPENDENT Director since: 2024 Term Expires: 2027 Age 67
Committees: •
Compensation and Human Capital •
Enterprise Risk •
Technology |
Biography: Mr. Hanson is President and Chief Executive Officer of The Hampshire Companies. He oversees the operation and investment activities of The Hampshire Companies and its Funds and Direct Investment Vehicles. Mr. Hanson is currently President of the Palisades Interstate Park Commission and a director of the United Hampshire U.S. REIT Management Pte, Ltd.; and the REIT manager of United Hampshire US Real Estate Investment Trust publicly listed on the Singapore Stock Exchange. Mr. Hanson is a former Council Member of the New Jersey State Investment Council and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Hanson’s over 40 years of real estate investment management and operational experience provides the company valuable strategic insight. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 9 | ||
| MATTHEW K. HARDING | |
INDEPENDENT Director since: 2013 Term Expires: 2028 Age 62
Committees: •
Compensation and Human Capital •
Finance •
Governance/ Nominating |
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 | |
PRESIDENT & CEO Director since: 2020 Term Expires: 2028 Age 62 |
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. |
| CHRISTOPHER MARTIN | |
EXECUTIVE CHAIRMAN Director since: 2005 Term Expires: 2027 Age 69 |
Biography: Mr. Martin has served as Executive Chairman since January 2022. Prior to that time, he served as Chairman and 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 as the chair of 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. 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 E. MCCRACKEN | |
INDEPENDENT Director since: 2024 Term Expires: 2028 Age 68
Committees: •
Audit •
Compensation and Human Capital •
Governance/ Nominating |
Biography: Mr. McCracken is the sole managing member and owner of REM, LLC and the President of Smith-McCracken and Wood Funeral Homes. He is the immediate past Chairman of the Atlantic Health System Board of Trustees. Mr. McCracken previously served as a director for the former Newton Financial Corp. and Newton Trust Co. and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. McCracken’s business experience as an owner and operator of various businesses and experience in the real estate markets in northern New Jersey provides the company valuable insight into current markets. |
| JOHN PUGLIESE | |
INDEPENDENT LEAD DIRECTOR Director since: 2014 Term Expires: 2027 Age 66
Committees: •
Governance/ Nominating •
Technology |
Biography: Mr. Pugliese previously served as Chief Executive Officer of Motors 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. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 10 | ||
Executive Officers
The age and business experience of Provident’s executive officers who are not directors are as follows:
James A. Christy
Age 58
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 54
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.
William J. Fink
Age 67
Mr. Fink has been Executive Vice President and Chief Lending Officer of Provident Bank since January 2025. Prior to that time, he served as Executive Vice President and Head of TD’s U.S. Middle Market Banking and Commercial Bank Strategic Partnerships.
Vito Giannola
Age 49
Mr. Giannola has been Executive Vice President and Chief Banking Officer since May 2024. Previously he was Executive Vice President and 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.
George Lista
Age 66
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 61
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 54
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 of Provident, General Counsel of Provident Bank, and General Counsel of Beacon Trust since August 2021. Prior to that time, he was a Managing Director of BNY.
James M. Nigro
Age 58
Mr. Nigro has been Executive Vice President and Chief Credit Officer since May 2024. Prior to that time, he was Executive Vice President and Chief Risk Officer at Lakeland Bank since 2016.
Carolyn Powell
Age 60
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.
Ravi Vakacherla
Age 53
Mr. Vakacherla has been Executive Vice President and Chief Information and Operations Officer since October 2025, and prior to that time he was Executive Vice President and Chief Digital and Innovation Officer since July 2022. Prior to that time, he was Executive Vice President and Chief Transformation Officer with People’s United Bank since 2020.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 11 | ||
About Our Company
For more than 187 years, Provident has served individuals, families, and businesses in our local communities and created lasting value for our stakeholders, including our customers, employees, stockholders, and communities. We are proud of the involvement of every Provident director, officer, and employee in our commitment to sustainability and good governance. It is this dedication that creates long term benefits to Provident and its stakeholders and allows us to live up to our brand promise – “Commitment you can count on.”
Our board of directors and management are devoted to maintaining sound corporate governance and sustainability 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 follow all applicable corporate governance laws and regulations.
Our company is keenly aware of its responsibilities as a good corporate citizen to all its stakeholders: its customers, employees, stockholders, and the communities we serve. Among these responsibilities are the maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance protocols.
Governance and Sustainability
BOARD OVERSIGHT |
 |
The Governance/Nominating Committee oversees Governance and Sustainability efforts, supported by the Compensation and Human Capital, and Enterprise Risk Committees.
COMMITMENT TO OUR COMMUNITIES |
|
Employee Experience
Provident is passionate about curating our employee experience built on our Guiding Principles for our approximately 1,866 team members. Our programs focus on attracting, developing, and rewarding employees to drive our strategic plan while maintaining our commitment to providing positive experiences for our customers and communities. We have a strong history of promoting from within and recruiting externally across diverse talent pipelines.
Talent Development and Leadership Programs
We offer a variety of leadership and skill based training programs to continuously enrich the skills of our team members from the front line to the executive team. Our Management Resource Planning process cultivates succession plans and development opportunities to support business needs and professional aspirations of employees.
Employee Recognition and Volunteer Programs
Programs such as PERK (Provident Employee Recognition & Kudos) and “Commit to Care” recognize exceptional employees and encourage community engagement. Employees receive paid volunteer time, contributing over 3,517 hours to 201 organizations in 2025. In an effort to elevate the quality of life for residents in the communities we serve, employees also donated to support five local organizations identified by Provident Bank as addressing critical issues such as affordable housing, food insecurity, small business lending, and essential community programs.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 12 | ||
Employee Benefits and Well Being
Provident supports employees with flexible work arrangements, retirement contributions, tuition assistance, and a student loan repayment program. Wellness initiatives include health savings contributions, wellness programs, and mental health support.
Backgrounds and Experiences
Provident’s hiring, training, and recognition programs are designed to ignite growth for employees from every background, celebrating diverse experiences, accelerating development, and empowering each person to thrive. As of December 31, 2025, 63% of Provident’s employees are women. Our employee resource groups are open to everyone, creating spaces where all employees can connect, feel included, and contribute to a culture that values every voice.
Philanthropy
The Provident Bank Foundation, established in 2003 with $24.7 million, has granted over $32 million to impactful non-profit organizations within our communities. In 2025, it funded 51 grants totaling $616,500, focusing on education, human services, and workforce development after completing a three-year strategic plan in 2024 to optimize giving and long-term community investment.
Supporting Affordable Housing
The Community Reinvestment Act (“CRA”) encourages depository institutions to help meet the credit needs of the communities in which they operate, including low- and moderate-income neighborhoods, consistent with safe and sound banking operations.
Among its recent CRA activities, in 2025 the company awarded approximately $950,000 to fund multiple organizations as part of the New Jersey Department of Community Affairs and Neighborhood Revitalization Tax Credit Program. The nonprofit organizations used the funding to implement revitalization plans addressing housing and economic development, providing opportunities for entrepreneurs to start businesses and job training for local residents, as well as complementary activities such as social services, recreation activities, and open space improvements.
Similarly, Provident Bank has donated over $2,007,906 to more than six hundred worthy nonprofit organizations. Furthermore, Provident Bank participated in the NY Federal Home Loan Bank’s Small Business Recovery Grant program, distributing $100,000 in funding to eleven nonprofits that have encountered economic challenges due to inflation, rising costs of energy, the interest rate environment, and other financial constraints.
Sustainable Operations
Provident integrates sustainability into operations, focusing on recycling, waste reduction, and carbon footprint reduction. Efforts include renewable energy certificates offsetting over 17 million kWh of electricity over a period of 2 years (equivalent to 1.37 million gallons of gasoline) and recycling programs with significant environmental benefits.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 13 | ||
Board Composition and Skills
BOARD COMPOSITION |
|
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 14 | ||
BOARD 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 |  |
|
|
|
|
|||||||||
| Ursuline F. Foley | |
|
|
|
|
| ||||||||
| Brian M. Flynn | |
|
|
|
|
|||||||||
| Brian A. Gragnolati | |
|
|
|
| |||||||||
| James E. Hanson II | |
|
|
|
|
|
||||||||
| Matthew K. Harding | |
|
||||||||||||
| Anthony J. Labozzetta | |
|
|
|
|
|
||||||||
| Edward J. Leppert | |
|
|
|
|
|||||||||
| Nadine Leslie | |
|
|
|
| |||||||||
| Christopher Martin | |
|
|
|
|
|
||||||||
| Robert E. McCracken | |
|
|
|||||||||||
| John Pugliese | |
|
|
|
| |||||||||
| Thomas J. Shara | |
|
|
|
|
|
||||||||
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:
| • | Schedules executive sessions of the non-management directors without management present at least twice each year and advises the Executive Chairman of the schedule for such executive sessions. |
| • | With input from the non-management directors, develops agendas for, and presides over the executive sessions. The Lead Director, together with the other non-management directors, provide the Executive Chairman and the President and Chief Executive Officer with timely feedback from the executive sessions. |
| • | Acts as the principal liaison between the non-management directors and the Executive Chairman and the President and Chief Executive Officer on issues relating to the working relationship between our board and management, including providing input as to the quality and timeliness of information provided by management to ensure that the conduct of board meetings allows adequate time for discussion of important issues and that appropriate information is made available to our board on a timely basis. |
| • | Provides input to the Executive Chairman regarding board meeting agendas and meeting materials based on requests from the non-management directors. |
| • | Attends board committee meetings as a non-member at the invitation of the respective committee chair. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 15 | ||
Corporate Governance
Our board of directors meets quarterly, or more often as may be necessary. The board of directors met nine times in 2025. There are six standing committees of the board of directors: the Audit, Compensation and Human Capital, Finance, Governance/Nominating, Enterprise 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 2025. 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 2025. 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 24, 2025 participated in the meeting which was a virtual only meeting.
The six 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 2025.
The following are some additional key features of our corporate governance practices:
| • | Our board conducts an annual evaluation of the performance of the board and its committees. |
| • | The board reviews management talent and executive succession planning on a regular basis. |
| • | Our board regularly focuses on strategy with management and annually meets off-site for strategy formation and updates. |
| • | We have robust stock ownership guidelines for our directors and named executive officers. |
| • | Our board has oversight of risk management with a focus on the significant risks facing our company, including cyber risks. |
| • | We regularly invite industry experts to meet with our board regarding key market developments. |
| • | Although there are no term limits for directors, we value board refreshment, and six of our thirteen directors have been added to the board in the last five years. |
AUDIT COMMITTEE |
 |
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Leppert Other Committee Members: Messrs. Flynn, Gragnolati, and McCracken. Each member of the Audit Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards and under SEC Rule 10A-3. The board of directors believes that Messrs. Flynn and Leppert each qualifies as an Audit Committee financial expert as that term is defined in the rules and regulations of the Securities and Exchange Commission (“SEC”). |
The duties and responsibilities of the Audit Committee include, among other things: •
sole authority for retaining, overseeing, and evaluating a firm of independent registered public accountants to audit Provident’s annual financial statements; •
in consultation with the independent registered public accounting firm and the internal auditor, reviewing the integrity of Provident’s financial reporting processes, both internal and external; •
reviewing the financial statements and the audit report with management and the independent registered public accounting firm; •
reviewing earnings and financial releases and quarterly and annual reports filed with the SEC; and •
approving all engagements for services by the independent registered public accounting firm. |
Our Audit Committee met eleven times during 2025. The Audit Committee reports to our board of directors after each meeting on its activities and findings. The Audit Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 16 | ||
COMPENSATION AND HUMAN CAPITAL COMMITTEE |
|
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Harding Other Committee Members: Messrs. Dunigan, Hanson, Leppert, and McCracken. Each member of the Compensation and Human Capital Committee (“Compensation Committee”) has been determined to be independent as defined in the New York Stock Exchange corporate governance listing standards. |
The Compensation Committee is responsible for, among other things: •
reviewing the performance of, and the compensation payable to, our named executive officers, including the President and Chief Executive Officer; •
the compensation payable to our non-management directors; •
CEO succession planning; •
human capital management oversight; •
reviewing and evaluating incentive compensation plans and risks associated with such plans; and •
engaging the compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). The Compensation Committee’s oversight of our incentive compensation plans includes setting corporate performance measures and goals consistent with principles of safety and soundness, approving awards, and administering long-term equity awards. Director compensation is established by our board of directors upon the recommendation of the Compensation Committee and is discussed in this Proxy Statement under the heading “Director Compensation.” |
The Compensation Committee met six times during 2025. The Compensation Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 17 | ||
ENTERPRISE RISK COMMITTEE |
|
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Dunigan Other Committee Members: Messrs. Gragnolati and Hanson, and Mmes. Foley and Leslie. Each member of the Enterprise Risk Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. |
Our entire board of directors is engaged in risk management oversight. The separate standing Enterprise Risk Committee facilitates our board’s risk oversight responsibilities. The Enterprise Risk Committee oversees the overall risk management activities employed by management in pursuit of: •
maintaining an effective culture of discipline that provides proper guidance and support for a sound, effective, and coordinated enterprise risk management process designed to identify conditions that potentially affect our business and to appropriately manage risks in order to provide reasonable assurance that our stated objectives will be achieved; and •
identifying emerging risks in a routine and systematic manner, assessing the implications of those risks to our business, and managing those risks in a manner consistent with reducing the probability of their occurrence and potential consequences to our company to an acceptable level. Our Enterprise Risk Committee receives regular reports from management, including the Chief Risk Officer, the Chief Credit Officer, and Chief Information Security Officer, and reports regarding interest rate, liquidity, credit, operational, compliance, technology, data security, third-party and cyber risks, as well as other relevant risks and the actions taken by management to adequately address and mitigate those risks. |
The Enterprise Risk Committee met ten times during 2025. The Enterprise Risk Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 18 | ||
FINANCE COMMITTEE |
|
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Flynn Other Committee Members: Messrs. Harding, Leppert, and Ms. Foley. Each member of the Finance Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. |
The duties and responsibilities of the Finance Committee include, among other things: Review Provident Bank’s Strategic Business Plan (“Plan”) and advise the management team to provide recommendations to the board for modifications as deemed necessary, based on: •
changing needs of Provident Bank’s business (e.g., stockholders, customers, employees); •
changes in Provident Bank’s external environment (e.g., markets, competition, regulations/regulators, legislative issues, etc.); •
changes in Provident Bank’s internal situation that may affect the strategy of Provident Bank; •
the need to ensure continued alignment of the Plan with the board’s risk appetite for Provident Bank; •
the performance results of Provident Bank against the Plan; •
review of other relevant materials presented by management, and •
the requirements of applicable strategic plan related Federal Reserve, FDIC, and State of NJ-Department of Banking and Insurance regulations, and changes thereto, including regulatory reporting requirements. Review certain business-related activities of Provident Bank listed below, and provide oversight of and recommendations to the board regarding such activities as described below: •
Annual Strategic Business Plan and Budget; •
Measures and metrics for certain bankwide goals; •
Business Line Assessment; •
Pricing and Funding levels and strategy; •
New/Existing Business Line Review; •
Capital Utilization Strategy with Forecast; •
Interest Rate Risk Position and Forecast and •
Liquidity Position. |
The Finance Committee met four times during 2025. The Finance Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 19 | ||
GOVERNANCE/NOMINATING COMMITTEE |
|
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Pugliese Other Committee Members: Messrs. Dunigan, Flynn, Harding, and McCracken. Each member of the Governance/Nominating Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. |
The functions of our Governance/Nominating Committee include, among other things: •
evaluating and making recommendations to the board concerning the number of directors and committee assignments; •
establishing the qualifications, skills, relevant background, diversity, and other selection criteria for board members; •
making recommendations to the board concerning board nominees; •
conducting evaluations of the effectiveness of the operation of the board and its committees; •
developing and maintaining corporate governance principles; •
recommending revisions to the code of business conduct and ethics; and •
making recommendations to the board regarding director orientation and continuing education. |
The Governance/Nominating Committee met five times during 2025. The Governance/Nominating Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. |
TECHNOLOGY COMMITTEE |
|
| Composition | Duties and Responsibilities | 2025 Meetings and Charters |
Committee Chair: Mr. Gragnolati Other Committee Members: Ms. Foley and Messrs. Hanson and Pugliese. Each member of the Technology Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. |
The Technology Committee assists the board of directors in its oversight responsibility of our technology strategy, including trends and significant investments, and technology-related risks, including cyber and data security risks. •
Review the company’s technology strategy including its use of artificial intelligence and associated budget and expenditures for the company’s business lines; •
Review and, where appropriate, make recommendations to the board regarding significant technology investments in support of the company’s business, technology, data, and digital strategies; •
Review major technology risk exposures, including operational aspects of information security and cybersecurity risks, and the steps taken to monitor and control such exposures; and •
Receive reports from management regarding the company’s business continuity planning. |
The Technology Committee met four times during 2025. The Technology Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website www.provident.bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 20 | ||
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:
| • | the name and address of the stockholder as they appear on our books, and the number of shares of our common stock that are beneficially owned by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided); |
| • | the name, address, and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s ownership should be provided); |
| • | a statement of the candidate’s business and educational experience; |
| • | such other information regarding the candidate as would be required to be included in our Proxy Statement pursuant to SEC Regulation 14A; |
| • | a statement detailing any relationship between the candidate and Provident, Provident Bank, and any subsidiaries of Provident Bank; |
| • | a statement detailing any relationship between the candidate and any customer, supplier or competitor of Provident and Provident Bank; |
| • | detailed information about any relationship or understanding between the proposing stockholder and the candidate; and |
| • | a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. |
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.”
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 21 | ||
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 honest, transparent, and trustworthy | |
| • | Do what’s right and hold others to that standard | |
| • | Seek to understand, actively listen, and assume positive intent of others | |
| • | Contribute to a work climate where diversity in background and thought are valued and supported |
Be Accountable
| • | Hold each other to a high standard of ownership and responsibility | |
| • | Set challenging goals without fear of failure | |
| • | Use good judgment and communicate with transparency | |
| • | Align efforts to support the business plans and strategies of the company |
Promote Teamwork
| • | Welcome new team members and seek opportunities to make those around us better | |
| • | Embrace collaboration to achieve greatness | |
| • | Value each other’s abilities and partner together, regardless of level, to achieve shared goals | |
| • | Encourage each other and celebrate our successes |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 22 | ||
Pursue Excellence
| • | Strive to perform with the highest degree of competence and professionalism | |
| • | Provide the highest level of service to our customers and each other | |
| • | Deliver our best by engaging the right people and removing barriers to get things done | |
| • | Courageously challenge the way we do our business in pursuit of being even better |
Build for the Future
| • | Develop our collective knowledge, skills, and capabilities through constant learning | |
| • | Foster a culture that embraces positive change and rewards creativity and innovation | |
| • | Make decisions that support the long-term success of the company | |
| • | Build on our legacy of commitment to positively impact our customers, communities, and ourselves |
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:
| • | establishing the size and composition of our board of directors and the desired diversity of experience, qualifications, and skills of directors; |
| • | setting a minimum stock ownership requirement for directors at an amount having a value equal to five times a director’s annual cash retainer; |
| • | providing for director orientation, continuing education, and an annual performance assessment of our board of directors; |
| • | selecting board committee leadership and membership; and |
| • | reviewing annual compensation paid to the non-management directors as recommended by the Compensation Committee. |
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. Four executive sessions were conducted in 2025. 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, together with the other non-management directors, provide the Executive Chairman and the President and Chief Executive Officer with timely feedback from the executive sessions.
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:
| • | Mr. Flynn has a home mortgage with Provident Bank. The term of the mortgage is 30-years at a fixed rate of 3.5%. This loan was made in the ordinary course of business, was made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and does not involve more than the normal risk of collectability or present other unfavorable issues; |
| • | Mr. Harding is an officer of a corporation which has a 1% ownership interest in, and is a general partner of a limited partnership and is the non-member manager of a limited liability company. Both the limited partnership and the limited liability company are partners of an entity that has a commercial real estate loan and two commercial construction |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 23 | ||
| loans with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features; and | |
| • | Mr. Hanson is a member of multiple entities that have commercial real estate loans and lines of credit with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable issues. |
After its evaluation, our board of directors affirmatively determined that Ms. Foley, Ms. Leslie, and Messrs. Dunigan, Flynn, Gragnolati, Hanson, Harding, Leppert, McCracken, and Pugliese are each independent directors. The board of directors determined that Messrs. Martin, Labozzetta, and Shara 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, 2025, Provident Bank had aggregate loans and loan commitments totaling $69.2 million to its executive officers, directors 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. The Loan Policy of Provident Bank governs extensions of credit to executive officers and directors. The Loan Policy requires that all extensions of credit to executive officers or directors of Provident Bank receive the prior approval of a majority of the board of directors. Any interested party will abstain from participating directly or indirectly in the board voting, which shall be noted in the minutes.
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 independent 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 $266,477 to that real estate management company in 2025.
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, sustainability and governance strategy, and executive compensation. In 2026, we concentrated our outreach efforts and had productive conversations with multiple institutional holders, which represented over 10% of our ownership as of December 31, 2025.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 24 | ||
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:
| • | reviewed and discussed with management, and our independent registered public accounting firm, the audited consolidated financial statements of Provident for the year ended December 31, 2025; |
| • | discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as amended, and as adopted by the Public Company Accounting Oversight Board; and |
| • | received and reviewed the written disclosures and the letter from our independent registered public accounting firm mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm its independence from Provident. |
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, 2025 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 2025 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, 2026, subject to the ratification of this appointment by our stockholders.
THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.
Edward J. Leppert (Chair)
Brian M. Flynn
Brian A. Gragnolati
Robert E. McCracken
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 25 | ||
Compensation and Human Capital Committee Additional Matters
Compensation Committee Interlocks and Insider Participation
Messrs. Dunigan, Hanson, Harding, Leppert, and McCracken served as members of the Compensation Committee during all or a portion of 2025. 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 2025, except as noted here and elsewhere in this Proxy Statement, that would require specific disclosures in this Proxy Statement under SEC rules.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 26 | ||
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 2025. These individuals named below are collectively referred to as our “named executive officers”:
| Name | Title | |||
| ANTHONY J. LABOZZETTA | President and Chief Executive Officer | |||
| THOMAS M. LYONS | Senior Executive Vice President and Chief Financial Officer | |||
| GEORGE LISTA | Executive Vice President, President of Provident Protection Plus, Inc. | |||
| THOMAS J. SHARA | Executive Vice Chairman | |||
| RAVI VAKACHERLA | Executive Vice President Chief Information and Operations Officer |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 27 | ||
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:
| • | A pay for performance philosophy aligning executive compensation with business strategies and generating stockholder returns; |
| • | Executive salaries and total compensation evaluated based on data from a regional peer group of publicly-traded banks of comparable size and business model; |
| • | Annual cash incentive compensation opportunities tied to key corporate performance; |
| • | Long-term incentive compensation opportunities tied to key corporate performance goals, subject to a relative total stockholder return (“TSR”) modifier, over a multi-year period; |
| • | A significant portion (at least 75%) of the target value of annual equity grants to our named executive officers are performance-based; |
| • | No dividends are paid on stock awards subject to either time-vesting or performance-vesting conditions unless and until the awards have vested, unless required under a legacy grant agreement for a previous Lakeland executive; |
| • | Incentive compensation plans that provide for risk mitigation and accountability, authorizing our Compensation Committee to condition incentive compensation awards with deferral, and adjustment provisions, and settlement in stock subject to holding policies and provisions; |
| • | All of our equity (time- and performance-based) awards and cash incentive compensation is subject to the company’s clawback policy; |
| • | Executives are subject to robust share ownership guidelines; |
| • | Executives are prohibited from engaging in hedging transactions to offset the economic risk of owning our common stock; |
| • | Perquisites are limited; |
| • | No excise tax gross-ups, pursuant to Section 280G of the Internal Revenue Code, are contained in employment, change in control agreements or any other executive compensation arrangements; |
| • | Active oversight by the Compensation Committee consisting solely of independent directors, which includes approving performance goals for our annual and long-term incentive compensation; and |
| • | Assistance regularly provided to the Compensation Committee by an independent compensation consultant selected by the Compensation Committee. |
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 2025 strategic operating and financial performance include:
| • | Provident had a productive 2025, growing our pre-provision net revenue (PPNR), every consecutive quarter reaching $111 million, or a 1.78% PPNR return on average assets in the fourth quarter, expanding 25 basis points year-over-year. |
| • | For the year ended December 31, 2025, net income totaled $291.2 million or $2.23 per basic and diluted share compared to $115.5 million or $1.05 per basic and diluted share for the year ended December 31, 2024. Full year 2024 only included approximately six months of Lakeland, based on the close of the merger on May 15, 2024. |
| • | We maintained our non-interest expense as a percentage average assets below 1.90% in 2025, and drove positive operating leverage every quarter with our efficiency ratio at 51% as of December 31, 2025. |
| • | Provident’s annualized returns on average assets, average equity, and average tangible equity were 1.34%, 11.78%, and 17.58% respectively for the quarter ended December 31, 2025. |
| • | Total gross loans grew 4.5% in 2025 to $19.5 billion, driven by $3.2 billion of new originations by our commercial lending team. The commercial loan pipeline stood at $2.74 billion as of December 31, 2025. |
| • | Our diverse fee income contribution continued to make a significant positive impact to our overall financial success. During 2025, we saw significant growth in insurance and SBA gain-on-sale revenues, while also making investments in our wealth platform for future growth. |
| • | Our net interest margin (net interest income divided by average interest earning assets) for the year ended December 31, 2025 increased 13 basis points to 3.39% compared to 3.26% for 2024. |
| • | Total assets as of December 31, 2025 were $25 billion, increased from $24.1 billion as December 31, 2024. Total deposits of $19.3 billion increased 3.5% year-over-year. |
| • | Our disciplined underwriting has resulted in consistently strong overall credit quality: annualized total net loan charge offs to average loans was 0.07% in 2025, compared to 0.09% in 2024. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 28 | ||
| • | We maintained our regular quarterly cash dividend to stockholders of $0.24 per share in 2025. On January 26, 2026, the company announced a new two million share repurchase authorization. |
| • | Our capital position remained strong, and we exceeded all regulatory requirements for well-capitalized status. |
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 2025 resulted in a favorable vote of approximately 84% of the votes cast on the matter.
Highlights of key compensation actions taken in 2025 were:
| • | 2025 Base Salary: Mr. Labozzetta’s base salary was increased 5.26% from $950,000 to $1,000,000, reflecting his performance as President and Chief Executive Officer and in consideration of peer group market data, where his total direct compensation was below the median of his peers. Messrs. Lyons, Lista, and Vakacherla received salary increases of 3.0%, 5.9%, and 3.7% respectively. Mr. Shara was not awarded a salary increase, as his compensation was established as part of the merger agreement with Lakeland Bank. |
| • | 2025 Cash Incentives: Annual cash incentives were paid at 123.55% of target for the named executive officers, with the exception of Mr. Lista. Mr. Lista earned cash incentives equal to 105.3% of target opportunity, in accordance with his performance against the incentive plans applicable to his business line. Annual cash incentive opportunities for Messrs. Labozzetta, Lyons, Shara, and Vakacherla are based on Provident Bank’s financial performance against goals. Mr. Lista’s cash incentive plan is based on 20% Provident Bank performance results and 80% on his business line results. Mr. Lista’s cash incentive award reflects Provident Bank results at 123.55% and the results of his business line, at 100.7% for Provident Protection Plus, Inc. |
| • | 2025 Long-Term Incentives: For 2025, we granted our named executive officers, a mix of performance-vesting stock awards (75% of target grant value) and time-vesting stock awards (25% of target grant value). The performance-based awards are eligible to vest at the end of a three-year period based upon the achievement of performance goals which include projections of a multi-year return on core average assets and core return on average tangible equity, subject to a relative total stockholder return (TSR) peer group. The time-based awards vest ratably over three years. |
| • | Vesting of Long-Term Incentives for the 2023-2025 Vesting Period: Performance-vesting stock awards for the 2023-2025 performance period vested on March 3, 2026. The goals for the 2023-2025 performance-vesting awards were established prior to the 2023 liquidity crisis, which fundamentally changed liquidity requirements and deposit retention costs for regional banks industry wide. This change substantially impacted the performance vesting awards, as we did not adjust our goals after grants were made to reflect the new environment. The company performance compared to goals was below threshold for the cumulative average core return on average assets and 81.93% compared to goal for the cumulative average core return on tangible equity goals. Our TSR was at the 35.56 percentile compared to established peers so no modifier was applied to the return on average tangible equity goal. Consequently 31.42% of the shares were released and vested. |
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.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 29 | ||
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 2025, 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 2025 executive compensation determinations:
| • | The KBW Regional Bank Index (“KBW Index”) was used to compare long-term performance achievement for the relative TSR measurement in our PSUs. The KBW Index is designed to track the performance of publicly traded US Regional Banks and thrifts. The Compensation Committee believes this index serves as an appropriate relative measure of Provident’s long-term performance. |
| • | A peer group of 18 publicly traded thrift and banking institutions was used for compensation benchmarking exercises used in setting our executives’ 2025 target compensation. The peer group is used for setting compensation levels because these banks are broadly reflective of the environment in which Provident competes for executive talent, and they provide a good indicator of the current competitive range of compensation. Our peer group was substantially revised in 2024 to reflect the scale of our operations after the close of our merger with Lakeland in 2024. In comparison to the peer group established post-merger in 2024, Provident’s asset size ($24.05 billion) was within a reasonable range of the peer median ($23.45 billion) as of December 31, 2024. Additional consideration was given to business model and performance. As noted below, we made one change to the peer group in 2025, which was the removal of Sandy Spring Bancorp, Inc. due to its acquisition and the addition of Wesbanco based on its suitable asset size and business model. Provident’s asset size ($24.98 billion) was within a reasonable range of the new peer median ($26.30 billion) as of December 31, 2025. |
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.
The Committee, with advice from the independent compensation consultant, revised the peer group used for 2025 pay to reflect our post-merger scale by removing one former peer and adding one new peer. The peer group for 2025 included the 18 regional banks listed below.
| 2025 Peer Group(1) | ||||
| Atlantic Union Bankshares Corporation | Fulton Financial Corp. | Simmons First National Corporation | ||
| BankUnited Inc. | Hancock Whitney Corporation | Trustmark Corporation | ||
| Community Financial System, Inc. | Independent Bank Corp. | United Bankshares, Inc. | ||
| Customers Bancorp, Inc. | NBT Bancorp Inc. | United Community Banks, Inc. | ||
| Dime Community Bancshares, Inc. | OceanFirst Financial Corp. | Valley National Bancorp | ||
| Eastern Bankshares, Inc. | Sandy Spring Bancorp, Inc. | WSFS Financial Corporation |
| (1) | In 2025, Wesbanco was added to peer group to replace Sandy Spring Bancorp after the latter’s acquisition. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 30 | ||
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 2025 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.
| Compensation Element |
Description or Purpose | Link to Performance | Fixed/ Performance- Based |
Short or Long- Term | ||||
| Base Salary | Attract and retain executives | Based on individual performance, experience, and scope of responsibility | Fixed | Short-Term | ||||
| Annual Cash Incentive | Drive annual performance achievement of critical operating, financial, and/or strategic goals | Links executive compensation to factors that are important for the company’s success |
Performance-Based | Short-Term | ||||
| Long-Term Incentive Awards | Drive multi-year performance to create long-term stockholder value, align executives with stockholder interests, and serve as a retention tool through multi-year vesting | 75% of the target value of equity awards is based on pre-established company performance goals | Performance-Based | Long-Term | ||||
| Benefits | Supplemental Defined Contribution Benefit Plan | Non-Qualified excess plan to maintain qualified plan benefits limited by IRS rules | Fixed | Long-Term | ||||
| Other Compensation | Retirement plans and health and welfare benefits on the same basis as other employees with limited perquisites | Benefit plans maintain competitive total compensation | Fixed | Short- and Long-Term |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 31 | ||
As illustrated below, in 2025 approximately 68% of the annual target total direct compensation (referred to as “TDC,” comprised of base salary, target cash incentives, and annual long-term equity based on grant date fair values) for Mr. Labozzetta was performance based and not guaranteed. For the other named executive officers, a significant portion of target TDC is performance based and not guaranteed, including 52% for Messrs. Lyons and Vakacherla and 65% for Messrs. Shara and Lista. Not illustrated below, Mr. Shara’s target annual TDC is comprised of 36% base salary, 28% cash incentive opportunity and 36% target equity and Mr. Lista’s target TDC is comprised of 35% annual salary, 48% cash incentive (inclusive of annual cash incentive and commission), and 17% equity.
| CEO Target Direct Compensation Pay Mix |
Other NEO Average Target Direct Compensation Pay Mix | |
 |
 |
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 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 2025, the Compensation Committee considered our company’s 2024 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 financial performance in 2024, 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 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.
| Name | 2025 Salary | 2024 Salary | % Change | |||||||
| Anthony J. Labozzetta | $ | 1,000,000 | $ | 950,000 | 5.26% | |||||
| Thomas M. Lyons | $ | 583,500 | $ | 566,500 | 3.00% | |||||
| George Lista(1) | $ | 360,000 | $ | 340,000 | 5.88% | |||||
| Thomas J. Shara(2) | $ | 760,000 | $ | 760,000 | — | |||||
| Ravi Vakacherla | $ | 475,400 | $ | 458,000 | 3.70% | |||||
| (1) | Mr. Lista’s salary increase includes merit increase of 3.8% and an adjustment of 2.1% based on market data. |
| (2) | Mr. Shara’s annualized salary is reflected in the table, which was not adjusted for 2025. His earned salary for 2024 was $433,583 based on the date he joined Provident Bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 32 | ||
Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2025
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 2025 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 2025 were as follows:
| Annual Cash Incentive as a % of Base Salary | ||||||
| Participant | Threshold | Target | Maximum | |||
| President and Chief Executive Officer | 45% | 90% | 135% | |||
| Executive Vice Chairman | 38% | 75% | 113% | |||
| Chief Financial Officer, Chief Information and Operations Officer | 25% | 50% | 75% | |||
| President of Provident Protection Plus, Inc. | 20% | 40% | 60% | |||
For Mr. Labozzetta and the other named executive officers, the Compensation Committee established the following 2025 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan. The Earnings Per Share Net Income and Efficiency Ratio goals are consistent with the Corporate Goals used in the prior year. In 2024, the Committee made changes to the definition of EPS and Net Income under the plan for 2024 and going forward. These metrics were redefined to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. 2024 was also a year of significant change in Provident Bank’s asset size as a result of the Lakeland merger. Corporate Goals were established for each metric to demonstrate increased performance compared to prior year goals and achievements, noting that in light of the new definitions and the post-merger asset size, goals are not directly comparable to prior periods.
The Compensation Committee believes these metrics meaningfully demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:
01/01/2025 through 12/31/2025
| Threshold | Target(1) | Max | ||||||||
| Metric | Weight | 50% | 100% | 150% | Actual | |||||
| Net Income | 40% | 227.60 | 267.80 | 303.20 | 284.70 | |||||
| EPS | 40% | 1.74 | 2.05 | 2.32 | 2.18 | |||||
| Efficiency Ratio(2) | 20% | 58% | 54% | 51% | 52.70% | |||||
| Cash Incentive Plan Achievement is Target Plus, 123.55% |
| (1) | Performance is interpolated between the Threshold and Maximum opportunity levels. |
| (2) | Represents the ratio of non-interest expense divided by net revenue. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 33 | ||
Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 2025 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 target plus for the full year.
The Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual, and/or non-recurring items. There were no such adjustments to the 2025 results.
Mr. Lista’s cash incentive is based on 20% bank performance and 80% Provident Protection Plus, Inc. (PPP) business goals, which are pre-tax Net Income (weight 60%), Total P&C Commission Revenue (weight 20%) and PPP Efficiency Ratio (weight 20%). Threshold is established as 90% of goal and maximum performance is established as 150% of goal. Actual performance compared with the goals under the PPP portion of the plan for Mr. Lista is shown in the table below.
| Threshold | Target | Max | ||||||||||||||||
| Metric | Weight | 90% | 100% | 150% | Achievement | |||||||||||||
| Pre-Tax Net Income | 60% | $ | 6,082 | $ | 6,758 | $ | 10,137 | $ | 6,789 | |||||||||
| Total P&C Commissions Revenue | 20% | $ | 14,936 | $ | 16,595 | $ | 24,894 | $ | 16,170 | |||||||||
| PPP Efficiency Ratio | 20% | 70.8% | 64.4% | 61.2% | 63.7% | |||||||||||||
| Cash Incentive Plan Achievement Target Plus, 100.7% | ||||||||||||||||||
Based on the foregoing, our named executive officers earned the cash incentives detailed in the table below.
| Name | Cash Incentive | % of Salary | % of Target | ||||
| Anthony J. Labozzetta | $ | 1,111,950 | 111.2% | 123.55% | |||
| Thomas M. Lyons | $ | 360,457 | 61.8% | 123.55% | |||
| George Lista | $ | 151,589 | 42.1% | 105.27% | |||
| Thomas J. Shara | $ | 704,235 | 92.7% | 123.55% | |||
| Ravi Vakacherla | $ | 293,678 | 61.8% | 123.55% | |||
Long-Term Equity Incentives
Our 2024 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:
| Participant | 2025 Opportunity Long-Term Equity Target Award as a % of Base Salary |
| Anthony J. Labozzetta | 120% |
| Thomas J. Shara | 100% |
| Thomas M. Lyons, Ravi Vakacherla | 60% |
| George Lista | 50% |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 34 | ||
The composition of the 2025 long-term equity awards was as follows:
| Performance- Vesting |
Time-Vesting | ||
| Participant |
Restricted Stock |
Restricted Stock | |
| Anthony J. Labozzetta | 75% | 25% | |
| Other Named Executive Officers | 75% | 25% |
In accordance with the established plan design approved by the Compensation Committee, equity grants made in 2025 to the named executive officers are 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 2025 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 allowable under the plan.
The core ROATE portion of the award is subject to a relative “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 25th percentile or (ii) an upward 20% adjustment of payout if our TSR is at or above the 75th percentile. Between the 25th percentile and the 75th 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. Consistent with the annual cash incentive plan, these metrics were redefined prior to grant to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. Corporate Goals were established for each metric to demonstrate increased performance compared to prior year goals and achievements, noting that in light of the new definitions and the post-merger asset size, goals are not directly comparable to prior periods.
| 2025-2027 Performance Goals(1) | Threshold | Target | Maximum | |||||
| Core ROAA | 60% Weight | |||||||
| Multi-Year Core ROAA | 98 bps. | 116 bps. | 124 bps. | |||||
| Core ROATE | 40% Weight | |||||||
| Multi-Year Core ROATE | 12.53% | 16.18% | 17.15% |
| (1) | Performance is interpolated between the Threshold and Maximum opportunity levels. |
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.
| 2025 Performance-Vesting Calibration Long-Term Equity Award as a % of Target | ||||||
| Participant | Threshold | Target | Maximum | |||
| All Named Executive Officers | 50% | 100% | 150% | |||
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.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 35 | ||
2023 Long-Term Equity Awards
The three-year performance-vesting awards granted in 2023 with a performance period ending December 31, 2025, vested on March 3, 2026. The goals for the 2023-2025 performance-vesting awards were established prior to the 2023 liquidity crisis, which fundamentally changed liquidity requirements and deposit retention costs for regional banks industry wide. This change substantially impacted the performance vesting awards, as we did not adjust our goals after grants were made to reflect the new environment. For that three-year measurement period, actual company performance was below threshold for the cumulative Average Core ROAA and between threshold and target for the cumulative Average Core ROATE goals.
| LTIP Performance Goals and Results | Threshold | Target | Maximum | Achievement | ||||
| Multi Year Core ROAA - 60% | ||||||||
| ROAA - 3 year Average | 112 bps | 132 bps | 139 bps | 105 bps | ||||
| Multi Year Core ROATE - 40% | ||||||||
| ROATE - 3 year Average | 10.25% | 14.52% | 16.30% | 12.98% | ||||
| Achievement is Maximum or 150% |
Our TSR was between 25th percentile and 75th percentile of the KBW regional bank index, with an actual result of 35.56th percentile, thus no modifier was applied to the ROATE achievement consistent with the award design. Consequently, shares vested at 31.42% of target. As a result, Messrs. Labozzetta, Lyons, Lista, and Vakacherla received 8,091 shares, 3,237 shares, 1,255 shares, and 2,618 shares respectively, along with the payment of accumulated dividends of $2.88 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, and a 401(k) Plan with discretionary employer matching contributions. The Employee Stock Ownership Plan (ESOP) was sunset and merged into the 401(k) Plan in 2025. Certain of the named executive officers have accrued benefits under a noncontributory defined benefit pension plan that was frozen as of April 1, 2003. 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 formerly the 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 and Mr. Lista; the use of a company-owned automobile for Mr. Labozzetta and Mr. Shara; and a monthly car allowance for Messrs. Lyons, Lista, and Vakacherla. 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.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 36 | ||
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
On June 26, 2025, Provident entered into an amended and restated employment agreement with Mr. Labozzetta, which replaces and supersedes the executive’s prior employment agreement dated March 11, 2020. The initial term of the agreement commenced on June 26, 2025 and continues through June 26, 2028. Commencing on June 26, 2028 and continuing on each June 26th thereafter, the term of the agreement will extend for an additional year, unless the company or Mr. Labozzetta provides notice to the other party at least sixty days prior to the renewal date.
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 severance payment equal to two times the sum of the executive’s base salary as of the date of termination, and the cash incentive that would be paid or payable to the executive at target for Provident Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined; and (3) if the executive elects continued health insurance under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), Provident Bank will reimburse the executive the amount of such premiums, less the active employee charge for such coverage, for up to twenty-four (24) months.
In the event of a termination of employment without cause or a voluntary termination with good reason in connection with a change in control, the executive will be entitled to receive: (1) a cash severance payment equal to three times the sum of the executive’s base salary as of the date of termination (or, if greater, the base salary in effect on the change in control date), and the cash incentive that would be paid or payable to the executive at target for Provident Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), and (2) a cash payment equal to thirty-six (36) times the monthly COBRA premium (less the active employee charge for such coverage) and thirty-six (36) times Provident Bank’s monthly cost of life and disability insurance coverage; in the event that an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, would be assessed on the payments or other benefits received under the Employment Agreement in connection with a change in control, the executive would receive either: (1) all the payments and benefits to which he is entitled under the employment agreement, subject to the excise tax; or (2) have such payments and benefits reduced by the minimum amount necessary so that the excise tax will not apply, if such reduction would result in a greater net after-tax benefit to the executive; and the noncompete restriction period was increased to one year from the date of termination with Provident and Provident Bank.
Mr. Shara has an employment agreement, effective as of May 15, 2024, which was executed in connection with Provident’s merger with Lakeland. The agreement has a term of two years and will expire on May 15, 2026. Under the terms of the agreement, Mr. Shara became Executive Vice Chairman of Provident, for which he will be compensated in the form of base salary and will be eligible to participate in the annual cash incentive plan with a target opportunity equal to 75% of base salary, long term incentive plan with a target opportunity of 100% salary and other benefit plans generally provided to other employees. Effective May 15, 2026, Mr. Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors.
In the event Mr. Shara’s employment is terminated for “good reason” or 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 termination date; (2) a cash lump sum payment equal to one year of base salary and one year of bonus based on the target bonus opportunity; and (3) continued life, medical, dental and disability coverage for a period of twelve months or a cash equivalent payment in lieu of such of coverage, if such coverage is not practicable.
Mr. Shara entered into a change in control agreement in connection with Provident’s merger with Lakeland. The agreement has a term of two years and will expire on May 15, 2026. Mr. Shara also entered into a change in control agreement with the company. In the event Mr. Shara’s employment is terminated for “good reason” or without “cause” in connection with a change in control, the executive will be entitled to receive: (1) a cash severance payment equal to three times the average of the executive’s annual compensation (aggregate base salary and other cash compensation) during the three completed calendar years preceding the year in which the change in control occurs and (2) coverage for the executive (and family, if applicable) under all group insurance and health plans for a period of three years or a lump sum payment equivalent to thirty six (36) times the monthly cost of to the executive of COBRA benefits.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 37 | ||
In addition, Mr. Shara entered into a non-competition and non-solicitation agreement in connection with Provident’s merger with Lakeland, under which Mr. Shara will be prohibited from competing with and soliciting employees and customers from Provident and Provident Bank for a two-year period following the date on which he ceases to perform services for Provident, in exchange for a lump sum cash payment in the amount of $3,100,000. Such payment was made to Mr. Shara on the first regularly scheduled payroll cycle following the closing of the merger with Lakeland and if Mr. Shara breaches the non-competition and/or non-solicitation restrictions, Provident may require Mr. Shara to pay Provident an amount equal to the after-tax portion of the cash lump sum payment.
Retirement Transition and Release Agreement
On January 13, 2026, Thomas M. Lyons notified Provident and Provident Bank (together the “Company”) that he intended to resign as Senior Executive Vice President and Chief Financial Officer effective the earlier of June 30, 2026 or the appointment of a successor (the “Transition Date”). In connection with Mr. Lyons’ retirement, the Company entered into a Retirement Transition and Release Agreement with Mr. Lyons dated January 13, 2026 (the “Transition Agreement”). Under the Transition Agreement, Mr. Lyons agreed to continue to serve as Senior Executive Vice President and Chief Financial Officer of the Company through the Transition Date and then continue as an employee of the Company, in the role of Special Advisor to the Company’s President and Chief Executive Officer, until his last day of employment on January 31, 2027 (the “Termination Date”). Pursuant to the Transition Agreement, Mr. Lyons will receive (1) his regular base salary through the Transition Date, (2) following the Transition Date and ending on the Termination Date, an annualized base salary of $300,000, which shall be prorated, and (3) a cash bonus under the annual incentive plan, which will be pro-rated to take into account Mr. Lyons’ service from January 1, 2026 to the Transition Date. The payments under the Transition Agreement are subject to and contingent on Mr. Lyons signing and not revoking a general release of claims in favor of the Company and Mr. Lyons’ agreement to, and continued compliance with, non-solicitation covenants, non-disparagement, cooperation and non-disclosure provisions.
Executive Severance Plan and Change in Control Agreements
On July 24, 2025, the Board of Directors of Provident adopted the Provident Bank Executive Severance Plan (the “Plan”), which provides severance benefits under certain circumstances to Plan participants, who are selected by the Compensation and Human Capital Committee of the Board of Directors of Provident. Provident’s executive officers, including Thomas M. Lyons, George Lista, and Ravi Vakacherla, who are named executive officers of Provident, have waived their existing change in control agreements, and agreed to accept the terms and conditions of the Executive Severance Plan.
Under the Plan, if an eligible participant is terminated by Provident without “cause” (as defined in the Plan), the participant is eligible to receive: (i) a severance payment equal to one times the participant’s base salary in effect for the year of termination; (ii) one times the cash incentive that would be paid or payable at target for the fiscal year in which the termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined); (iii) continued health insurance coverage for up to one year provided a participant elects COBRA continuation coverage; and (iv) outplacement services for six months, provided the participant signs a waiver and release of claims in favor of Provident.
If a participant’s employment is terminated by Provident without cause or if the participant terminates his or her employment for “good reason” (as defined in the Plan) within two years following a “change in control” (as defined in the Plan), then instead of receiving the benefits described above, the participant is eligible to receive a severance payment equal to an applicable multiple, which is two times for George Lista and Ravi Vakacherla and three times for Thomas M. Lyons, multiplied by the sum of (a) the greater of the (i) participant’s annual base salary in effect on the date of a change in control or (ii) the participant’s annual base salary in effect on the date of his or her termination of employment, (b) the cash incentive that would be paid or payable at target for the fiscal year in which the termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), and (c) a cash payment equal to the product of: (i) twelve times the applicable multiple, and (ii) the monthly COBRA premium in effect on the date of termination and outplacement services for six months, provided the participant signs a waiver and release of claims in favor of Provident. For Mr. Lista, given commissions are a meaningful part of his compensation, the severance calculation includes payment for commissions. The payment is determined based on the average of the prior two years of earned commissions with the applicable multiple, i.e., one year for termination without “cause” or two years for a change in control.
The Plan does not provide for a tax gross-up payment to any of the executive officers, or any other eligible employee, to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended. Instead, the Plan provides that in the event the payments described above would, if paid, be subject to the Excise Tax, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the Excise Tax, provided that the net amount of the reduced payments, after giving effect to income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the Excise Tax and income tax consequences.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 38 | ||
Executive Stock Ownership Requirements
We maintain 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:
| Directors | Non-employee Directors | 5 times cash annual retainer | ||
| Tier I | Executive Chairman, Executive Vice Chairman President and Chief Executive Officer | 6 times base salary | ||
| Tier II | Other Named Executive Officers | 1.5 times base salary |
Messrs. Labozzetta, Lyons, Lista, and Shara currently meet these guidelines. Mr. Vakacherla has not met the guideline at this time due to his more recent onboarding on July 25, 2022. An executive’s vested restricted stock awards, unvested time-vesting restricted stock awards, and shares of Provident common stock held in the 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.
Equity Compensation Grant Practices
Named executives officers were granted performance shares and restricted stock awards in March of 2025. Stock option awards are not currently a component of executive compensation design.
Provident did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2025.
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, our cash incentive awards and all equity awards (both time-based and performance-based) are subject to the company’s clawback policy, as it may be amended from time to time, and any future clawback and recoupment policy that the company may adopt.
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.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 39 | ||
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 design of incentive plans to ensure they satisfy bank regulatory requirements and do not encourage excessive or imprudent risk taking; |
| • | the internal controls over determining incentive payments and a review of the accuracy of the incentive payments and any related accruals; and |
| • | the board of directors’ oversight of the incentive compensation program to determine if it provides effective governance over the program and satisfies regulatory expectations. |
The risk assessment conducted in 2025 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.
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
James E. Hanson II
Edward J. Leppert
Robert E. McCracken
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 40 | ||
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 2025 compensation decisions for the named executive officers.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 41 | ||
Summary Compensation Table
| Name and Principal Position |
Year | Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
All Other Compensation ($)(6) |
Total ($) |
||||||||||||||||
| Anthony J. Labozzetta President & Chief Executive Officer |
2025 | 998,077 | — | 1,200,000 | 1,111,950 | — | 211,372 | 3,521,400 | ||||||||||||||||
| 2024 | 945,193 | — | 1,425,000 | 890,625 | — | 240,274 | 3,501,092 | |||||||||||||||||
| 2023 | 818,269 | — | 825,000 | 309,375 | — | 121,547 | 2,074,192 | |||||||||||||||||
| Thomas M. Lyons Senior Executive Vice President and Chief Financial Officer |
2025 | 582,846 | — | 350,100 | 360,457 | — | 101,963 | 1,395,367 | ||||||||||||||||
| 2024 | 565,866 | — | 509,900 | 354,063 | — | 141,644 | 1,571,472 | |||||||||||||||||
| 2023 | 549,269 | — | 330,000 | 137,500 | 5,089 | 131,917 | 1,153,775 | |||||||||||||||||
| George Lista(7) Executive Vice President, President/Provident Protection Plus |
2025 | 712,231 | — | 180,000 | 151,589 | — | 54,467 | 1,098,287 | ||||||||||||||||
| 2024 | 647,231 | — | 132,000 | 150,090 | — | 57,232 | 986,553 | |||||||||||||||||
| 2023 | 637,231 | — | — | 128,000 | — | 48,991 | 944,925 | |||||||||||||||||
| Thomas J. Shara Executive Vice Chairman |
2025 | 760,000 | 760,000 | 704,235 | — | 656,266 | 2,880,501 | |||||||||||||||||
| 2024 | 433,583 | 262,302 | 500,000 | 447,746 | — | 4,162,691 | 5,806,322 | |||||||||||||||||
| Ravi Vakacherla Executive Vice President Chief Information and Operations Officer |
2025 | 474,746 | — | 285,240 | 293,678 | — | 69,128 | 1,122,793 | ||||||||||||||||
| 2024 | 457,885 | — | 412,540 | 286,500 | — | 52,627 | 1,209,552 |
| (1) | The amounts shown represent base salary earned during each fiscal year covered. For Mr. Lista the amounts shown include Commissions of $353,000, $308,000, and $318,000 for 2025, 2024, and 2023 respectively. |
| (2) | The amount shown for 2024 represents a guaranteed cash bonus paid for Mr. Shara which is equal to 100% of target for his former role as CEO of Lakeland Bank prior to the merger. |
| (3) | The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $1,339,254, $390,750, $848,185, $318,365, and $200,875 for 2025 for Messrs. Labozzetta, Lyons, Shara, Vakacherla, and Lista respectively; $1,160,306, $415,153, $733,786, $335,921, and $161,212 for 2024 for Messrs. Labozzetta, Lyons, Shara, Vakacherla, and Lista, respectively; and $972,498, $389,039, $314,725, and $150,885 for 2023 for Messrs. Labozzetta, Lyons, Vakacherla and Lista, respectively. The amounts shown for 2024 also include the restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Messrs. Labozzetta, Lyons, Shara, and Vakacherla received $475,000, $170,000, $500,000 and $137,500 respectively of merger related stock awards for 2024. |
| (4) | The amounts shown reflect the payment made under the Executive Annual Incentive Plan. Commencing in 2021, Mr. Lista’s cash incentive payments is based on 80% business line and 20% bank results. For 2024 Mr. Shara earned bonus consistent with the terms of his employment contract with Provident Bank, prorated for time served as Executive Vice Chairman and paid at 125% of target opportunity. |
| (5) | The amounts in this column reflect the actuarial increase in the present value at each year end compared to the prior year end of the named executive officer’s benefits under all defined benefit pension plans. For 2025 and 2024, there was a negative change in present value of the benefits under the defined benefit plan for Mr. Lyons and no amount is disclosed in the Summary Compensation Table. Messrs. Labozzetta, Shara, Vakacherla, and Lista are not participants in the defined benefit pension plan, which was frozen prior to their employment with the Company. No named executive officer received preferential or above-market earnings on deferred compensation. |
| (6) | The amounts in this column represent all other compensation not properly reported in other columns of the Summary Compensation Table including perquisites (non-cash benefits and perquisites such as the use of employer-owned automobiles, car allowances, membership dues, and other personal benefits), the value of cash dividend payable on vested restricted stock awards, accumulated dividends paid on performance-vesting awards that actually vested, employee benefits (employer cost of medical, dental, vision, life and disability insurance), and employer contributions to defined contribution plans (Provident Bank 401(k) Plan, ESOP and the Non-Qualified Supplemental Defined Contribution Plan). Amounts are reported separately under the following “All Other Compensation” and “Perquisites” tables. Mr. Shara was paid dividends on unvested shares per the terms of the Lakeland award agreement. |
| (7) | Mr. Lista was a named executive officer during the last completed fiscal year and he was also a named executive officer two years prior, therefore the compensation information for Mr. Lista must be disclosed for all three fiscal years, even though he was not a named executive officer during the intervening year. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 42 | ||
All Other Compensation
| Name | Year | Perquisites and Other Personal Benefits ($) |
Dividends on Stock Awards ($) |
Change in Control & Merger Related Payments ($)(8) |
Company Contribution on Employee Medical and Insurance Benefits ($) |
Company Contributions to Retirement, 401(k) and Non-Qualified Plans ($) |
Total ($) |
|||||||
| Anthony J. Labozzetta | 2025 | 26,921 | 118,769 | — | 24,915 | 40,767 | 211,372 | |||||||
| 2024 | 32,786 | 114,898 | — | 22,767 | 69,823 | 240,274 | ||||||||
| 2023 | 30,478 | 5,024 | — | 24,328 | 61,717 | 121,547 | ||||||||
| Thomas M. Lyons | 2025 | 10,200 | 47,020 | — | 20,585 | 24,158 | 101,963 | |||||||
| 2024 | 11,450 | 54,046 | — | 17,902 | 58,246 | 141,644 | ||||||||
| 2023 | 6,000 | 52,744 | — | 19,009 | 54,164 | 131,917 | ||||||||
| George Lista | 2025 | 17,480 | 11,700 | — | 10,457 | 14,830 | 54,467 | |||||||
| 2024 | 17,334 | 13,833 | — | 9,645 | 16,420 | 57,232 | ||||||||
| 2023 | 20,832 | 2,486 | — | 10,209 | 15,464 | 48,991 | ||||||||
| Thomas J. Shara | 2025 | 7,644 | 110,383 | 500,000 | 24,239 | 14,000 | 656,266 | |||||||
| 2024 | 5,635 | 45,960 | 4,100,000 | 11,096 | — | 4,162,691 | ||||||||
| Ravi Vakacherla | 2025 | 12,000 | 9,352 | — | 27,942 | 19,834 | 69,128 | |||||||
| 2024 | 23,000 | 914 | — | 10,105 | 18,608 | 52,627 |
| (8) | The amounts shown for Mr. Shara include $500,000 and $1,000,000 under his Retention and Award Agreement for 2025 and 2024 respectively, and $3,100,000 under his Non-Competition and Non-Solicitation Agreement for 2024. |
Perquisites
| Name | Year | Personal Use of Company Car/Car Allowance ($)(9) |
Club Dues ($) |
Executive Health Plan ($) |
Total Perquisites and Other Personal Benefits ($)(10) |
|||||
| Anthony J. Labozzetta | 2025 | 3,960 | 17,661 | 5,300 | 26,921 | |||||
| 2024 | 3,908 | 16,278 | 12,600 | 32,786 | ||||||
| 2023 | 5,325 | 24,196 | 957 | 30,478 | ||||||
| Thomas M. Lyons | 2025 | 10,200 | — | — | 10,200 | |||||
| 2024 | 10,200 | — | — | 11,450 | ||||||
| 2023 | 6,000 | — | — | 6,000 | ||||||
| George Lista | 2025 | 15,300 | 2,180 | — | 17,480 | |||||
| 2024 | 15,300 | 2,034 | — | 17,334 | ||||||
| 2023 | 15,300 | 2,332 | — | 20,832 | ||||||
| Thomas J. Shara | 2025 | 7,644 | — | — | 7,644 | |||||
| 2024 | 5,635 | — | — | 5,635 | ||||||
| Ravi Vakacherla | 2025 | 12,000 | — | — | 12,000 | |||||
| 2024 | 12,000 | — | 11,000 | 23,000 |
| (9) | For Messrs. Labozzetta and Shara, the amount shown is the value attributable to personal use of a company-provided automobile calculated in accordance with Internal Revenue Service guidelines. For the other named executive officers, the amount shown is a monthly car allowance. |
| (10) | The amount shown for Mr. Lyons includes a Service Award of $1,250 in 2024. The amount shown for Mr. Lista includes a Service Award of $3,200 in 2023. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 43 | ||
Plan-Based Awards
The following table shows certain information as to grants of plan-based awards for the 2025 incentive plan year made to the named executive officers. The awards granted on March 13, 2026 represent the cash incentive payments that could be earned based on performance under the Executive Annual Cash Incentive Plan for 2025. The awards granted on March 3, 2025 are long-term equity incentive awards which are primarily performance-vesting awards. The Compensation Discussion and Analysis contains information about cash- and equity-based incentive awards made to our named executive officers.
Grants of Plan-Based Awards Table for the Year Ended December 31, 2025
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Possible Payouts Under Equity Incentive Plan Awards(2) |
All Other Stock Awards: Number of Shares of Stock or Units (#)(3) |
Grant Date Fair Value of Stock and Option Awards ($)(4) |
|||||||||||||||
| Name | Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||
| Anthony J. Labozzetta | 3/13/2026 | 90,000 | 900,000 | 1,350,000 | — | — | — | — | — | |||||||||
| 3/3/2025 | — | — | — | 24,515 | 49,030 | 73,545 | — | 900,000 | ||||||||||
| 3/3/2025 | — | — | — | — | — | — | 16,474 | 300,000 | ||||||||||
| Thomas M. Lyons | 3/13/2026 | 29,175 | 291,750 | 437,625 | — | — | — | — | — | |||||||||
| 3/3/2025 | — | — | — | 7,153 | 14,305 | 21,458 | — | 262,575 | ||||||||||
| 3/3/2025 | — | — | — | — | — | — | 4,806 | 87,525 | ||||||||||
| George Lista | 3/13/2026 | 14,400 | 144,000 | 216,000 | — | — | — | — | — | |||||||||
| 3/3/2025 | — | — | — | 3,677 | 7,354 | 11,031 | — | 135,000 | ||||||||||
| 3/3/2025 | — | — | — | — | — | — | 2,471 | 45,000 | ||||||||||
| Thomas J. Shara | 3/13/2026 | 57,000 | 570,000 | 855,000 | — | — | — | — | — | |||||||||
| 3/3/2025 | — | — | — | 15,526 | 31,052 | 46,578 | — | 570,000 | ||||||||||
| 3/3/2025 | — | — | — | — | — | — | 10,434 | 190,000 | ||||||||||
| Ravi Vakacherla | 3/13/2026 | 23,770 | 237,700 | 356,550 | — | — | — | — | — | |||||||||
| 3/3/2025 | — | — | — | 5,828 | 11,655 | 17,483 | — | 213,930 | ||||||||||
| 3/3/2025 | — | — | — | — | — | — | 3,916 | 71,310 | ||||||||||
| (1) | The amounts shown at Target assume achievement of 100% of Company goals and objectives. For Mr. Lista the Target assumes achievement of goals based on 80% on the Insurance business and 20% company goals. The range of estimated possible payouts reflects the full potential of the annual incentive payment if only one performance goal is achieved at Threshold level and if all performance goals are achieved at Maximum level. |
| (2) | Represents the number of restricted stock units that may vest if performance goals are achieved over the three-year period 2025-2027 at the stated levels. The Threshold is shown as 50% of target and Maximum is 150% in accordance with the plan. |
| (3) | Represents the number of three-year time-vesting restricted stock units granted. |
| (4) | Represents the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Note 13 to our audited financial statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 44 | ||
Outstanding Equity Awards at Year-End
The following table shows certain information about outstanding equity awards as of December 31, 2025 for our named executive officers.
Outstanding Equity Awards At December 31, 2025
| Stock Awards | ||||||||||
| Name | Grant Date |
Number
of Shares or Units of Stock That Have Not Vested (#)(1) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
|||||
| Anthony J. Labozzetta | 3/3/2023 | 2,941 | 58,085 | 25,755 | 508,661 | |||||
| 3/4/2024 | 10,845 | 214,189 | 49,032 | 968,382 | ||||||
| 5/20/2024 | — | — | 30,410 | 600,598 | ||||||
| 3/3/2025 | 16,474 | 325,362 | 49,030 | 968,343 | ||||||
| Thomas M. Lyons | 3/3/2023 | 1,176 | 23,226 | 10,303 | 203,484 | |||||
| 3/4/2024 | 3,880 | 76,630 | 17,543 | 346,474 | ||||||
| 5/20/2024 | — | — | 10,883 | 214,939 | ||||||
| 3/3/2025 | 4,806 | 94,919 | 14,305 | 282,524 | ||||||
| George Lista | 3/3/2023 | 456 | 9,006 | 3,996 | 78,921 | |||||
| 3/4/2024 | 1,507 | 29,763 | 6,812 | 134,537 | ||||||
| 3/3/2025 | 2,471 | 48,802 | 7,354 | 145,242 | ||||||
| Thomas J. Shara | 2/27/2025 | — | — | 78,700 | 1,554,325 | |||||
| 3/3/2025 | 10,434 | 206,072 | 31,052 | 613,277 | ||||||
| Ravi Vakacherla | 3/3/2023 | 952 | 18,802 | 8,335 | 164,616 | |||||
| 3/4/2024 | 3,140 | 62,015 | 14,195 | 280,351 | ||||||
| 5/20/2024 | — | — | 8,803 | 173,859 | ||||||
| 3/3/2025 | 3,916 | 77,341 | 11,655 | 230,186 | ||||||
| (1) | Amounts shown represent the number of time-vesting stock awards or units that were not vested at December 31, 2025. Note, effective with the 2025 grant, the award structure was changed from restricted stock awards (for 2023 and 2024) to restricted stock units. | |
| (2) | Amounts shown are based on the fair market value of Provident common stock on December 31, 2025 of $19.75. | |
| (3) | Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2023-2025, 2024-2026, 2025-2027 at Target level. For Messrs. Labozzetta, Lyons, and Vakacherla amounts shown also include the number of restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Mr. Shara’s amount shown also includes Executive PSUs Converted to Time-Based RSUs. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 45 | ||
Option Exercises and Stock Vested
The following table shows certain information about restricted stock awards that vested in 2025.
| Stock Awards | Stock Options | |||||||
| Name | Number
of Shares Acquired on Vesting (#) |
Value
Realized on Vesting ($)(1) |
Number
of Shares Exercised (#) |
Value
Realized on Exercise ($)(2) |
||||
| Anthony J. Labozzetta | 45,834 | 833,696 | — | — | ||||
| Thomas M. Lyons | 18,012 | 327,721 | — | — | ||||
| George Lista | 4,717 | 85,698 | — | — | ||||
| Thomas J. Shara | 49,070 | 877,413 | — | — | ||||
| Ravi Vakacherla | 5,029 | 90,395 | — | — | ||||
| (1) | The value realized on vesting represents the market value on the day the stock vested for both performance and time-vested stock awards. | |
| (2) | There were no Stock Options Exercised by the NEOs listed during 2025. |
Pension Benefits
We maintain a non-contributory defined benefit pension plan covering full-time employees who had attained age 21 with at least one year of service as of April 1, 2003, the date on which the pension plan was frozen. All participants in the pension plan are 100% vested.
Pension plan participants generally become entitled to retirement benefits upon their later attainment of age 65 or the fifth anniversary of participation in the plan, which is referred to as the normal retirement date. The normal retirement benefit is equal to 1.35% of the participant’s average final compensation up to the average social security level, plus 2% of the participant’s average final compensation in excess of the average social security level multiplied by the participant’s years of credited service to a maximum of 30 years.
Vested retirement benefits generally are paid beginning on the participant’s normal retirement date. Participants with accrued benefits in the pension plan prior to April 1, 2003 continued to vest in their pre-April 1, 2003 accrued benefit.
A participant may elect to retire prior to age 65 and receive early retirement benefits if retirement occurs after completion of at least five consecutive years of vested service and attainment of age 55. If an early retirement election is made by a participant, retirement benefits will begin on the first day of any month during the ten-year period preceding the participant’s normal retirement date, as directed by the retiring participant. If a participant elects to retire prior to attaining age 65 and after completing five years of credited service, his or her accrued pension benefit will be a reduced benefit calculated pursuant to the terms of the pension plan. However, if a participant terminates employment after December 31, 2001 and elects to retire early after both attaining age 60 and completing 25 years of credited service, his or her accrued pension benefit will be unreduced. If the termination of service occurs after the normal retirement date, the participant’s benefits will begin on the participant’s postponed retirement date.
The following table shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each named executive officer, under each of the pension plans determined using interest rate and mortality rate assumptions consistent with those used in Provident’s financial statements.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 46 | ||
Pension Benefits At And For The Year Ended December 31, 2025
| Name | Plan Name | Number
of Years Credited Service (#) |
Present
Value of Accumulated Benefit ($)(1) |
Payments
During Last Fiscal Year ($) |
||||
| Anthony J. Labozzetta | None applicable | — | — | — | ||||
| Thomas M. Lyons | The First Sentinel Pension Plan | 26 | 65,617 | — | ||||
| George Lista | None applicable | — | — | — | ||||
| Thomas J. Shara | None applicable | — | — | — | ||||
| Ravi Vakacherla | None applicable | — | — | — |
| (1) | The amounts shown are determined based on the measurement date of December 31, 2025. For the discount rate and other assumptions used, please refer to note 13 to our audited financial statements contained in our Annual Report on Form 10-K. |
Non-Qualified Deferred Compensation
The following table shows certain information about the participation by each named executive officer in our non-qualified defined contribution plans at and for the year ended December 31, 2025.
Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025
| Name | Executive Contributions in Last Fiscal Year ($) |
Registrant Contributions in Last Fiscal Year ($)(1) |
Aggregate Earnings in Last Fiscal Year ($)(2) |
Aggregate Withdrawals/ Distributions ($)(3) |
Aggregate Balance at Last Fiscal Year-End ($)(4) |
|||||
| Anthony J. Labozzetta | — | 25,923 | 49,595 | — | 1,130,634 | |||||
| Thomas M. Lyons | — | 9,314 | 11,894 | — | 268,135 | |||||
| George Lista | — | — | 15,814 | — | 353,913 | |||||
| Thomas J. Shara | — | — | 621,727 | 150,000 | 9,370,338 | |||||
| Ravi Vakacherla | — | 4,990 | 675 | — | 19,760 |
| (1) | The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2025. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 2025 of $19.75 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation.” Messrs. Shara and Lista do not participate in the Non-Qualified Supplemental Defined Contribution Plan. |
| (2) | The amounts shown include interest and dividends credited under the Non-Qualified Supplemental Defined Contribution Plan. For Mr. Labozzetta the amount shown includes interest on his SB One Supplemental Executive Retirement Plan. For Mr. Shara the amount shown includes interest on his Lakeland Executive Elective Deferral Plan and his Lakeland Deferred Compensation Plan. The amounts shown include an increase in the value of the phantom shares attributable to the ESOP portion of the supplemental benefit as the fair market value of Provident common stock at December 31, 2025 was $19.75 per share compared to $18.87 per share at December 31, 2024. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.” |
| (3) | For Mr. Shara the amount shown represents payments from his Supplemental Executive Retirement Plan in the amount of $12,500 per month for a total SERP payment of $150,000 for 2025. |
| (4) | For Mr. Labozzetta the amount shown includes a balance of $920,431 in his SB One Supplemental Executive Retirement Plan. For Mr. Lista the amount shown includes a balance of $353,913 in his SB One Supplemental Executive Retirement Plan. For Mr. Shara the amount shown includes a balance of $2,012,500 in his Supplemental Executive Retirement Plan, a balance of $4,258,065 in the Lakeland Executive Elective Deferral Plan and a balance of $3,099,773 in his Lakeland Deferred Compensation Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $25,923, $9,314, and $4,990 for Messrs. Labozzetta, Lyons, and Vakacherla for 2025; $56,439, $23,507, and $14,133 for Messrs. Labozzetta, Lyons, and Vakacherla, respectively for 2024; $45,134 and $21,975 for Messrs. Labozzetta and Lyons for 2023. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 47 | ||
We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), that provides additional benefits to certain employees whose benefits under the 401(k) Plan and ESOP are reduced by tax law limitations applicable to tax-qualified plans. The Supplemental Plan requires a contribution for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP. The Supplemental Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Vesting of these supplemental benefits is subject to the same terms and conditions as the benefits provided under the 401(k) Plan and ESOP. The 401(k) portion of the benefit under the Supplemental Plan is credited with interest at an annual rate equal to the bond equivalent yield on United States Treasury Securities adjusted to a constant maturity of ten years. As previously noted, in 2025 the ESOP was sunset and merged into the 401(k) plan.
Benefits payable under the Supplemental Plan are payable to the participant in a lump sum during the calendar year immediately following the calendar year of the earliest to occur of: (i) separation from service; (ii) disability; or (iii) death of the participant. The 401(k) portion of the benefit under the Supplemental Plan is paid in cash and the ESOP portion of the benefit is paid in cash unless the committee administering the Supplemental Plan determines in its sole discretion to pay the equivalent benefit in the form of Provident common stock.
Potential Payments Upon Termination or Change in Control
Provident has entered into an employment agreement with Messrs. Labozzetta and Shara, inclusive of a three-year change in control agreement with Messrs. Lyons, Lista, and Vakacherla to participate in the Executive Severance Plan adopted by Provident on July 24, 2025. Under this plan, Messrs. Lyons, Lista, and Vakacherla are eligible for severance with a one-year multiple for separation without cause, and not due to a change in control or a two-year multiple (for Messrs. Lista and Vakacherla) and a three-year multiple for Mr. Lyons in the event of a change in control or for good reason following a prescribed period after a change in control.
The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, as of December 31, 2025, pursuant to such individual’s employment agreement or the Executive Separation Plan, as applicable, in the event of termination of such executive’s employment under the circumstances noted in the tables. No payments are required due to a voluntary termination under the employment agreement or Executive Severance Plan.
The amount of compensation and benefits payable to each named executive officer upon an involuntary termination without cause or a termination by the executive for Good Reason, in each case following a change in control and in the event of disability (with respect to Messrs. Labozzetta’s and Shara’s employment agreements) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2025, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his termination. The amounts shown relating to unvested stock awards are based on the fair market value of our common stock on December 31, 2025, the last trading day of 2025, of $19.75 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in the agreements with Messrs. Labozzetta and Shara.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 48 | ||
Potential Payments Upon Termination or Change in Control as of December 31, 2025
| Anthony J. Labozzetta | Employment Agreement | Employment Agreement | Change in Control Agreement | |||||
| After Change in Control | ||||||||
| Benefit | Termination w/o Cause or for Good Reason ($)(1) |
Disability ($)(2)(3) |
Death ($)(3) |
Termination w/o Cause or for Good Reason ($)(4) | ||||
| Salary | 2,000,001 | 1,500,000 | — | 3,000,001 | ||||
| Incentive/Bonus | 1,800,001 | — | — | 2,700,001 | ||||
| Total Cash Payments | 3,800,002 | 1,500,000 | 0 | 5,700,002 | ||||
| Medical | 50,945 | 38,209 | — | 76,417 | ||||
| Dental | 1,236 | 927 | — | 1,854 | ||||
| Life Insurance | — | — | — | 3,964 | ||||
| Long-Term Disability | — | — | — | 1,782 | ||||
| Vision | 101 | 76 | — | 151 | ||||
| Total Benefits | 52,282 | 39,212 | 0 | 84,168 | ||||
| Total Cash & Benefits | 3,852,284 | 1,539,212 | 0 | 5,784,170 | ||||
| Value Unvested Options | — | — | — | — | ||||
| Value Unvested Awards | — | 3,643,620 | 3,643,620 | 3,643,620 | ||||
| TOTAL | 3,852,284 | 5,182,832 | 3,643,620 | 9,427,790 |
| (1) | Salary benefit is based on 24 months of base salary pursuant to the new Employment Agreement effective June 26, 2025. Incentive benefit is based on 24 months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on the Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage less the active employee premium for such coverage for twenty-four (24) months. |
| (2) | Represents 75% of base salary along with benefit payments for the length of COBRA coverage of 18 months. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. The Disability payment has been calculated for two (2) years until the executive turns 65. Treatment of unvested equity in event of disability is detailed in footnote 3. |
| (3) | Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. |
| (4) | Pursuant to the new Employment Agreement effective June 26, 2025, Provident Bank shall pay Mr. Labozzetta a single lump sum cash payment in an amount equal to three (3) times the sum of: (i) the Executive’s base salary, at the greater of the Base Salary in effect on the Change in Control or his Termination Date, and the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Health and welfare benefits payable are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage less the active employee premium for such coverage for thirty-six (36) months. In addition, Mr. Labozzetta shall receive a lump sum cash payment in an amount equal to Provident Bank’s cost (at active employee rates) equal to thirty-six times Provident Bank’s monthly charge in effect on the Termination Date for life and disability insurance coverage for the Executive. Any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 49 | ||
| Thomas M. Lyons | After Change in Control | |||||
| Benefit | Termination w/o Cause or for Good Reason ($)(1) |
Disability & Death ($)(2) |
Termination w/o Cause or for Good Reason ($)(3) | |||
| Salary | 583,500 | — | 1,750,501 | |||
| Incentive/Bonus | 291,750 | — | 875,250 | |||
| Total Cash Payments | 875,250 | — | 2,625,751 | |||
| Medical | 25,370 | — | 76,109 | |||
| Dental | 917 | — | 2,751 | |||
| Vision | 135 | — | 405 | |||
| Total Benefits | 26,422 | — | 79,265 | |||
| Total Cash & Benefits | 901,672 | — | 2,705,016 | |||
| Value Unvested Options | — | — | — | |||
| Value Unvested Awards | — | 1,242,196 | 1,242,196 | |||
| TOTAL | 901,672 | 1,242,196 | 3,947,212 |
| (1) | Salary benefit is based on twelve (12) months of base salary pursuant to the new Executive Severance Plan effective July 24, 2025. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. |
| (2) | Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. |
| (3) | Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is three (3) times for Mr. Lyons, the sum of: (i) the Participant’s base salary, as in effect at the time of a Qualifying Termination, plus (ii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Lyons three (3), and (ii) Provident Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 50 | ||
| George Lista | Employment Agreement |
Change in Control Agreement | ||||
| Benefit | Termination w/o Cause or for Good Reason ($)(1) |
Disability & Death ($)(2) |
After Change in Control ($)(3) | |||
| Salary | 360,000 | — | 720,001 | |||
| Commission | 353,000 | — | 706,000 | |||
| Incentive/Bonus | 151,589 | — | 303,178 | |||
| Total Cash Payments | 864,589 | 0 | 1,729,179 | |||
| Medical | 11,981 | — | 23,963 | |||
| Dental | 724 | — | 1,448 | |||
| Vision | 71 | — | 142 | |||
| Total Benefits | 12,776 | 0 | 25,553 | |||
| Total Cash & Benefits | 877,366 | 0 | 1,754,732 | |||
| Value Unvested Options | — | — | — | |||
| Value Unvested Awards | — | 446,271 | 446,271 | |||
| TOTAL | 877,366 | 446,271 | 2,201,003 |
| (1) | Pursuant to the new Executive Severance Plan effective July 24, 2025, salary and commission benefit is based on twelve (12) months of base salary, plus twelve months of commissions, with commissions calculated based on the average of earned commissions for the two prior completed years. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. |
| (2) | Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. |
| (3) | Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is two (2) times for Mr. Lista, the sum of: (i) Provident Participant’s base salary plus (ii) annual commission, with commissions calculated based on the average of earned commissions for the two prior completed years, as in effect at the time of a Qualifying Terminations, plus (iii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Lista two (2), and (ii) Provident Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 51 | ||
| Thomas J. Shara | Employment Agreement |
Employment Agreement |
Change in Control Agreement | |||||
| After
Change in Control | ||||||||
| Benefit | Termination w/o Cause or for Good Reason ($)(1) |
Disability ($)(2)(3) |
Death ($)(3) |
Termination w/o Cause or for Good Reason ($)(4) | ||||
| Salary | 760,000 | 570,000 | — | 2,280,000 | ||||
| Incentive/Bonus | 710,048 | — | — | 2,130,144 | ||||
| Total Cash Payments | 1,470,048 | 570,000 | 0 | 4,410,144 | ||||
| Medical | 36,411 | 36,411 | — | 109,234 | ||||
| Dental | 2,261 | 2,261 | — | 6,784 | ||||
| Life Insurance | 653 | 653 | — | 1,960 | ||||
| Long-Term Disability | 594 | 594 | — | 1,782 | ||||
| Vision | 205 | 205 | — | 615 | ||||
| Total Benefits | 40,124 | 40,124 | 0 | 120,375 | ||||
| Total Cash & Benefits | 1,510,172 | 610,124 | 0 | 4,530,519 | ||||
| Value Unvested Options | — | — | — | — | ||||
| Value Unvested Awards | — | 2,373,674 | 2,373,674 | 2,373,674 | ||||
| TOTAL | 1,510,172 | 2,983,798 | 2,373,674 | 6,904,193 |
| (1) | Salary benefit is based on 12 months pursuant to the Employment Agreement. |
| (2) | Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. |
| (3) | Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. |
| (4) | Pursuant to his Change in Control agreement, Provident Bank shall pay Mr. Shara (1) a cash severance payment equal to three times the average of the executive’s annual compensation (aggregate base salary and other cash compensation) during the three completed calendar years preceding the year in which the change in control occurs and (2) coverage for the executive (and family, if applicable) under all group insurance and health plans for a period of three years or a lump sum payment equivalent to thirty six (36) times the monthly cost of to the executive of COBRA benefits. Any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 52 | ||
| Ravi Vakacherla | Change in Control Agreement | |||||
| Benefit | Termination w/o Cause or for Good Reason ($)(1) |
Disability & Death ($)(2) |
After Change in Control ($)(3) | |||
| Salary | 475,400 | — | 950,800 | |||
| Incentive/Bonus | 237,700 | — | 475,400 | |||
| Total Cash Payments | 713,100 | 0 | 1,426,200 | |||
| Medical | 36,596 | — | 73,192 | |||
| Dental | 1,491 | — | 2,981 | |||
| Vision | 209 | — | 418 | |||
| Total Benefits | 38,296 | 0 | 76,591 | |||
| Total Cash & Benefits | 751,396 | 0 | 1,502,791 | |||
| Value Unvested Options | — | — | — | |||
| Value Unvested Awards | — | 1,007,170 | 1,007,170 | |||
| TOTAL | 751,396 | 1,007,170 | 2,509,961 |
| (1) | Salary benefit is based on twelve (12) months of base salary pursuant to the new Executive Severance Plan effective July 24, 2025. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. |
| (2) | Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. |
| (3) | Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is two (2) times for Mr. Vakacherla, the sum of: (i) the Participant’s base salary, as in effect at the time of a Qualifying Terminations, plus (ii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Vakacherla two (2), and (ii) the Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 53 | ||
Pay Ratio Disclosure
The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Labozzetta, who served as our President and Chief Executive Officer in 2025, to the median of the total annual compensation of our employees except Mr. Labozzetta for 2025. Our median employee for this calculation was determined using total annual compensation data for all our active employees, excluding Mr. Labozzetta as of December 31, 2025. We included all active employees including those employed on a full-time, part-time, or seasonal basis. We did not annualize or prorate the data used in the calculation. Total annual compensation used to arrive at the median employee was consistent with that used to calculate total annual compensation for the named executive officers as required by the SEC, excluding the change in pension value and nonqualified deferred compensation earnings and the value of other benefits available on a non-discriminatory basis to all our employees, such as company contributions to health, life, and disability insurance.
After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $85,110 for 2025, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table. The total annual compensation for Mr. Labozzetta for the same period was $3,521,400. The ratio of Mr. Labozzetta’s total annual compensation to the median total annual compensation of all other employees for 2025 was 41:1.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 54 | ||
Pay Versus Performance
As discussed in the Compensation Discussion and Analysis appearing earlier, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEO’s realized compensation to the achievement of the company’s financial and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, 2022, and 2021.
| Year | Summary Compensation Table Total for First CEO(1) $ | Summary Compensation Table Total for Second CEO(2) $ | Compensation Actually Paid to First CEO(3) $ | Compensation Actually Paid to Second CEO(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(4) $ | Value of Initial Fixed $100 Investment Based on: | Net Income $ (in millions) | Return on Average Assets(6) | |||||||||||
| TSR(5) | Peer Group TSR(5) | |||||||||||||||||||
| 2025 | $ | $ | ||||||||||||||||||
| 2024 | $ | $ | ||||||||||||||||||
| 2023 | $ | $ | ||||||||||||||||||
| 2022 | $ | $ | ||||||||||||||||||
| 2021 | $ | $ | ||||||||||||||||||
| (1) | For fiscal years 2022, 2023, 2024, and 2025, this column presents the Summary
Compensation Table total for President and Chief Executive Officer |
| (2) | For fiscal year 2021, this column presents the Summary Compensation Table total
for President and Chief Executive Officer, |
| (3) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “Compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “Compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value or change in fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Messrs. Labozzetta and Martin’s total compensation to determine the compensation actually paid. |
| (4) | The Non-CEO NEOs in the 2025 reporting year are Thomas M. Lyons, George Lista, Thomas Shara, and Ravi Vakacherla. The Non-CEO NEOs in the 2024 reporting year are Thomas M. Lyons, John Kuntz, Valerie O. Murray, Thomas Shara, and Ravi Vakacherla. The Non-CEO NEOs in the 2023 reporting year are Thomas M. Lyons, John Kuntz, Valerie O. Murray, and George Lista. The Non-CEO NEOs in the 2022 reporting year are Christopher Martin, Thomas M. Lyons, John Kuntz, and Valerie O. Murray. The Non-CEO NEOs in the 2021 reporting year are Anthony J. Labozzetta, Thomas M. Lyons, John Kuntz, and Valerie O. Murray. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEO’s total compensation to determine the compensation actually paid. |
| (5) | TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P U.S. SmallCap Banks Index, which is the same peer group used by the company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
| (6) | Return on average assets is Provident’s selected measure. Values shown reflect ROAA as calculated for purposes of our executive compensation program for the applicable reporting year and may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 55 | ||
| Anthony J. Labozzetta (PEO) | Christopher Martin (PEO) | ||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||
| Total Compensation as reported in Summary Compensation Table | $ | $ | $ | $ | $ | ||||||||||||||||
| Pension values reported in Summary Compensation Table | |||||||||||||||||||||
| Fair value of equity awards granted during fiscal year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | |||||||||||||||||||||
| Fair value of equity compensation granted in current year-value at end of year-end | |||||||||||||||||||||
| Fair value of equity compensation granted in current year-value at vesting date | |||||||||||||||||||||
| Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | ( | ) | ( | ) | |||||||||||||||||
| Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | |||||||||||||||||||||
| Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | |||||||||||||||||||||
| Compensation Actually Paid to CEO | $ | $ | $ | $ | $ | ||||||||||||||||
| Non-CEO NEO Averages | |||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||
| Total Compensation as reported in Summary Compensation Table | $ | $ | $ | $ | $ | ||||||||||||||||
| Pension values reported in Summary Compensation Table | ( | ) | |||||||||||||||||||
| Fair value of equity awards granted during fiscal year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | |||||||||||||||||||||
| Fair value of equity compensation granted in current year-value at end of year-end | |||||||||||||||||||||
| Fair value of equity compensation granted in current year-value at vesting date | |||||||||||||||||||||
| Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | ( | ) | ( | ) | |||||||||||||||||
| Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | |||||||||||||||||||||
| Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | ( | ) | |||||||||||||||||||
| Average Compensation Actually Paid to Non-CEO NEOs | $ | $ | $ | $ | $ | ||||||||||||||||
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 56 | ||
Relationship Between “Compensation Actually Paid” and Performance Measures
As shown in the charts below, the relationship between the Compensation Actually Paid to the CEO and the Average Compensation Actually Paid to the NEOs other than the CEO in fiscal 2021, 2022, 2023, 2024, and 2025 (collectively, “CAP”) to each of (1) net income, (2) TSR, and (3) ROAA demonstrates that such compensation fluctuates to the extent the company is achieving its goals and increasing value for stockholders in line with the company’s compensation philosophy and performance-based objectives.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 57 | ||
The three items listed below represent the most important metrics we used to determine CAP for fiscal year 2025:
| 1. |
| 2. | |
| 3. | |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 58 | ||
Director Compensation
Elements of Director Compensation
Director Fees
Director fees are paid to our non-management directors only. Mr. Martin and Mr. Shara are paid annual salaries for their responsibilities as Executive Chairman and Executive Vice Chairman, respectively. Effective May 15, 2026, Mr. Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors. Mr. Labozzetta receives no director compensation for his service on the board of directors.
Our board of directors establishes director compensation based on the recommendation of the Compensation Committee. Periodically, the Compensation Committee will engage the services of a third-party and will consult external surveys to assist it in a review of director compensation.
We pay annual director fees based on a fiscal year covering the period starting May 1 and ending on April 30. We do not pay “per meeting” fees. The board, through its Compensation and Human Capital Committee regularly reviews board fees, with advice from their independent compensation consultant, to ensure the fee structure and amount is aligned with peers and properly compensates board members for their responsibilities. In 2025, based on the increase to Provident Bank’s asset size and associated increase to responsibilities for the Enterprise Risk Committee, the Board of Directors approved an increase to director fees for the Enterprise Risk Committee Chair and Members from $22,500 and $12,500, respectively, to $27,500 and $15,000, respectively. There were no other changes to the fee schedule. The current director fee schedule is as follows:
| Board Member Annual Retainer | $55,000 | |
| Lead Director Annual Retainer (paid in quarterly installments) |
$25,000 | |
| Committee Annual Retainers | $27,500 for Audit, Compensation, and Enterprise Risk Committee Chairs | |
| (paid in quarterly installments) | $15,000 for each member of the Audit, Compensation, and Enterprise Risk Committees | |
| $20,000 for Governance/Nominating Committee Chair | ||
| $10,000 for each member of the Governance/Nominating Committee | ||
| $22,500 for Finance and Technology Committee Chairs | ||
| $12,500 for each member of the Finance and Technology Committees | ||
| Annual Equity Grant | Shares equivalent to $90,000 based on the grant date price with one-year vesting |
Provident entered into an Executive Chairman Agreement with Mr. Martin, effective January 1, 2023, which was subsequently amended on May 28, 2024. The amended agreement, which replaced his prior employment agreement, has a two-year term expiring May 16, 2026 (extended from May 31, 2024) and provides for a base salary of no less than $450,000. The agreement provides that if Mr. Martin’s employment is terminated for reasons other than for “cause”, or if he terminates his employment following an event constituting “good reason” (each as defined in the agreement), Mr. Martin would be entitled to a lump sum cash payment equal to the base salary due for the remaining term of the agreement, plus continued insurance coverage for the remaining term of the agreement (or a cash equivalency payment). These payments would be in addition to any base salary and incentive compensation (if any) earned as of the date of termination. The termination benefits are subject to Mr. Martin’s compliance with non-solicitation and non-competition provisions for a one-year period following his termination. Benefits relating to a termination following a change in control are provided for in a separate change in control agreement between Provident and Mr. Martin. The change in control agreement was also amended on May 28, 2024 to extend the term of the agreement to May 16, 2026. Definitions under the change in control is consistent with other executives. For Mr. Martin, the change in control severance payment is equal to three times the average of the executive’s annual compensation during the three completed calendar years preceding the year in which a change in control occurs. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for three years.
Mr. Martin’s salary is unchanged from 2024, maintaining his salary of $550,000 for 2025. Based on his performance, the Board of Directors granted Mr. Martin 2,000 shares of PFS common stock which vested at time of grant with a fair market value at time of grant of $36,420. Mr. Martin is eligible for benefits generally available to other employees and the use of a company vehicle.
Mr. Shara is covered by an agreement that is described above in the Compensation Discussion and Analysis section.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 59 | ||
Director Benefits
An annual medical examination is made available to each director.
Retirement Plan for the Board of Directors of Provident Bank
The Retirement Plan for the Board of Directors of Provident Bank was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. For directors having ten or more years of service as of December 31, 2006 (includes one current director), the plan provides cash payments for up to ten years based on age and length of service requirements. The maximum payment under this plan to a board member who terminates service on or after the normal retirement age as defined in the plan with at least ten years of service on the board is 40 quarterly payments of $1,250. We may suspend payments under this plan if Provident Bank fails to meet Federal Deposit Insurance Corporation or New Jersey Department of Banking and Insurance minimum capital requirements. The plan further provides that, in the event of a change in control (as defined in the plan), the undistributed balance of a director’s accrued benefit will be distributed to him or her within 60 days of such change in control.
As a result of the merger, the company assumed responsibility for the Lakeland Bancorp, Inc. Director’s Deferred Compensation Plan. The Lakeland Bancorp, Inc. Director’s Deferred Compensation Plan provides compensation to Directors after separation of service with an annual benefit for 10 years. Eligible Directors must have served a minimum of 5 or more years to receive a benefit. Benefit amounts are determined by years of service with the minimum annual benefit set at $5,000 and maximum annual benefit set at $17,500. Payments begin the 1st of the month after the Directors separation of service or Normal Retirement date. As of the date of this Proxy Statement, one current director participates in this plan.
Voluntary Fee Deferral Plans
Effective November 1, 2023, the company terminated the PFS, Inc. Board of Directors Voluntary Fee Deferral Plan, the First Savings Bank Directors’ Deferred Fee Plan, and the SB One Bancorp Directors’ Deferred Fee Plan, in compliance with Internal Revenue Code Section 409(A), which governs non-qualified fee deferral plans. Section 409(A) requires that if one plan is terminated, all similar plans be terminated.
The company determined that the Board of Directors Voluntary Fee Deferral Plan, the First Savings Bank Directors’ Deferred Fee Plan, and the SB One Bancorp Directors’ Deferred Fee Plan, were similar plans and must be terminated at the same time and benefits distributed. Benefits from all plans were distributed with final distributions on or about November 1, 2024.
The following table sets forth for the year ended December 31, 2025 certain information as to total remuneration paid to directors for their service on the board of directors in 2025 other than Messrs. Martin, Labozzetta and Shara, who are not paid director fees. There were no stock options outstanding for the individuals in this table as of December 31, 2025, and no other compensation was paid to the non-executive directors for their service in 2025. Mr. Martin received an annual salary of $550,000 for his service as Executive Chairman. Compensation paid to Messrs. Labozzetta and Shara is included in this Proxy Statement under the heading “Executive Compensation-Summary Compensation Table.”
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 60 | ||
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change
in Pension Value ($)(2) | All
Other Compensation ($)(3) | Total ($) | |||||||||||||||
| James P. Dunigan | 106,250 | 89,992 | — | 9,997 | 206,239 | |||||||||||||||
| Frank L. Fekete(4) | 11,875 | — | — | 4,447 | 16,322 | |||||||||||||||
| Brian M. Flynn | 102,500 | 89,992 | — | 4,447 | 196,939 | |||||||||||||||
| Ursuline F. Foley | 94,375 | 89,992 | — | 4,447 | 188,814 | |||||||||||||||
| Brian A. Gragnolati | 106,875 | 89,992 | — | 4,447 | 201,314 | |||||||||||||||
| James E. Hanson II | 96,875 | 89,992 | — | 4,447 | 191,314 | |||||||||||||||
| Matthew K. Harding | 105,625 | 89,992 | — | 4,447 | 200,064 | |||||||||||||||
| Edward J. Leppert | 110,000 | 89,992 | — | 4,447 | 204,439 | |||||||||||||||
| Nadine Leslie | 73,125 | 89,992 | — | 6,047 | 169,164 | |||||||||||||||
| Robert E. McCracken | 91,250 | 89,992 | — | 4,447 | 185,689 | |||||||||||||||
| John Pugliese | 110,000 | 89,992 | — | 9,997 | 209,989 | |||||||||||||||
| (1) | The amounts shown reflect the aggregate grant date fair value of the restricted stock units made to each non-management director based on the closing price of the stock on the grant date and computed in accordance with FASB ASC Topic 718. The stock awards were made on May 1, 2025. These stock awards are time-vesting awards that vest in one year. |
| (2) | The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Mr. Fekete has benefits under this plan. For 2025 there was a negative change in present value of the benefits under the defined benefit plan for Mr. Fekete and no amount is disclosed in the Director Compensation Table. |
| (3) | All other Compensation includes Dividends paid on Stock Awards granted. For Messrs. Dunigan and Pugliese and Ms. Leslie the amounts shown also include benefits received under an Executive Health Plan. |
| (4) | Mr. Fekete retired from the Board of Directors on April 24, 2025. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 61 | ||
Security Ownership of Certain Beneficial Owners and Management
Persons and groups who beneficially own in excess of five percent of Provident’s issued and outstanding shares of common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table shows, as of March 27, 2026, certain information as to persons who beneficially owned more than five percent of the issued and outstanding shares of our common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the issued and outstanding shares of our common stock as of March 27, 2026.
Principal Stockholders
| Name and Address of Beneficial Owner | Number of Shares
Owned and Nature of Beneficial Ownership | Percent
of Shares of Common Stock Outstanding(1) | ||
| State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114 | 7,046,392(2) | 5.4% | ||
| Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | 7,814,194(3) | 6.0% | ||
| The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 15,102,299(4) | 11.6% | ||
| BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 19,371,172(5) | 14.9% |
| (1) | Based on 130,313,684 shares of Provident common stock outstanding as of March 27, 2026. |
| (2) | This information is based on a Form 13F Information Table filed with the SEC on February 13, 2026 by State Street Corporation. |
| (3) | This information is based on a Form 13F Information Table filed with the SEC on February 12, 2026 by Dimensional Fund Advisors LP. |
| (4) | This information is based on a Form 13F Information Table filed with the SEC on January 29, 2026 by The Vanguard Group. |
| (5) | This information is based on a Form 13F Information Table filed with the SEC on February 12, 2026 by BlackRock, Inc. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 62 | ||
Management
The following table shows certain information about shares or units of our common stock owned by each nominee for election as director, each incumbent director, each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement, and all nominees, incumbent directors, and executive officers as a group, as of March 27, 2026.
| Name | Position(s) held
with Provident Financial Services, Inc. and/or Provident Bank | Shares
Owned Directly and Indirectly(1) | Shares Subject to Stock Options(2) | Beneficial Ownership | Percent
of Class(3) | Unvested
Stock Awards or Units Included in Beneficial Ownership | ||||||
| Nominees | ||||||||||||
| Brian A. Gragnolati | Director | 35,030 | — | 35,030 | * | 5,392 | ||||||
| Edward J. Leppert | Director | 153,756 | — | 153,756 | * | 5,392 | ||||||
| Nadine Leslie | Director | 24,708 | — | 24,708 | * | 5,392 | ||||||
| Thomas J. Shara | Director and Executive Vice Chairman | 518,673 | — | 518,673 | * | 58,805 | ||||||
| Incumbent Directors | ||||||||||||
| James P. Dunigan | Director | 48,904 | — | 48,904 | * | 5,392 | ||||||
| Brian M. Flynn | Director | 50,014 | — | 50,014 | * | 5,392 | ||||||
| Ursuline Foley | Director | 42,624 | — | 42,624 | * | 5,392 | ||||||
| James E. Hanson II | Director | 134,373 | — | 134,373 | * | 5,392 | ||||||
| Mathew K. Harding | Director | 69,611 | — | 69,611 | * | 5,392 | ||||||
| Anthony J. Labozzetta | President and Chief Executive Officer | 575,666 | — | 575,666 | * | 31,724 | ||||||
| Christopher Martin | Executive Chairman | 838,013 | 325,864 | 1,163,877 | * | — | ||||||
| Robert E. McCracken | Director | 130,848 | — | 130,848 | * | 5,392 | ||||||
| John Pugliese | Director | 87,907 | — | 87,907 | * | 5,392 | ||||||
| Executive Officers Who Are Not Directors | ||||||||||||
| Thomas M. Lyons | Senior Executive Vice President and Chief Financial Officer | 325,618 | — | 325,618 | * | 10,054 | ||||||
| George Lista | Executive Vice President, President of Provident Protection Plus, Inc. | 127,048 | — | 127,048 | * | 5,040 | ||||||
| Ravi Vakacherla | Executive Vice President and Chief Information and Operations Officer | 16,956 | — | 16,956 | * | 8,372 | ||||||
| All directors and executive officers as a group (23 persons) | 3,615,550 | 325,864 | 3,941,414 | 3.02% | 236,482 | |||||||
| * | Direct, plus 401(K) and IRA’s |
| * | Less than 1% |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 63 | ||
| (1) | The amounts shown for executive officers include shares held in our 401(k) Plan as follows: |
| Name | 401(k) Plan Shares | ||
| Christopher Martin | 238,013 | ||
| Anthony J. Labozzetta | 2,722 | ||
| Thomas J. Shara | — | ||
| Thomas M. Lyons | 89,265 | ||
| Ravi Vakacherla | 592 | ||
| All executive officers as a group (10 persons) | 380,531 |
| (2) | Includes shares underlying stock options that are presently exercisable or will become exercisable within 60 days of March 27, 2026. |
| (3) | Based on 130,313,684 shares of Provident common stock outstanding as of March 27, 2026. Shares subject to stock options that are presently exercisable or will become exercisable within 60 days of March 27, 2026 are deemed outstanding for computing the percentage ownership of the person holding such stock options, but are not deemed outstanding for purposes of computing the percentage ownership of other persons. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 64 | ||
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and anyone holding 10% or more of our common stock (reporting persons) to file reports with the Securities and Exchange Commission showing the holdings of, or transactions in, our common stock. Based solely on a review of copies of such reports, and written representations from each such reporting person that no other reports are required, we believe that in 2025 all reporting persons filed the required reports on a timely basis under Section 16(a), except for the following:
| • | A Form 4 covering the acquisition of company shares for Mr. Christopher Martin was inadvertently filed late due to administrative error; and |
| • | A Form 4 covering the sale of company shares for Mr. Martin was also inadvertently filed late due to administrative error. |
Proposal 2 Advisory Vote to Approve Executive Compensation
The Compensation Discussion and Analysis appearing earlier in this Proxy Statement describes our executive compensation program and the compensation decisions made by our Compensation Committee with respect to the Chief Executive Officer and other officers named in the Summary Compensation Table (who are referred to as the “named executive officers”). At the 2025 Annual Meeting of Stockholders, our board of directors recommended, and the stockholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, we determined to hold an annual advisory vote on executive compensation. Pursuant to Section 14A of the Securities Exchange Act of 1934, the board of directors is requesting stockholders to cast a non-binding advisory vote on the following resolution:
“RESOLVED, that the stockholders of Provident Financial Services, Inc. (“Provident”) approve the compensation paid to Provident’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative accompanying the tables.”
Our executive compensation program is based on a pay for performance philosophy that is designed to support our business strategy and align the interests of our executives with our stockholders. Our board of directors believes that the link between compensation and the achievement of its long- and short-term business goals has helped our company’s financial performance over time, while not encouraging excessive risk-taking by management.
For these reasons, the board of directors is recommending that stockholders vote “FOR” this proposal. While this advisory vote is non-binding, the Compensation Committee and the board of directors value the views of our stockholders and will consider the outcome of this vote in future executive compensation decisions.
 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO PROVIDENT’S NAMED EXECUTIVE OFFICERS. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 65 | ||
Proposal 3 Ratification of the Appointment of our Independent Registered Public Accounting Firm
Our independent registered public accounting firm for the year ended December 31, 2025 was KPMG LLP. The Audit Committee has re-appointed KPMG LLP to continue as our independent registered public accounting firm for the year ending December 31, 2026, subject to the ratification by our stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to attend the Annual Meeting virtually, and they will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Stockholder ratification of the appointment of KPMG LLP is not required by our Bylaws or otherwise. However, our board of directors is submitting the appointment of our independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, our Audit Committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of Provident and its stockholders.
Audit Fees
The aggregate fees billed to Provident for professional services rendered by KPMG LLP for the audit of the annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings and engagements were $2,160,000 and $3,076,000 during the fiscal years ended December 31, 2025 and 2024, respectively. The higher audit fees during 2024 related primarily to the company’s acquisition of Lakeland during 2024.
Audit-Related Fees
There were no aggregate fees billed to Provident for assurance and related services rendered by KPMG LLP that were reasonably related to the performance of the audit and review of the financial statements and that are not already reported in “Audit Fees” above, during the fiscal years ended December 31, 2025 and 2024. The 2024 services relate to work performed by KPMG LLP to transition the audits of our employee benefit plans to a new service provider.
Tax Fees
The aggregate fees billed to Provident for professional services rendered by KPMG LLP for tax compliance, tax advice, and tax planning during the fiscal years ended December 31, 2025 and 2024 were $0 and $210,000. The 2025 tax fees related to tax compliance services rendered by KPMG related to Lakeland’s 2023 tax returns and 2024 short period returns and assistance with tax examinations. Agreements for these services were previously entered into by Lakeland prior to the Provident’s acquisition of Lakeland. The Audit Committee currently has a policy that the independent registered public accounting firm shall not perform the preparation and filing of our corporate tax returns, tax compliance, and other tax-related services.
All Other Fees
No fees were billed to Provident for other permissible services rendered by KPMG LLP during each of the fiscal years ended December 31, 2025 and 2024.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 66 | ||
Pre-Approval Policy
Our Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee up to a maximum amount of $25,000 between meetings of the Audit Committee, provided the Chair reports any such approvals to the full Audit Committee at its next meeting. The full Audit Committee pre-approves all other services to be performed by the independent registered public accounting firm and the related fees.
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM. |
Submission of Stockholder Proposals
To be eligible for inclusion in our proxy materials for next year’s Annual Meeting of stockholders, any stockholder proposal under SEC Rule 14a-8 to take action at such meeting must be received at our administrative office at 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001, no later than December 9, 2026. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
Advance Notice of Business to be Conducted at an Annual Meeting
Our Bylaws provide an advance notice procedure for certain business or nominations to our board of directors to be brought before an Annual Meeting of stockholders. For a stockholder to properly bring business before an Annual Meeting, the stockholder must give written notice to our Corporate Secretary not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting, or by no later than December 9, 2026 for next year’s Annual Meeting of stockholders; provided, however, that if the date of the Annual Meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s Annual Meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such Annual Meeting is first made. The notice must include, among other matters, the stockholder’s name, record address, and number of shares owned; a brief description of the proposed business; the reasons for bringing the proposed business before the Annual Meeting; any material interest of the stockholder in the proposed business. Nothing in this paragraph shall be deemed to require Provident to include in its proxy materials under SEC Rule 14a-8 any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.
Notice of Solicitation of Proxies
In addition to the requirements set forth above under “Advance Notice of Business to be Conducted at an Annual Meeting” SEC Rule 14a-19 requires a stockholder intending to engage in a director election contest with respect to the company’s 2027 Annual Meeting of stockholders to give the company notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. This deadline is March 22, 2026.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 67 | ||
Other Matters
As of the date of this Proxy Statement, our board of directors knows of no matters that will be presented for consideration at the Annual Meeting other than as described in this document. However, if any other matters shall properly come before the Annual Meeting or any adjournment or postponement thereof and shall be voted upon, the proposed proxy will be deemed to confer authority to the individuals named therein to vote the shares represented by the proxy in accordance with their best judgment as to any such matters.
AN ADDITIONAL COPY OF OUR ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2025, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 111 WOOD AVENUE SOUTH, P.O BOX 1001, ISELIN, NEW JERSEY 08830-1001.
THE FORM 10-K IS ALSO AVAILABLE FREE OF CHARGE ON THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW.PROVIDENT.BANK.
THE CHARTERS OF OUR AUDIT, COMPENSATION AND HUMAN CAPITAL, FINANCE, GOVERNANCE/NOMINATING, ENTERPRISE RISK, AND TECHNOLOGY COMMITTEES OF THE BOARD OF DIRECTORS, OUR CORPORATE GOVERNANCE PRINCIPLES, CODE OF BUSINESS CONDUCT AND ETHICS AND INDEPENDENCE STANDARDS ARE AVAILABLE ON THE “GOVERNANCE DOCUMENTS” SECTION OF THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW.PROVIDENT.BANK. COPIES OF EACH WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 111 WOOD AVENUE SOUTH, P.O BOX 1001, ISELIN, NEW JERSEY 08830-1001.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 68 | ||
General Information
The Board of Directors of Provident is soliciting proxies for our 2026 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting. The Annual Meeting will be held in a virtual format on Thursday, May 21, 2026 at 10:00 a.m. A
Notice Regarding the Availability of Proxy Materials is first being sent to our stockholders on April 8, 2026.
The 2026 Annual Meeting of Stockholders
Date and Time: Our Annual Meeting of Stockholders will be held in a virtual format only on May 21, 2026 10:00 a.m., Eastern Standard Time at www.virtualshareholdermeeting. com/PFS2026. The board of directors believes that utilizing a virtual meeting format provides an opportunity for a broader group of stockholders to participate in the Annual Meeting, while also reducing the costs and environmental impact associated with holding an in-person meeting.
Participation in the Virtual Stockholder Meeting: Stockholders as of the close of business on the record date may attend the Annual Meeting by going to www.virtualshareholdermeeting.com/PFS2026, and logging-in by using the 16-digit control number indicated on their proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials. We recommend that stockholders log-in to our virtual annual meeting at least 15 minutes before the scheduled starting time.
Record Date: March 27, 2026.
Shares Entitled to Vote: 130,313,684 shares of Provident common stock were outstanding on the record date and are entitled to vote at the Annual Meeting.
Purpose of the Annual Meeting: To consider and vote on the election of four directors, an advisory (non-binding) vote to approve the compensation paid to our named executive officers, and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
Vote Required: Subject to our majority voting policy described under the heading “Corporate Governance-Majority Voting Policy” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is withheld. The advisory vote to approve executive compensation and the ratification of KPMG LLP as our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.”
Board Recommendation: Our board of directors recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, “and “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
Provident: Provident is a Delaware corporation and the bank holding company for Provident Bank, an FDIC-insured New Jersey-chartered capital stock savings bank that operates a network of full-service branch offices throughout New Jersey, eastern Pennsylvania, and Orange, Queens, and Nassau Counties in New York. Our principal administrative offices are located at 111 Wood Avenue South, Iselin, New Jersey 08830-1001. Our telephone number is (732) 590-9200.
Who Can Vote
March 27, 2026 is the record date for determining the stockholders of record who are entitled to vote at our Annual Meeting. On March 27, 2026, 130,313,684 shares of Provident common stock, par value of $0.01 per share, were outstanding and held by approximately 6,062 holders of record. The virtual presence, by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting.
How Many Votes You Have
Each holder of shares of our common stock outstanding on March 27, 2026 will be entitled to one vote for each share held of record. However, our certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of our common stock are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 69 | ||
Matters to be Considered
The purpose of our Annual Meeting is to elect four directors, vote on an advisory basis on executive compensation, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026. We may adjourn or postpone the Annual Meeting for the purpose of allowing additional time to solicit proxies.
Our board of directors is not aware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, we intend that shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies in their best judgment.
How to Participate in the Virtual Annual Meeting
You may participate in the virtual Annual Meeting by going to www.virtualshareholdermeeting.com/PFS2026, and logging-in by using the 16-digit control number indicated on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials. We recommend that you log-in to the virtual Annual Meeting at least 15 minutes before the scheduled start time.
How to Vote
You may vote your shares:
| • | By telephone or Internet (see the instructions at www.proxyvote.com). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials. |
| • | By written proxy. Stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating, and mailing the enclosed Proxy Card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker. |
| • | At the Annual Meeting. Stockholders of record may vote by logging-in to the virtual Annual Meeting and following the instructions. |
If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted “FOR” the election of the four nominees for director, “FOR” approval of the executive compensation paid to our named executive officers, and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
Participants in Provident Benefit Plans
If you are a participant in our 401(k) Plan, or any other benefit plans sponsored by us through which you own shares of our common stock, you will have received a Notice Regarding the Availability of Proxy Materials by e-mail. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of our common stock allocated to his or her plan account. If you own shares through any of these plans and you do not vote by May 17, 2026, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans.
Quorum and Vote Required
The presence, virtually, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes (non-voted proxies submitted by a bank or broker) will be counted for the purpose of determining whether a quorum is present.
Subject to our majority voting policy described under the heading “Corporate Governance-Majority Voting Policy” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “Withheld.” The advisory vote on executive compensation, and the ratification of the appointment of our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “Abstain.”
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 70 | ||
Revocability of Proxies
You may revoke your proxy at any time before the vote is taken at our Annual Meeting. You may revoke your proxy by:
| • | submitting a written notice of revocation to our Corporate Secretary prior to the voting of such proxy; |
| • | submitting a properly executed proxy bearing a later date; |
| • | voting again by telephone or Internet (provided such new vote is received on a timely basis); or |
| • | voting virtually at the Annual Meeting; however, simply participating in the Annual Meeting without voting will not revoke an earlier proxy. |
Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:
Provident Financial Services, Inc.
111 Wood Avenue South
P.O. Box 1001
Iselin, New Jersey 08830-1001
Attention: Corporate Secretary
If your shares are held in street name, you should follow your bank’s or broker’s instructions regarding the revocation of proxies.
Solicitation of Proxies
Provident will bear the entire cost of soliciting proxies. In addition to solicitation of proxies by mail, we will request that banks, brokers, and other holders of record send proxies and proxy materials to the beneficial owners of our common stock and secure their voting instructions, if necessary. We will reimburse such holders of record for their reasonable expenses in taking those actions. Alliance Advisors, LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $8,500 plus reasonable expenses estimated to be $6,000 for their services. If necessary, we may also use several of our employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile, e-mail, or letter.
Householding
Unless you have provided us contrary instructions, we have sent a single copy of these proxy materials to any household at which one or more stockholders reside if we believe the stockholders are members of the same household. Each stockholder in the household will receive a separate Proxy Card. This process, known as “householding,” reduces the volume of duplicate information and helps reduce our expenses. If you would like to receive your own set of proxy materials, please follow these instructions:
| • | If your shares are registered in your own name, contact our transfer agent and inform them of your request to revoke householding by calling them at their toll free number, 1-866-540-7095, or by writing them at Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. |
| • | If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly. |
Recommendation of the Board of Directors
Your board of directors recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, and “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
| PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 71 | ||
P.O. BOX 1001 ISELIN, NJ 08830 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 20, 2026 for shares held directly and by 11:59 p.m. Eastern Time on May 17, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PFS2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 20, 2026 for shares held directly and by 11:59 p.m. Eastern Time on May 17, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V87473-P47282 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY PROVIDENT FINANCIAL SERVICES, INC. The Board of Directors recommends you vote FOR ALL nominees: 1. The election as directors of all nominees listed below (except as marked to the contrary on the right), each for a three-year term: Nominees: 01) Brian A. Gragnolati 02) Edward J. Leppert 03) Nadine Leslie 04) Thomas J. Shara The Board of Directors recommends you vote FOR proposals 2 and 3: 2. The approval (non-binding) of executive compensation. 3. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date For All Withhold For All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com. V87474-P47282 REVOCABLE PROXY PROVIDENT FINANCIAL SERVICES, INC. ANNUAL MEETING OF STOCKHOLDERS May 21, 2026 10:00 a.m. Eastern Standard Time THE BOARD OF DIRECTORS OF PROVIDENT FINANCIAL SERVICES, INC. SOLICITS THIS PROXY. The undersigned hereby appoints Matthew K. Harding, Brian M. Flynn and John Pugliese or any of them, each with full power of substitution, to act as attorneys and proxies for the undersigned, and to vote as designated herein all shares of common stock of Provident Financial Services, Inc. (the “Company”) that the undersigned is entitled to vote, only at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held in a virtual format only, on Thursday, May 21, 2026 at 10:00 a.m., Eastern Standard Time, and at any and all adjournments or postponements thereof. The undersigned hereby further authorizes such proxies to vote in accordance with their best judgment upon such other matters as may properly come before such Annual Meeting and at any and all adjournments or postponements thereof. THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED ON THIS PROXY; AND FOR PROPOSALS 2 AND 3. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE PERSONS APPOINTED AS PROXIES HEREIN IN ACCORDANCE WITH THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. Should the signer elect to vote at the Annual Meeting or at any adjournment or postponement thereof, and after notification to the Secretary of the Company at the Annual Meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the address set forth in the Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement, voting by Internet or telephone, or by the filing of a later dated proxy prior to a vote being taken on a particular proposal at the Annual Meeting. Continued and to be signed on reverse side