UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
OF THE SECURITIES EXCHANGE ACT OF 1934Exchange Act of 1934 (Amendment
(Amendment No. )
| | Filed by the Registrant | | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
| Preliminary Proxy Statement |
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| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material |
PROVIDENT FINANCIAL SERVICES, INC.
(Name of Registrant as Specified Inin Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check | ||
| No fee required. | |
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| Fee paid previously with preliminary materials. | |
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| 239 Washington Street | |||
Jersey City, New Jersey | |||
Dear Fellow Stockholder:
I am pleased to invite you to attendparticipate in the 20182022 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, April 26, 2018,28, 2022, at 10:00 a.m., local time, attime. The virtual meeting platform provides for the Renaissance Woodbridge Hotel, 515 U.S. Highway 1 South, Iselin, New Jersey.safe execution of the Annual Meeting in the continuing COVID-19 environment. Information on how you can participate in the virtual Annual Meeting can be found on page 65 of the proxy statement.
At our Annual Meeting you will be asked to elect twofour 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, 2018.2022.
Your vote is very important regardless of the number of shares you own. Whether or not you plan to attendparticipate 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., Iwe thank you for your continued support.
Sincerely,
Christopher Martin
Executive Chairman
March 18, 2022
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Notice
Annual Meeting of Stockholders
Virtual Meeting Information
Thursday, April 26, 2018THURSDAY, APRIL 28, 2022
10:00 a.m., Local Time
Renaissance Woodbridge Hotel,
515 U.S. Highway 1 South, Iselin, New Jersey
www.virtualshareholdermeeting.com/PFS2022
NOTICE IS HEREBY GIVEN THAT the 20182022 Annual Meeting of Stockholders of Provident Financial Services, Inc. will be held at the Renaissance Woodbridge Hotel, 515 U.S. Highway 1 South, Iselin, New Jersey,in a virtual format on Thursday, April 26, 2018,28, 2022, at 10:00 a.m., local time, to consider and vote upon the following matters:
| 1. | The election of |
| 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, |
| 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 1, 20182022 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/ PFS2022 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 attendparticipate in the Annual Meeting may vote in person,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
John Kuntz, Esq.
Corporate Secretary
Jersey City, New Jersey
Review your proxy statement and vote in one of four ways: | |||
 |  |  |  |
| INTERNET | BY TELEPHONE | BY MAIL | DURING THE ANNUAL MEETING |
| Visit the website on your proxy card | Call the telephone number on your proxy card | Sign, date and return your proxy card in the enclosed envelope | www.virtualshareholdermeeting.com/PFS2022 |
| 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. | |||
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| Back to Contents |
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 overvia the Internet. As a result, beginning on or about March 16, 2018,18, 2022, 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, overvia 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
for the 20182022 Annual Meeting of Stockholders to be Held in a Virtual Format on April 26, 2018:
28, 2022
Our Proxy Statement and 20172021 Annual Report to Stockholders are available
at www.proxyvote.com
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 6 | ||
www.proxyvote.comProposal 1 Election of Directors
The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) is soliciting proxies for our 2018 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting (“Annual Meeting”). The Annual Meeting will be held on Thursday, April 26, 2018 at 10:00 a.m., local time, at the Renaissance Woodbridge Hotel, 515 U.S. Highway 1 South, Iselin, New Jersey.
A Notice Regarding the Availability of Proxy Materials is first being sent to our stockholders on March 16, 2018.
The 2018 Annual Meeting of Stockholders
Date, Time and Place:Our Annual Meeting of Stockholders will be held on April 26, 2018, 10:00 a.m., local time, at the Renaissance Woodbridge Hotel, 515 U.S. Highway 1 South, Iselin, New Jersey
Record Date:March 1, 2018.
Shares Entitled to Vote:66,823,421 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 two 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, 2018.
Vote Required: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, 2018.
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 northern and central New Jersey and eastern Pennsylvania. Our principal executive offices are located at 239 Washington Street, Jersey City, New Jersey 07302. Our telephone number is (732) 590-9200.
March 1, 2018 is the record date for determining the stockholders of record who are entitled to vote at the Annual Meeting. On March 1, 2018, 66,823,421 shares of Provident common stock, par value of $0.01 per share, were outstanding and held by approximately 4,935 holders of record. The presence, 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.
Each holder of shares of our common stock outstanding on March 1, 2018 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. -2018 Proxy Statement 1
The purpose of the Annual Meeting is to elect two 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, 2018. 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.
You may vote your shares:
If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted “FOR” the election of the two 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, 2018.
Participants in Provident Benefit Plans
If you are a participant in our Employee Stock Ownership Plan or 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 April 22, 2018, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans.
The presence, 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 (unvoted proxies submitted by a bank or broker) will be counted for the purpose of determining whether a quorum is present.
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.”
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 2
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:
Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:
Provident Financial Services, Inc.
100 Wood Avenue South
P.O. Box 1001
Iselin, New Jersey 08830-2727
Attention: John Kuntz
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.
Provident will bear the entire cost of soliciting proxies from you. 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. Laurel Hill Advisory Group, LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $7,500 plus reasonable expenses 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.
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:
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, 2018.
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 1, 2018, 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 1, 2018.
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 3
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) | |
| Provident Bank Employee Stock | |||
| Ownership Plan Trust | |||
| GreatBanc Trust Company, Trustee | |||
| 801 Warrenville Road, Suite 500 | |||
| Lisle, Illinois 60532 | 4,030,233 | (2) | 6.0% |
| Dimensional Fund Advisors LP | |||
| Building One | |||
| 6300 Bee Cave Road | |||
| Austin, Texas 78746 | 5,630,564 | (3) | 8.4% |
| BlackRock, Inc. | |||
| 55 East 52nd Street | |||
| New York, New York 10055 | 8,069,971 | (4) | 12.1% |
| The Vanguard Group | |||
| 100 Vanguard Boulevard | |||
| Malvern, Pennsylvania 19355 | 5,843,479 | (5) | 8.7% |
Management
The following table shows certain information about shares of our common stock owned by each nominee for election as director, each incumbent director whose term of office continues following the Annual Meeting, 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 1, 2018.
| 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 included in Beneficial Ownership | |
| Nominees | |||||||
| Christopher Martin | Chairman, President and Chief Executive Officer | 486,946 | (4) | 362,908 | 849,854 | 1.3% | — |
| John Pugliese | Director | 87,458 | — | 87,458 | * | — | |
| Incumbent Directors | |||||||
| Robert Adamo | Director | 5,861 | — | 5,861 | * | — | |
| Thomas W. Berry | Director | 93,749 | — | 93,749 | * | — | |
| Laura L. Brooks | Director | 58,830 | — | 58,830 | * | — | |
| Frank L. Fekete | Director | 62,602 | — | 62,602 | * | — | |
| Terence Gallagher | Director | 14,056 | — | 14,056 | * | — | |
| Matthew K. Harding | Director | 27,982 | — | 27,982 | * | — | |
| Carlos Hernandez | Director | 80,048 | — | 80,048 | * | — | |
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 4
| 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 included in Beneficial Ownership | |
| Executive Officers Who are Not Directors | |||||||
| Donald W. Blum** | Executive Vice President and Chief Lending Officer | 89,078 | 10,507 | 99,585 | * | 2,974 | |
| John Kuntz | Executive Vice President and Chief Administrative Officer | 94,864 | 4,668 | 99,532 | * | 3,257 | |
| Thomas M. Lyons | Executive Vice President and Chief Financial Officer | 154,438 | 1,636 | 156,074 | * | 18,495 | |
| Michael A. Raimonde** | Executive Vice President and Director of Retail Banking | 35,201 | — | 35,201 | * | 2,658 | |
| All directors and executive officers as a group (20 persons) | 1,608,534 | 402,627 | 2,011,16 | (5) | 3.0% | 48,813 | |
| Name | 401(k) Plan Shares | ESOP Shares |
| Christopher Martin | 145,993 | 14,177 |
| Donald W. Blum | 6,461 | 18,075 |
| John Kuntz | 4,696 | 17,788 |
| Thomas M. Lyons | 37,627 | 12,407 |
| Michael A. Raimonde | 8,465 | 8,586 |
| All executive officers as a group (11 persons) | 214,264 | 108,773 |
Section 16(a) Beneficial Ownership Reporting Compliance
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 SEC 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 were required, we believe that in 2017 all reporting persons filed the required reports on a timely basis under Section 16(a).
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 5
Proposal 1Election of Directors
Our board of directors currently consists of tenfourteen members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified. A director is not eligible to be elected or appointed to either board of directors after reaching age 73.
TwoFour directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Christopher MartinJames P. Dunigan, Frank L. Fekete, Matthew K. Harding and John PuglieseAnthony J. Labozzetta for election as directors at the Annual Meeting.
All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Mr. Labozzetta, each of themnominee was previously elected by our stockholders. Mr. Labozzetta was appointed to the boards of directors of Provident and Provident Bank following Provident’s acquisition of SB One Bancorp where he served as President and Chief Executive Officer and as a member of the board of directors. 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.
 | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT. |
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 6
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 who 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 experienceperspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.
While the Governance/Nominating Committee does not have a formal policy regarding diversity, on our board of directors, consideration is given to nominating persons withwhen assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors.
The following table states the name, the year service as a director commenced, and the term expiration date for each Currently, 14% of our nominees for electiondirectors are women and 14% designate themselves as directors and each incumbent director whose term of office continues following the Annual Meeting.racially or ethnically diverse.
| Name | Position(s) held with Provident Financial Services, Inc. and Provident Bank | Director Since(1) | Expiration of Term |
| Nominees | |||
| Christopher Martin | Chairman, President and Chief Executive Officer | 2005 | 2018 |
| John Pugliese | Director | 2014 | 2018 |
| Incumbent directors | |||
| Robert Adamo | Director | 2016 | 2020 |
| Thomas W. Berry | Director | 2005 | 2019 |
| Laura L. Brooks | Director | 2006 | 2020 |
| Frank L. Fekete | Director | 1995 | 2019 |
| Terence Gallagher | Director | 2010 | 2020 |
| Matthew K. Harding | Director | 2013 | 2019 |
| Carlos Hernandez | Director | 1996 | 2020 |
| PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 7 | ||
The age and business experience of each of our nominees for election as directors, and theour incumbent directors, whose term of office continues following the Annual Meeting, 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:
 | ||
Age 69 | INDEPENDENT Director since: 2018 Term Expires: 2022 Committees: • Audit • Compensation and Human Capital • Risk | Biography: Mr. Dunigan has over 30 years of financial services industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is a member of the board of directors of the Philadelphia Chapter of the National Association of Corporate Directors and a member of the board of trustees of the Legacy Foundation of the Union League of Philadelphia. His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors. |
| FRANK L. FEKETE | ||
Age 70 | INDEPENDENT Director since: 2003(1) Term Expires: 2022 Committees: • Audit • Governance/ Nominating | Biography: Mr. Fekete is a certified public accountant and the Managing Partner of the accounting firm of Mandel, Fekete & Bloom, CPAs, located in Jersey City, New Jersey. He serves as chairman of the board of trustees of the Hackensack Meridian Health Network, chair of the board of trustees of St. Peter’s University, and as member of the board of trustees of John Cabot University in Rome, Italy. He has over 35 years of public accounting experience, including supervision of audits of public companies. His experience benefits our board of directors in its oversight of audit, financial reporting and disclosure issues, and Mr. Fekete qualifies as an Audit Committee financial expert. |
| (1) | Mr. Fekete has served on the board of directors of Provident Bank since 1995. |
| MATTHEW K. HARDING | ||
Age 58 | INDEPENDENT Director since: 2013 Term Expires: 2022 Committees: • Compensation and Human Capital • Technology | Biography: Mr. Harding is Chief Executive Officer and a member of the board of directors of Levin Management Corporation, a leading retail real estate services firm. Mr. Harding serves as Vice President of The Philip and Janice Levin Foundation and as Trustee of the Gill St. Bernard’s School. Mr. Harding’s experience provides our board of directors with a comprehensive understanding of the real estate markets from both a competitive and a credit risk perspective. |
| ANTHONY J. LABOZZETTA | ||
Age 58 | PRESIDENT & CEO Director since: 2020 Term Expires: 2022 | 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. He was previously 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. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 8 | ||
Incumbent Directors:
| ROBERT ADAMO | ||
Age 67 | INDEPENDENT Director since: 2016 Term Expires: 2023 Committees:
| Biography:
Mr. Adamo retired from the international public accounting and consulting firm of Deloitte LLP after a 40-year career where he served as a senior partner and as a member of the board of directors. |
 | ||
Age 74 | INDEPENDENT Director since: 2005 Term Expires: 2022 Committees:
• Risk | Biography:
Mr. Berry retired from investment banking in 1998 after a 26-year career with Goldman Sachs & Co. where he served as a partner since 1986. Mr. Berry is a director of the Hyde and Watson Foundation. He has an extensive financial background and considerable experience in investment banking, as well as a strong knowledge of the capital and debt markets and mergers and acquisitions, which skills are valuable to our board of directors in its assessment of Provident’s sources and uses of capital. Mr. Berry will retire from the board of directors following the Annual Meeting. |
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 7
 | ||
Age 61 | INDEPENDENT Director since: 2019 Term Expires: 2024 Committees:
• Technology | Biography:
Ms. |
 |
|
 | ||
Age 66 | INDEPENDENT Director since: 2010 Term Expires: 2023 Committees:
• Governance/ • Technology | Biography:
Mr. Gallagher is President |
 | PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 9 | |
| CARLOS HERNANDEZ | ||
Age 72 |
LEAD DIRECTOR(1)
| |
 | Term Expires: 2023 Committees: • Governance/ |
Mr. Hernandez is retired. He previously served as President of New Jersey City University, located in Jersey City, New Jersey. Mr. Hernandez currently serves as Lead Director and as Chair of the board of directors of The Provident Bank Foundation. As a |
| (1) | Mr. Hernandez has served on the board of directors of Provident Bank since 1996. |
| EDWARD J. LEPPERT | ||
Age 61 | INDEPENDENT Director since: 2020 Term Expires: 2023 Committees: • Audit • Compensation and Human Capital | Biography: Mr. Leppert is a certified public accountant and founder of Leppert Group LLC, and has been in public practice since 1986. He was formerly Chairman of the Board of both SB One Bancorp and SB One Bank. His experience with audit, financial reporting and disclosure and Environmental, Social and Governance, as well as his knowledge of |
 | ||
Age 59 | INDEPENDENT Director since: 2021 Term Expires: 2023 Committees: • Audit | Biography: Ms. Leslie currently serves as Chief Executive Officer of SUEZ North America, an American water service company. Ms. Leslie serves on the board of trustees of Hackensack Meridian Health Network, the board of directors of Montclair State University Foundation, and is a member of the board of directors of the National Association of Water Companies. Ms. Leslie adds executive experience and environmental expertise to the board of directors. |
| CHRISTOPHER MARTIN | ||
Age | EXECUTIVE Director since: 2005 Term Expires: 2024 | Biography:
Mr. Martin has served as Executive Chairman since |
 | PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 10 | ||
| ROBERT MCNERNEY | ||
Age 63 | INDEPENDENT Director since: 2020 Term Expires: 2024 Committees:
| Biography: Mr. McNerney is the owner of a real estate company, McNerney & Associates, Inc. which provides appraisal, management, brokerage and development services throughout northern New Jersey and New York. He is a licensed appraiser and real estate broker in New Jersey and New York, and holds an MAI and SRA designation from the Appraisal Institute. He holds a CRE designation from the Counselors of Real Estate, which is awarded to individuals nominated by their peers who possess broad experience in the commercial real estate business. Mr. McNerney’s broad experience in the real estate markets and as a business owner provides the company valuable insight into current markets. |
| JOHN PUGLIESE | ||
Age 62 | INDEPENDENT Director since: 2014 Term Expires: 2024 Committees:
• Governance/ • Technology | Biography:
Mr. Pugliese is |
| PROVIDENT FINANCIAL SERVICES, INC. | 2022 Proxy Statement | 11 | ||
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 8
The age and business experience of Provident’s executive officers who are not directors are as follows:
Donald W. Blum
Age 61
Mr. Blum has been Executive Vice President and Chief Lending Officer of Provident Bank since January 2005.
James A. Christy
Age 5054
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. He previously served as
Robert Capozzoli
Age 51
Mr. Capozzoli has been Senior Vice President & General Auditorand Chief Marketing Officer since January 2009.2019, and prior to that time he was First Vice President and Marketing Director since 2015.
Vito Giannola
Age 45
Mr. Giannola has been Executive Vice President – Chief Retail Banking Officer since August 2020. Prior to that time, he was Senior Executive Vice President and Chief Banking Officer of SB One Bank since March 2018.
Brian Giovinazzi
Age 6367
Mr. Giovinazzi has been Executive Vice President and Chief Credit Officer of Provident Bank since December 2008.
John Kamin
Age 6064
Mr. Kamin has been Executive Vice President and Chief Information Officer of Provident Bank since May 2017, and prior to that time, he was Executive Vice President and Chief Information Officer of Old National Bank located in Evansville, Indiana since 2011.
Janet D. Krasowski
Age 65
Ms. Krasowski has been Executive Vice President and Chief Human Resources Officer of Provident Bank since January 2012.
John Kuntz
Age 6266
Mr. Kuntz has been Senior Executive Vice President, General Counsel and Corporate Secretary of Provident and Senior Executive Vice President and Chief Administrative Officer of Provident Bank since January 2003,2019, and has beenprior to that time, he was Executive Vice President, General Counsel and Corporate Secretary of Provident and Executive Vice President and Chief Administrative Officer of Provident Bank since January 2011.
George Lista
Age 62
Mr. Lista has been President and Chief Executive Officer of 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 5357
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 50
Mr. MacDougall has been Senior Vice President and General Counsel of Provident Bank, General Counsel of Beacon Trust, and Deputy General Counsel of Provident Financial Services, Inc. since August 2021. He previously served as Managing Director and Associate General Counsel of The Bank of New York Mellon since 2015.
Valerie O. Murray
Age 4347
Ms. Murray ishas been President of Beacon Trust Company, a wholly owned subsidiary of Provident Bank, since February 2017, and Executive Vice President and Chief Wealth Management Officer of Provident Bank since January 2019. Prior to that time, she was Senior Vice President and Chief Wealth Management Officer of Provident Bank since February 2017. She previously served as Chief Operating Officer of Beacon Trust Company since January 2016, and prior to that time, she served as Executive Managing Director and Vice President of Beacon Trust Company since 2011.2016.
Frank S. Muzio
Age 6468
Mr. Muzio has been Executive Vice President and Chief Accounting Officer of Provident Bank since February 2018, and prior to that time, he served as Senior Vice President and Chief Accounting Officer since 2011.
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Michael A. RaimondeCarolyn Powell
Age 6556
Mr. RaimondeMs. Powell has been Executive Vice President and Chief Human Resources Officer since March 2020. She previously served as Vice President, Human Resources for Conduent, a leading business services and solutions company since 2017. Prior to that time she was a Director of Retail BankingHuman Resources with Horizon Blue Cross Blue Shield of Provident Bank since January 2011.New Jersey.
Walter Sierotko
PROVIDENT FINANCIAL SERVICES, INC. -2018 Proxy Statement 9Age 58
Mr. Sierotko has been Executive Vice President – Chief Lending Officer since April 2020, and prior to that time was Executive Vice President – Commercial Real Estate since November 2015. He previously held positions with Wells Fargo, Bank of New York and HSBC.
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CorporateEnvironmental, Social and Governance (“ESG”) Matters
Our board of directors and management are committed to maintaining sound corporate governance principles and the highest standards of ethical conduct. The board’s main responsibility is the oversight of the company’s management team, and the board has taken measures to ensure that the board’s composition, organization, and operation are designed to deliver strong performance for the company’s stockholders. We are in compliance with applicable corporate governance laws and regulations.
BoardOur company is keenly aware of Directors Meetingsits responsibilities as a good corporate citizen to all of its stakeholders: its stockholders, customers, employees, and Committeesthe communities we serve and in which we live and work. Among these responsibilities are the maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance protocols, an ongoing focus on diversity and inclusion in our employment practices, and a recognition of the long-term benefits associated with reliance on sustainable resources in the operation of our branch banking offices and support locations. Provident is also cognizant of the challenges posed by the transition to a lower-carbon economy, and the potential impact of climate change on our business and our customers.
| BOARD OVERSIGHT AND ESG COUNCIL |
Our Governance/Nominating Committee leads oversight of the company’s ESG efforts. The Compensation and Human Capital and Risk Committees also play a critical role in overseeing elements of our ESG strategies.
The company formed its ESG Council in 2021. The ESG Council is led by Provident Bank’s General Counsel, and consists of senior representatives from the business as well as control functions. The aim of the ESG Council is to provide guidance to the organization with respect to industry best practices, emerging regulatory and corporate governance developments, and to better inform investors, customers, and stakeholders of the company’s commitment to ESG issues. The ESG Council reports regularly to the Governance/Nominating Committee, the Chief Executive Officer and the executive leadership team, regarding the work of the Council and the progress it has made in building and implementing the ESG program.
| SOCIAL RESPONSIBILITY |
Employee Experience
Attracting Top Talent
Provident has 1,122 full-time and 41 part-time employees. As part of our ongoing efforts to attract qualified, motivated, and diverse employees, Provident has adopted best-in-class practices to see that underrepresented talent is consistently presented to hiring managers. We have expanded our recruitment reach to include additional local colleges, universities and career fairs. We have also enhanced the employee onboarding process through automation and streamlined manager and employee tools. Provident tracks the employee-onboarding life cycle and partners with leaders to attract candidates who will be a good cultural fit for Provident.
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Talent Review, Development and Succession Planning
Provident leadership engages in development discussions with employees to better clarify career aspirations, shares general feedback (both positive and developmental), and creates development plans to help employees reach their career aspirations and achieve performance goals. Provident works with its leaders to help identify and cultivate employees that exhibit the guiding principles all future Provident leaders should exemplify. We also continually evaluate succession plans to ensure smooth continuity of leadership.
Leadership Development Programs
We recognize that strategic leadership development training provides an opportunity for first–level supervisors up to executive leaders to learn key skills that translate into successful business results. People leaders are offered a combination of instructor-led and web-based training on a variety of topics including but not limited to communication, performance management and talent management for leaders and future leaders.
Internship Programs
Provident offers internship opportunities to students seeking a career in financial services. In 2021, we provided internship opportunities for 24 college students. During the ten week program, students had the opportunity to work in various lines of business across the organization. Interns benefited from training, coaching, and mentoring, and interacting with executive leaders. Also in 2021, a newly formed partnership with INROADS reinforced the Bank’s commitment to diversity and inclusion. The partnership with INROADS offers internship opportunities to college students. INROADS is a leader in advancing underserved youth in corporate America. They offer talented, underrepresented youth a pathway from high school to college and throughout their career that helps to close opportunity and wealth gaps.
Associate Recognition Programs
The R.O.C. (“Recognizing Outstanding Commitment”) Awards Program is the company’s internal award program created to acknowledge and reward employees for exhibiting behaviors that support the mission, goals, values, initiatives, and Guiding Principles of our organization when interacting with internal and external customers. We recognize and reward several amazing employees every month who consistently go above and beyond in their day-to-day contribution to our organization.
Volunteer Programs
“Commit to Care” is an employee engagement program that provides employees of the company with opportunities to contribute their unique talents, skills, and knowledge toward improving their communities. Through education, volunteerism, and meaningful engagement, participants aspire to bring about positive change. The company provides paid time off for volunteering that takes place during business hours. As part of the company’s benefits package, employees may donate up to 15 hours per year toward a charitable, civic, or school organization.
Employee Well Being and Benefits
Engagement Survey
Our Executive Leadership Team is committed to addressing the opportunities identified by annual employee engagement surveys and improving the employee experience as valued members of our organization. In 2021, 91% of our employees participated in the Engagement Survey. Moreover, more than 80% of our employees would recommend our products and services to friends and family. Provident is committed to continuing to foster a team-oriented, diverse culture; providing career opportunities and professional development; enhancing the customer experience through tools and education; and communicating our mission, vision and strategic plan for the organization.
Work-Life Integration Programs
Rather than drawing a line between work-life and personal life, we strive to provide employees with viable options that include volunteer time, paid vacation time and leave entitlements. Employees can also work with their managers to engage in several alternative work schedules based on the functions they perform. Options include some remote work, flextime, and employee self-directed movement to focus on personal matters. As a company with strong ties to the community, we wholly support employees taking time to give back and encourage a healthy balance of vacation utilization so employees can take care of themselves, their families and create meaningful contributions when they are at work.
Financial Well-Being
We believe that an employee’s financial circumstance should not be an impediment to her or his access to education. Our Tuition Education Assistance Program provides for advance disbursement of up to $250 per credit up to 12 credits (maximum $3,000 per year) for undergraduate courses leading to an associate or bachelor’s degree. The program offers reimbursement of up to $500 per credit up to 12 credits
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(maximum $5,000 per year) for graduate courses leading to an MBA or Master’s related degree.
Additionally, after three months of employment, employees can benefit from our Student Loan Paydown Program to assist with outstanding education debt. This program offers eligible employees the option to receive $100 per month, for up to 60 months (maximum $6,000) in the repayment of student loans. Employees may also be eligible to receive continuing education assistance and, for certain functions, the option to increase their base salary after the completion of professional certification programs.
Employees also share in our financial success while preparing for retirement through the Employee Stock Ownership Plan, or ESOP. The ESOP gives employees an opportunity to accumulate shares of our common stock and is 100% funded by the company. To further assist our employees with retirement planning, our 401(k) plan has a 25% company match on the first 6% of eligible compensation deferred.
Physical and Emotional Well-Being
In order to protect our employees and customers throughout the COVID-19 pandemic, we instituted state-of-the-art pandemic protocols throughout our branches and corporate offices. Protocols included remote working and social distancing measures.
Provident Women
The Provident Women program was established in 2014 and is committed to providing the resources to allow all women in the company the opportunity to grow personally and professionally through education, networking events and volunteer opportunities in an environment of inclusion and acceptance. ProvidentWomen sponsored a combination of eleven programs/events in 2021.
Diversity, Equity and Inclusion
We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. It is the company’s expectation that our continued actions and behaviors result in a working environment which encourages and respects diversity and provides an equal opportunity for employment, development and advancement. We base employment decisions on merit, considering qualifications, skills and achievements. We treat our co-workers fairly and with respect.
Our company is committed to fostering a safe working environment, which promotes diversity and is free from harassment or discrimination of any kind. We are proud of our diverse workforce, including women holding 63% of all managerial positions. In 2021, the company hired its first Senior Human Resources and Diversity Business Partner as part of its ongoing commitment to advance diversity, equity, and inclusion (“DEI”) initiatives.
Some of our DEI initiatives and proposed initiatives include: partnering with organizations that will help to expand diverse talent pools and create an internal pipeline; enhancing career development through training and mentorship; and expanding inclusion efforts through resource groups, and diversity and inclusion training.
Community Engagement, Investment and Philanthropy
Small Business Loans
The company embraced its role as a community leader with its response to the COVID-19 pandemic. We mobilized quickly to enable our small business customers to access the CARES Act Paycheck Protection Program (“PPP”).
Since the inception of the program, the company processed over 1,300 applications for PPP loans totaling more than $470 million.
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Philanthropy: The Provident Bank Foundation (the “Foundation”)
The Foundation was established in January 2003 with an initial funding of $24.7 million. The Foundation is dedicated to supporting not-for-profit groups, institutions, schools and other 501(c)(3) organizations that provide valuable services to the communities served by the company. The Foundation is committed to strengthening and sustaining its relationship with communities in our marketplace.
As of December 31, 2021, the Foundation had $23.8 million in total assets and for all of 2021 funded 148 grants for a total of $1.2 million. In 2020, despite the impact of the pandemic, the Foundation awarded 109 grants for a total of $949,540, which included $125,000 in COVID-19 Emergency Response Grants of $5,000 each to 25 nonprofit organizations whose communities are served by Provident through three Funding Priority Areas: Community Enrichment, Education, and Health, Youth & Families.
Financial Literacy Efforts
EverFi
The company partnered with global education technology leader EverFi during the pandemic to provide financial literacy programs to high schools within the communities we serve. Through the partnership, we were able to offer free access to over 20 digital courses in a wide variety of subjects to students in grades K through 12.
Financial Wellness Center
The company provides this online resource to provide visitors with an engaging learning experience relating to critical personal financial topics, such as building emergency savings, mortgage education and retirement planning.
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 2021 the company awarded $475,000 in funding to five non-profit organizations as part of the New Jersey Department of Community Affairs, 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.
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| BOARD COMPOSITION |
| (1) | Mr. Fekete has served on the board of directors of Provident Bank since 1995 and Mr. Hernandez has served on the board of directors of Provident Bank since 1996. |
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| BOARD SKILLS |
The following matrix provides information regarding members of our board of directors, meets quarterly,including certain types of knowledge, skills, experiences and attributes possessed by one or more often as mayof them which our board has determined to be necessary.relevant to our business and structure. The board of directors met eight times in 2017. There are four standing committeesmatrix does not encompass 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 of directors: the Audit, Compensation, Risk and Governance/Nominating Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law.members.
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 2017. 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 2017. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 27, 2017 attended the meeting.
| Skill | # of Directors | |||
| Audit/Financial | Experience in finance, accounting and/or auditing |  | ||
| Commercial/Real Estate Knowledge | Knowledge of real estate markets and financing |  | ||
| Environmental, Social & Governance | Experience with ESG practices |  | ||
| Executive Experience | Experience managing a sophisticated organization |  | ||
| Industry Knowledge | Experience in banking, investment management and/or insurance |  | ||
| Risk | Experience in management of business risk at a complex organization |  | ||
| Technology/Cyber | Knowledge of cybersecurity, innovative technology and information technology |  |
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Our board of directors believes that combining thehaving an Executive Chairman, and Chief Executive Officer positions, together with the appointment of an independent Lead Director, is the appropriate board leadership structure for our company. Carlos Hernandez currently serves as the Lead Director. Christopher Martin serves as Executive Chairman. Our board of directors has determined that the Chief Executive OfficerChairman 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 another non-management director, 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. Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2021. There are five standing committees of the board of directors: the Audit, Compensation and Human Capital, Governance/ Nominating, Risk and Technology Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law. All directors attended at least 93% 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 2021. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended at least 95% of the aggregated total number of meetings in 2021. 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 29, 2021 participated in the meeting which was a virtual only meeting. The five standing committees are described in greater detail below, including the names of the directors currently serving on the committees and the committee chairs, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2021. 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 updates and formation. 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 five of our fourteen directors have been added to the board in the last three years.
AUDIT COMMITTEE
COMPENSATION AND HUMAN CAPITAL COMMITTEE
Compensation Committee and is discussed in this Proxy Statement under the heading “Director Compensation.”
GOVERNANCE/NOMINATING COMMITTEE
RISK COMMITTEE
TECHNOLOGY COMMITTEE
BOARD NOMINEE EVALUATION AND SELECTION PROCESS Our Governance/Nominating Committee identifies nominees for director by first assessing the performance, qualifications and skills of the current members of our board of directors willing to continue service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. 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, as well as input from each other director based on interviews conducted by the Lead Director. The Lead Director provides feedback to each current member considered for re-nomination based on the input received from other directors. 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 directors 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 with the Governance/Nominating Committee and at an executive session of the non-executive directors conducted by the Lead Director. 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 its performance which is reviewed by the committee and reported to the Governance/Nominating Committee.
PROCEDURES FOR THE RECOMMENDATION OF DIRECTORS BY STOCKHOLDERS If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:
Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/ Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”
MAJORITY VOTING POLICY Our board of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote. The Governance/Nominating Committee will consider the resignation and will recommend to the board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” his or her election. The board will act on the Governance/ Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/ Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.
STOCKHOLDER AND INTERESTED PARTY COMMUNICATIONS WITH THE BOARD Our stockholders and any other interested party may communicate with the board of directors, the nonmanagement 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 all 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 of our stakeholders. We have adopted the following Guiding Principles to assist us in our efforts: Act with Integrity
Be Accountable
Promote Teamwork
Pursue Excellence
Build for the Future
Our
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
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.
DIRECTOR INDEPENDENCE The New York Stock Exchange rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no direct or indirect material relationship with the company. The New York Stock Exchange rules require our board of directors to consider all relevant facts and circumstances in determining the materiality of a director’s relationship with Provident and permit the board of directors to adopt and disclose standards to assist the board in making independence determinations. Accordingly, our board of directors has adopted Independence Standards to assist the board in determining whether a director has a material relationship with the company. These Independence Standards, which should be read with the New York Stock Exchange rules, are available on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
Our board of directors conducted an evaluation of director independence, based on the Independence Standards and the New York Stock Exchange rules. In connection with this review, our board of directors considered relevant facts and circumstances relating to relationships that each director and his or her immediate family members and their related interests had with Provident. In connection with its evaluation of director independence, the board considered the following relationships and transactions:
After its evaluation, our board of directors affirmatively determined that Ms. Foley and Ms. Leslie and Messrs. Adamo, Berry, Dunigan, Fekete, Gallagher, Harding, Hernandez,
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.
As of December 31,
Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independence determinations.
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.
SHAREHOLDER ENGAGEMENT AND FEEDBACK
ENVIRONMENTAL RESPONSIBILITY
The
Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference
Our Audit Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
Management has primary responsibility for the internal control and financial reporting process, and for making an assessment of the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of our company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue an opinion on those financial statements, and for providing an attestation report on the company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
As part of its ongoing activities, our Audit Committee has:
Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31,
THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC. Frank L. Fekete (Chair)
Compensation and Human Capital
Compensation Committee Interlocks and Insider Participation
Messrs. Dunigan, Gallagher, Harding, Leppert and Pugliese
Compensation Discussion and Analysis
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
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 consistent with the interests of our
Our Compensation Committee believes that executive compensation should be linked to Provident’s overall strategic success and financial performance
Highlights of Provident’s
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
Highlights of key compensation actions taken in
Our Compensation Committee retained the services of 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
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, which included the following factors: (1) that no other services were provided to Provident; (2) fees paid by Provident as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm that are designed to prevent a conflict of interest; (4) that there were no business or personal relationships between the firm and its consultants and any member of the Compensation Committee; (5) any company stock owned by the firm and its consultants; and (6) that there were no business or personal relationships between Provident’s executive officers and the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.
Executive Compensation Philosophy
Our Compensation Committee believes that our executive compensation program is consistent with promoting sound risk management and long-term value creation for our stockholders. The program is intended to align the interests of our executive officers and employees with stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. By offering annual cash incentives, long-term equity compensation and competitive benefits, we strive to attract, motivate and retain a highly qualified and talented team of executives who will help maximize long-term financial performance and earnings growth.
The total compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial and market performance measured against annual and three-year 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.
The Compensation Committee is responsible for the design, implementation and administration of the compensation program for our executive officers. FW Cook
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.
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
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
As illustrated below, in
Base Salary
A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness, tenure in the role, and experience in the industry, as well as competitive market conditions.
In establishing base salaries for
Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2021
Annual cash incentive opportunities are provided to our named executive officers in order 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
In 2021 the Compensation Committee reduced Mr. Martin’s opportunities at the Threshold, Target and Maximum levels from 40%, 80% and 120% to align with Mr. Labozzetta’s opportunities consistent with the establishment of a revised reporting structure associated with our executive succession plan. In addition, the Compensation Committee adjusted Ms. Murray’s incentive opportunity to be based 80% on the financial results of our wealth management business, which she manages, and 20% on general Corporate Goals.
For Mr. Martin and the other named executive officers, the Compensation Committee established the following
The Maximum level for goal achievement was increased by the Compensation Committee from 105% in 2020 to 115% in recognition of the potential enhancement of financial results associated with projected credit loss reserve releases anticipated in 2021. Under the Executive Annual Cash Incentive Plan,
The overall actual achievement of Corporate Goals for Under the Executive Annual Cash Incentive Plan
Based on the foregoing, each of Mr. Martin and Mr. Labozzetta earned a cash incentive equal to 106.59% of his base salary, representing 142.12% of their Target opportunity. Messrs. Kuntz and Lyons each earned a cash incentive equal to 71.06% of base salary representing 142.12% of their Target opportunity. Ms. Murray earned a cash incentive equal to 73.72% of her base salary, representing 147.45% of Target, with the wealth management component (80%) of the payout being 148.78% of Target.
Our
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
The Compensation Committee established the equity component of total compensation as a percentage of base salary for Mr. Martin and the other named executive officers based upon
competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:
The composition of the
The Compensation Committee determined that for equity grants made in
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. Currently the performance goals include projections of a multi-year core return on average assets and return on average tangible equity. The core return on average assets measure may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee.
The return on average tangible equity portion of the award is subject to a relative total shareholder return (“TSR”) modifier measured against the SNL
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 total shareholder return and maintaining an appropriate level of at-risk compensation for retention purposes.
The Compensation Committee has determined that the performance goals for long-term equity awards are appropriately set such that participants will attain: (i) the Threshold level of performance if minimum expected levels of performance are achieved, which the Committee believed were reasonably likely to be attained; (ii) the Target level of performance if projected business plan expectations are achieved, which the Committee believed had approximately an even likelihood of either being attained or not being attained; and (iii) the Maximum level of performance, which sets a cap on how much incentive compensation will be paid in the event the Target level is meaningfully exceeded, which the
No dividends are paid with respect to any stock award subject to performance-vesting conditions unless and until the performance conditions are met and vesting occurs, and only on that portion of the stock award that actually vests. Similarly, there will be no payment of dividends on time-vesting stock awards made under our 2019 Long-Term Equity Incentive Plan, including the grants made in 2021, until the awards actually vest.
We offer the named executive officers benefits that are generally available to all employees, including medical and dental, disability insurance, group life insurance coverage, an Employee Stock Ownership Plan (“ESOP”) and a 401(k) Plan with discretionary employer matching contributions. Certain of the named executive officers have accrued benefits under a noncontributory defined benefit pension plan that was frozen as of April 1, 2003 following the adoption of the ESOP. In addition to pension benefits, medical and life insurance benefits are made available to certain employees when they retire. Although these post-retirement benefits have been eliminated, certain employees with ten or more years of service at the time the benefits were eliminated, including Mr. Martin, still qualify for these post-retirement benefits upon retirement. The named executive officers are also eligible for nonqualified benefits under the Non-Qualified Supplemental Defined Contribution Plan, which is designed to make up for the IRS limits on contributions to the tax-qualified 401(k) Plan and ESOP.
The Compensation Committee believes that perquisites should be provided on a limited basis. The following perquisites are currently provided: a club membership for
Elements of Post-Termination Benefits
Employment
Provident entered into an Executive Chairman Agreement with Mr. Martin,
Mr. Labozzetta had an employment agreement executed in connection with the SB One acquisition that had a term that concluded on December 31, 2021. Commencing on January 1, 2022 and continuing at each January 1 thereafter, the term automatically renews for an additional year. In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash lump sum payment equal to his base salary and cash bonus due for the longer of: (i) the remaining term of the agreement; or (ii) 12 months following the date of termination (the “benefits period”); and (3) continued life, medical, dental and disability coverage during the benefits period, provided, however, that Provident or Provident Bank may make a cash equivalent payment in lieu of such coverage if such coverage is not practicable. Subject to certain terms and limitations, the employment agreement further provides that during its term and for a period of one year thereafter (except following a change in control), Mr. Labozzetta may not compete with, or solicit customers or employees of, Provident or Provident Bank, provided, however, that upon his termination during any renewal term, any restrictions limiting Mr. Labozzetta from becoming an employee of or providing services to another institution would be reduced to six months. Change in Control Agreements
Change in control agreements are reserved for a limited number of executives. Benefits are payable under the change in control agreements after the executive’s qualifying termination event as described below following a change in control of Provident. We have entered into a three-year change in control agreement with Messrs.
Under the agreements:
Following a change in control and during the term of the agreement, the executive is entitled to a severance payment if:
Provident entered into a Change in Control Agreement with Mr. Martin, effective January 1, 2022, which has a two-year term expiring December 31, 2023 and which replaced his prior three-year change in control agreement. Under this agreement, in the event of a qualifying termination event following a change in control of Provident, Mr. Martin would be entitled to a lump sum cash payment equal to three times the average annual compensation paid to him during the three completed calendar years preceding the year in which the change in control occurs, as well as continued insurance coverage for three years (or a cash equivalency payment). These payments would be in addition to any base salary and incentive compensation earned as of the date of termination. The gross benefits under the change in control agreements for the named executive officers, other than
The Compensation Committee considers these severance and change in control benefits 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.
Executive Stock Ownership
Our Compensation Committee recommended, and our board of directors adopted, stock ownership levels for senior executives expressed as an amount of Provident common stock having a value equal to a multiple of base salary as follows:
Each of the named executive officers currently exceeds these guidelines. An executive’s vested restricted stock awards, unvested time-vesting restricted stock awards, and shares of Provident common stock held in the ESOP and 401(k) Plan count toward compliance with the ownership guidelines.
Our stock trading policy prohibits the named executive officers and others 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.
Our cash and equity incentive awards are subject to clawback provisions contained in our Omnibus Incentive Compensation Plan. The clawback provisions provide that if the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirements under the federal securities laws, whether or not as a result of misconduct, any executive officer who received incentive-based compensation based on erroneous data during the three-year period preceding the date of the accounting restatement, is required to reimburse the Company for compensation paid in excess of what would have been paid based on the data reported in the accounting restatement. 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.
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
The Compensation Committee annually assesses risks posed by the compensation plans maintained for the benefit of, and incentive compensation paid to, officers and employees. This comprehensive risk assessment is performed by our Chief Risk Officer, General Auditor and Chief Compliance Officer and is presented to and reviewed by the Compensation Committee. The risk assessment includes an evaluation of:
The risk assessment conducted in
Tax Deductibility of Executive Compensation
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
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)
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
Perquisites
The following table shows certain information as to grants of plan-based awards during
Outstanding Equity Awards at Year-End
The following table shows certain information about outstanding equity awards as of December 31,
Option Exercises and Stock Vested
The following table shows certain information about restricted stock awards that vested
We maintain a noncontributory defined benefit pension plan
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 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.
Pension Benefits At And For The Year Ended December 31, 2021
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,
We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), which is a non-qualified plan that provides additional benefits to certain
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
Potential Payments Upon Termination or Change in Control
Provident has entered into an employment agreement and a three-year change in control agreement with
The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, at December 31,
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 Mr. Martin’s and Mr. Labozzetta’s employment agreement) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31,
the agreements with Messrs. Martin and Labozzetta.
Potential Payments Upon Termination or Change in Control as of December 31, 2021
The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Martin, who served as our 2021. Our median employee for this calculation was determined using total annual compensation data for all of our active employees, excluding Mr. Martin as of December 31,
After identifying the median employee as described above, we determined that the median employee had a total annual compensation of
Elements of Director Compensation
Director Fees
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 current director fee schedule is as follows:
Director Benefits
An annual medical examination is made available to each director under an arrangement with a designated service provider.
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 two current directors), 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.
Voluntary Fee Deferral Plans
Our directors may elect to defer the receipt of all or a portion of the cash compensation paid to them for service on the board of directors. Elections to defer fees and the scheduled distribution of amounts deferred and earnings on those amounts shall comply with the requirements of Section 409A of the Internal Revenue Code. Deferred fees are credited to a memorandum account established for the benefit of each participant, and credited amounts currently earn interest at the prevailing prime rate.
In connection with its acquisition of First Sentinel Bancorp, Inc., Provident assumed the First Savings Bank Directors’ Deferred Fee Plan, which was frozen prior to the completion of the acquisition. This plan will be paid out in accordance with the provisions of its governing documents.
The following table sets forth for the year ended December 31,
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 1, 2022, 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 1, 2022.
Management The following table shows certain information about shares 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 1, 2022.
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 2021 all reporting persons filed the required reports on a timely basis under Section 16(a).
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 2017 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 until the next required stockholder vote relating to the frequency of stockholder voting 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.
Our independent registered public accounting firm for the year ended December 31,
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 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
Audit-Related The aggregate fees billed to Provident for assurance and related services rendered by KPMG LLP that are reasonably related to the performance of the audit and review of the financial statements and that are not already reported in “Audit Fees” above, were
Tax No fees were 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,
All Other No fees were billed to Provident for other permissible services rendered by KPMG LLP during each of the fiscal years ended December 31,
Pre-Approval Policy
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
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 November
Notice of Solicitation of Proxies In accordance with Rule 14a-19 promulgated under the Exchange Act, a stockholder intending to engage in a director election contest with respect to the company’s 2023 Annual Meeting of stockholders must 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 February 27, 2023.
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
AN ADDITIONAL COPY OF OUR ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, THE FORM 10-K IS ALSO AVAILABLE FREE OF CHARGE ON THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT
THE CHARTERS OF OUR AUDIT, COMPENSATION AND HUMAN CAPITAL, GOVERNANCE/NOMINATING, RISK AND
The board of directors of Provident is soliciting proxies for our 2022 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting. The Annual Meeting will be held in a virtual format on Thursday, April 28, 2022 at 10:00 a.m.
The 2022 Annual Meeting of Stockholders Date and Time: Our Annual Meeting of Stockholders will be held in a virtual format only on April 28, 2022, 10:00 a.m., local time at www.virtualshareholdermeeting.com/PFS2022. 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. In addition, the virtual meeting format provides a platform for the safe execution of the Annual Meeting in the current COVID-19 environment. 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/PFS2022, 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 1, 2022. Shares Entitled to Vote: 76,906,331 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:
Vote Required: Subject to our majority voting policy described under the heading “Environmental, Social and Governance-Board Meetings and Committees-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, 2022.
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 northern and central New Jersey, eastern Pennsylvania, and Queens County, New York. Our principal administrative offices are located at 111 Wood Avenue South, Iselin, New Jersey 08830. Our telephone number is (732) 590-9200.
March 1, 2022 is the record date for determining the stockholders of record who are entitled to vote at our Annual Meeting. On March 1, 2022, 76,906,331 shares of Provident common stock, par value of $0.01 per share, were outstanding and held by approximately 4,727 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.
Each holder of shares of our common stock outstanding on March 1, 2022 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. 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, 2022. 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/PFS2022, 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. You may vote your shares:
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, 2022. Participants in Provident Benefit Plans If you are a participant in our Employee Stock Ownership Plan or 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 April 24, 2022, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans.
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 “Environmental, Social and Governance-Board Meetings and Committees-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.” You may revoke your proxy at any time before the vote is taken at our Annual Meeting. You may revoke your proxy by:
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. 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 $5,500 plus reasonable expenses 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. 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:
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, 2022.
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