UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

PROVIDENT FINANCIAL SERVICES, INC.

(Name of Registrant as Specified in Its Charter)

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

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

		239 Washington Street Jersey City, New Jersey 0703207302

Dear Fellow Stockholder:

I am pleased to invite you to participate in the 20222023 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, April 28, 2022,27, 2023, at 10:00 a.m., local time. The virtual meeting platform provides for the 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 6571 of the proxy statement.

At our Annual Meeting you will be asked to elect fourthree directors, approve on an advisory (non-binding) basis the compensation paid to our named executive officers, approve on an advisory (non-binding) basis the frequency of stockholder voting on 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, 2022.2023.

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

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

Sincerely,

Christopher Martin

Executive Chairman

March 18, 202217, 2023

Noticeof

Annual Meeting of Stockholders

Virtual Meeting Information

THURSDAY, APRIL 28, 202227, 2023

10:00 a.m., Local Time

www.virtualshareholdermeeting.com/PFS2022PFS2023

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 Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	DURING THE ANNUAL MEETING www.virtualshareholdermeeting.com/PFS2023
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.

InternetAvailability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders via the Internet. As a result, beginning on or about March 18, 2022,17, 2023, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, via the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

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

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

Important Notice Regarding the Availability of Proxy Materials

for the 20222023 Annual Meeting of Stockholders to be Held in a Virtual Format on April 28, 2022
27, 2023.
Our Proxy Statement and 20212022 Annual Report to Stockholders are available

at www.proxyvote.comwww.proxyvote.com.

Proposal 1Election of Directors

General

The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of fourteenthirteen 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.

FourThree 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 James P. Dunigan, Frank L. Fekete, Matthew K. HardingTerence Gallagher, Edward J. Leppert and Anthony J. LabozzettaNadine Leslie for election as directors at the Annual Meeting. Two current directors, Messrs. Adamo and Hernandez, will discontinue their service on the board of directors following the expiration of their term at the Annual Meeting. Following the Annual Meeting, the board of directors will reduce the size of the board to eleven members.

All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Mr. Labozzetta,Ms. Leslie, each nominee was previously elected by our stockholders. Mr. LabozzettaMs. Leslie was recommended by the non-management directors and 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.in 2021. 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 FORDIRECTOR NAMED IN THIS PROXY STATEMENT.

Board of Directors

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

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

While the Governance/Nominating Committee does not have a formal policy regarding diversity, when assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 14%15% of our directors are women and 14%15% designate themselves as racially or ethnically diverse.

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

Nominees:

Incumbent Directors:

Incumbent Directors:

Executive Officers

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

James A. Christy

Age 5455

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.

Robert Capozzoli

Age 5152

Mr. Capozzoli has been Senior Vice President and Chief Marketing Officer since 2019, and prior to that time he was First Vice President and Marketing Director since 2015.

Vito Giannola

Age 4546

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 6768

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

John Kamin

Age 64Kuntz

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.

John Kuntz

Age 6667

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 2019, and prior 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 6263

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

Thomas M. Lyons

Age 5758

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 5051

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 4748

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

Frank S. Muzio

Age 6869

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.

Carolyn Powell

Age 5657

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

Walter Sierotko

Age 5859

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

Ravi Vakacherla

Age 50

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

Environmental, Social and Governance (“ESG”) Matters

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

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

Our Governance/Nominating Committee 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, employees, and stakeholders of the company’s commitment to ESG issues. The ESG Council reports regularly to the Governance/Nominating Committee, the President and 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.

Employee Experience

Attracting Top Talent

Provident has 1,1221,124 full-time and 4129 part-time employees. As part of our ongoing efforts to attract qualified, motivated, and diverse employees, Provident has adopted best-in-class practices to seeso that underrepresented talent is consistently presented to hiring managers. We have expanded our recruitment reach to include additional local colleges, universities, and career fairs. We have also enhanced the employee onboarding process through automation and streamlined manager and employee tools. Provident tracks the employee-onboarding life cycle and partners with leaders to attract candidates who will be a good cultural fit for Provident.

Talent Review, Development and Succession Planning

Provident leadership engages in development discussions with employees to better clarify career 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. In 2022, we launched the Provident LEAD program, a leadership development program for high potential senior management in support of our succession management plans.

Internship Programs

Provident offers internship opportunities to students seeking a career in financial services. In 2021,2022, we provided internship opportunities for 2430 college students. During the ten weekten-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 formed2022, in continued partnership with INROADS, we reinforced the Bank’s commitment to diversity and inclusion. The partnership with INROADS offers internship opportunities to college students. INROADS is a leader in advancing underserved youth in corporate America. They offer talented, underrepresented youth a pathway from high school to college and throughout their career that helps to close opportunity and wealth gaps.

Associate

Employee Recognition Programs

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

In 2022, 262 employees received ROC awards.

Volunteer Programs

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

In 2022, we recorded more than 1,600 volunteer hours donated to over 100 organizations.

Jeans Days resulted in over $15,000 in donations in support of the American Heart Association (heart health), Doctors Without Borders & Save the Children (humanitarian aid to Ukraine), Hudson Pride Center & Bradbury-Sullivan LGBT Community Center (Pride Month/LGBT youth), Oasis (economic self-sufficiency for women and children), and Warrior Strong (veterans).

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.or hybrid work. As a company with strong ties to the community, we wholly support employees taking time to give back and encourage a healthy balance of vacation utilization so employees can take care of themselves, their families and create meaningful contributions when they are at work.

Financial Well-Being

We believe that an employee’s financial circumstance should not be an impediment to her or histheir 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

(maximum (maximum $5,000 per year) for graduate courses leading to an MBA or Master’s business 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 orderrecognition of our on-going commitment to protectcreating a healthier workplace for our employees, we were recognized as a gold award winner in Aetna’s Workplace Well-being program. In addition to our robust health and customers throughout the COVID-19 pandemic,wellness benefits, we instituted state-of-the-art pandemic protocols throughout our branches and corporate offices. Protocols included remote working and social distancing measures.promote emotional well-being as a part of overall health. In 2022, we introduced TalkSpace for individuals to reach qualified mental health professionals through alternative text channels.

Provident Women

ProvidentWomen

The Provident WomenProvidentWomen 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. In 2022 ProvidentWomen sponsoredhosted programs that equaled over 1000 employee hours. The program provided webinars which included topics like dressing for success, a combination of eleven programs/fireside chat with a female CEO and situational awareness. In addition, employees were invited to a summer series focusing on succession planning that included an overview from our Chief HR Officer, career path insights from women in Information Technology and Commercial Lending and tips on internal job postings. ProvidentWomen also selected 15 women to enter a Leadership Development Program with three workshops and executive coaching. Additionally, ProvidentWomen hosted two in person events, in 2021.a chat with male leadership and a golf clinic for customer–facing employees. ProvidentWomen gave back to the community with a diaper drive, school supply drive, toy drive and gift card drive for Oasis, A Haven for Women and Children. ProvidentWomen hosted a masterclass for 40 women at the center to help with resume building and interview skills.

Provident Salutes

In 2022 Provident announced the formation of our newest employee resource group (ERG), Provident Salutes. The Provident Salutes ERG is led by our very own proud veterans. The mission of Provident Salutes is to embrace the proud community of employee veterans, military family members, and military advocates, while providing a platform for education and support for veterans in the workplace. In addition, the ERG will develop and recommend programs to enrich veteran’s experiences, increase awareness of veterans contributions, expand Provident’s reach with veteran and military organizations in the community, and provide networking opportunities with veterans across the organization.

Diversity, Equity and Inclusion

Our Commitment to Diversity, Equity and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. 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 the fact that women holding 63%hold approximately 60% of all managerial positions. In 2021,As part of our ongoing commitment to enhance the company hired its first Senior Human Resourcesemployee experience and promote diversity, equity and inclusion initiatives, we continue to develop initiatives that embrace diverse perspectives and further create an environment of inclusion and belonging.

Diversity is a thread throughout our culture, employee experience initiatives and our community. Under the direction of the HR and Diversity Business Partner, as partwe implemented multiple programs and initiatives including launching diversity education for all employees designed to promote a work environment in which employees can work effectively with others, regardless of its ongoing commitment to advance diversity, equity,their background. Our Summer Intern Program recruitment had an emphasis on a broader applicant base, in partnership with INROADS and inclusion (“DEI”) initiatives.local universities and colleges, resulting in an intern class that was over 60% diverse students.

SomeA diversity calendar was introduced to promote diverse holidays throughout the year for employees and customers. In partnership with several chambers of commerce and other organizations we are committed to share employment opportunities and expand diversity recruiting initiatives. In 2022 we announced the formation of our Diversity Council, serving as a cross-functional representation of our organization. Council members partner with organizational stakeholders on the development and implementation of DEI initiatives, which will align with our overall employee experience and proposed initiatives include: partnering with organizationsbusiness strategies. Lastly, we received the 2022 DEI Trailblazers Award in the category of “Emerging DEI Influencer”. The African American Chamber of Commerce and New Jersey Chamber of Commerce designated this award to recognize the efforts 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, andwe have made in multiple diversity and inclusion training.areas as a company.

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.

Building A High Performing Culture

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

Elevating The Employee Experience

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

Financial Literacy Efforts

EverFi

The company has partnered with global education technology leader EverFi 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 20212022 the company awarded $475,000approximately $950,000 in funding to five non-profitmultiple 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.

Provident has also made various donations to or under the State of New Jersey Neighborhood Revitalization Tax Credit Program, Pennsylvania Neighborhood Partnership and Senior Housing Crime Prevention Foundation. In December 2022, we donated an office building valued at approximately $1.8 million to New City Kids, a 501(c)(3) charitable organization that provides after-school programming for local low-income youth. The organization will use the facility to provide after-school programming and other services to the youth living in this low-to-moderate income community, including an after-school program and tutoring, as well as for its administrative offices. In addition to the donation, the Foundation has committed to providing funding/financing in the amount of $100,000 to assist with renovations needed to retrofit the building to suit the needs of and uses by New City Kids.

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

The ESG Council will continue to assess opportunities to grow the business responsibly. We have endeavored to reduce our carbon footprint at our administrative and operations headquarters, and throughout our network of 95 branch offices and located throughout New Jersey, New York, and Pennsylvania. Our efforts to date have focused mainly on recycling and waste reduction to reduce our overall impact on the climate. We continue to assess ways in which we can further lower our carbon emissions. The following reflects estimated environmental benefits of our shredding and recycling program for 2022.

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

Board Composition and Skills

The following matrix provides information regarding members of our board of directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of them which our board has determined to be relevant to our business and structure. The matrix does not 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 members.

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

Board Leadership Structure

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

Corporate Governance

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2021.2022. 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%100% 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 2021.2022. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended at least 95%100% of the aggregated total number of meetings in 2021.2022. 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, 202128, 2022 participated in the meeting which was a virtual only meeting.

The five standing committees are described in greater detail below, including the names of the committee chairs and the directors currently serving on the committees, and the committee chairs, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2021.2022.

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

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

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 frommember. In addition, each other director basedprovides input on each nominee in one-on-one 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.directors and from the Governance/Nominating Committee.

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

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from directorseach director on the functioning of the board, including the board’s committee structure and leadership, culture, process, skills and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed 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 itsthe committee’s performance which is reviewed by the committee and reported to the Governance/Nominating Committee.

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.”

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.

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

We have a Code of Business Conduct and Ethics that applies to alleach 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 company’s commitment to good corporate citizenship is a fundamental part of creating sustained value for our stakeholders. We also value opportunities to give back to our communities through volunteer activities with non-profits and other organizations throughout the markets we serve, as well as through monetary donations made by our company and The Provident Bank Foundation.

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

The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Five executive sessions were conducted in 2021.2022. Carlos Hernandez, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director and another non-management director met with the Executive Chairman and the President and Chief Executive Officer to provide real time feedback from the session.

DIRECTOR INDEPENDENCE

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

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

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

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

As of December 31, 2021,2022, Provident Bank had aggregate loans and loan commitments totaling $2.68$2.49 million to its executive officers or their related entities, none of which originated in 2021.2022. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family and none existed as of December 31, 2021.2022.

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

Our insurance agency subsidiary, SB One Insurance Agency,Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $199,850$232,383 to that real estate management company in 2021.2022.

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.

Provident engages with stockholders to better understand their perspectives on topics including corporate governance, ESG strategy, and executive compensation. In 2021,2022, we concentrated our outreach efforts on approximately 12five institutional holders, which represented approximately 42.3%20% of our ownership as of December 31, 2021.2022.

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

The ESG Council will continue to assess opportunities to grow the business responsibly. We have endeavored to reduce our carbon footprint at our administrative headquarters, located in Iselin, New Jersey, and throughout our network of 96 branch offices and located throughout New Jersey, New York, and Pennsylvania. Our efforts to date have focused mainly on recycling and waste reduction to reduce our overall impact on the climate. We continue to assess ways in which we can further lower our carbon emissions.

Audit Committee Matters

Audit Committee Report

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

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

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

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

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31, 20212022 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 20212022 and filed with the SEC. In addition, the Audit Committee approved the re-appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022,2023, subject to the ratification of this appointment by our stockholders.

THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

Frank L. Fekete (Chair)

Robert Adamo
James P. Dunigan

Edward J. Leppert

Nadine Leslie

Compensation and Human Capital

Committee Additional Matters

Compensation Committee Interlocks and Insider Participation

Messrs. Dunigan, Gallagher, Harding, Leppert and Pugliese served as members of the Compensation and Human Capital Committee (“Compensation Committee”) during 2021.2022. None of these directors has ever been an officer or employee of Provident and, none of them are executive officers of any other entity where one of our executive officers serves on the compensation committee or the board of directors, or which had any transactions or relationships with us in 20212022 that would require specific disclosures in this Proxy Statement under SEC rules.

Compensation Discussion and Analysis

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing Provident’s compensation programs, as well as the compensation determinations and rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers.officers for 2022. These individuals named below are collectively referred to as our “named executive officers”:

Executive Summary

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

Strategic Highlights

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

Highlights of Provident’s 20212022 strategic operating and financial performance include:

Key Executive Compensation Actions

The Compensation Committee regularly reviews the components of our executive compensation program with advice from its independent compensation consultant and after giving due consideration to the most recent nonbinding stockholder advisory vote on executive compensation, which resulted in a favorable vote of approximately 81%95% of the votes cast on the matter.

Highlights of key compensation actions taken in 20212022 were:

	PROVIDENT FINANCIAL SERVICES, INC.  |  2023 Proxy Statement		33

Compensation Consultants

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 periodically meets with its compensation consultant in executive session without management.

The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards, and received a report from FW Cook addressing the independence of the firm and its consultants, 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.

Benchmarking and Peer Groups

The Compensation Committee is responsible for the design, implementation and administration of the compensation program for our executive officers. FW Cook reviewed our executive compensation program for 2021,2022, which included a review and recommendation of an appropriate peer group for assessing competitive compensation practices, and for making performance comparisons. The Compensation Committee used the following two peer groups when making its 20212022 executive compensation determinations:

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

Role of Management

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

Elements of 20212022 Executive Compensation

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

As illustrated below, in 20212022 approximately 62%64% of the target compensation (base(comprised of base salary, target, cash incentives and long-term equity)equity (based on grant date fair values)) for Mr. Martin,Labozzetta, who served as the Chief Executive Officer in 2021,2022, and approximately 52% of the target compensation to our other named executive officers, was performance-based and not guaranteed. The Compensation Committee expectsMr. Martin is not included in the ratio due to continuehis transition to emphasize performance-based targetExecutive Chairman and changed compensation for Mr. Labozzetta who assumed the role of President and Chief Executive Officer in 2022.design.

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 2021,2022, the Compensation Committee considered our company’s 20202021 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increaseschange for Mr. Martin was appropriate based on his role change from Chief Executive Officer to Executive Chairman, and the increase for Mr. Labozzetta was appropriate due to his appointment to the President and Chief Executive Officer position. The other named executive officersofficers’ base salary increases reflected below were deemed appropriate because of the company’s strong financial performance in 2020, our2021, the relative positioning of their base salaries to peersthe peer group, their individual performance and broad merit increase budgets. Ms. Murray’s increase in base salary was reflective of her strong performance in 2021 and efforts to maintain competitive positioning of her fixed pay with that of peers in the wealth management industry.

Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2021

2022

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 20212022 under the Executive Annual Cash Incentive Plan which provided the opportunity for ana cash incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 20212022 were as follows:

In 20212022, Mr. Martin did not participate in the Compensation Committee reduced Mr. Martin’s opportunities atannual cash incentive plan based on his appointment to 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.Executive Chairman role.

For Mr. MartinLabozzetta and the other named executive officers, the Compensation Committee established the following 20212022 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan:Plan. The metrics under the plan are consistent with 2021 metrics. The goals related to the metrics demonstrates raising the bar on performance and setting goals greater than 2021 performance. The Compensation Committee believes these metrics are meaningful to demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:

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, incentive payments based on Provident’s actual 20212022 financial performance would be made if financial performance met or exceeded 90% of any one of the Corporate Goals (“Threshold”). The.The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement. The

Ms. Murray’s cash incentive is based on 20% bank performance and 80% wealth management business goals, associated with Ms. Murray’s incentive,which are based on Total Revenue (weight 30%35%) with a target of $27.3$31 million, Total Net Income without allocated expenses (weight 30%) with a target of $8.05$11 million, and AUM from New Business (weight 30%35%) with a target of $200,000 and Net New Relationships (weight 10%) with a target of 12.$285 million. Threshold and maximum performance levels are established consistent with the Corporate Goals. Performance under the plan was adversely impacted by both the fixed income and equity markets. Actual performance compared with the goals under the wealth management portion of the plan for Ms. Murray is shown in the table below.

The overall actual achievement of Corporate Goals for 2021 was at Maximum for the Earnings Per Share and Net Income corporate goals, and between Target and Maximum for the Expense Ratio corporate goal. The overall actual achievement of the Wealth Management goals for 2021 attributable to Ms. Murray was at Maximum for Total Net Income, AUM from New Business and Net New Relationships and between Target and Maximum for Total Revenue.

Under the Executive Annual Cash Incentive Plan the Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual and/or non-recurring items. Consistent with that authority, and with past practices respecting certain strategic acquisitions by Provident, the Compensation Committee determined that it was appropriate to exclude the positive impact$4.1 million of (1) the release of the credit allowance associated with purchase credit deteriorated loans acquired in the 2020 SB One Bancorp transaction, and (2) the reversal of income recognized from the reduction of accrued contingent performance-based considerationnon-tax deductible merger-related charges associated with the 2019 acquisition of Tirschwell & Lowey. The Compensation Committee also excluded expenses incurred in connectionpending merger with damage from Hurricane Ida. As a result the Compensation Committee reduced 2021 earnings in an aggregate amount of $2.589 million, net of tax.Lakeland Bancorp, Inc.

Based on the foregoing, each of Mr. Martin and Mr. Labozzetta earned a cash incentive equal to 106.59%100.92% of his base salary, representing 142.12%134.56% of theirhis Target opportunity. Messrs. Kuntz and Lyons each earned a cash incentive equal to 71.06%67.28% of base salary representing 142.12%134.56% of their Target opportunity. Ms. Murray earned a cash incentive equal to 73.72%13.46% of her base salary, representing 147.45%29.91% of Target, with the wealth management component (80%) of the payout being 148.78% of Target.reflecting performance below Threshold.

Long-Term Equity Incentives

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

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

The Compensation Committee established the equity component of total compensation as a percentage of base salary for Mr. Martin and the otherour named executive officers (other than Mr. Martin) 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 20212022 long-term equity awards was as follows:

The Compensation Committee determined that for equity grants made in 20212022 to Mr. Labozzetta would be 100% performance-vesting and for Messrs. Martin, Lyons, and Kuntz and Ms. Murray their equity grants were compromised of 75% performance-vesting awards and 25% time-vesting awards. As a reward for his prior performance as Chief Executive Officer, Mr. Martin received a grant of three-year performance-vesting awards and a grant of three-year time vesting stock options. Going forward, Mr. Martin will not participate in the value of the grants would belong-term equity plan. The performance based equity awards are subject to performance-vesting,a three-year performance period and 25% of the value would be time-vestinga three-year cliff vest. The time-based awards are eligible to vest based on continued employment, ratably over three years. The time-vesting component of Mr. Martin’s equity grant was in the form of stock options which the Compensation Committee viewed as performance-based because value is only realized if there is stock price appreciation over the term of the options. The equity grants made to Mr. Labozzetta were 76% performance-vesting and 24% time-vesting over three years. The time-vesting component related to the legacy SB One Bancorp incentive plan.