DEF 14A of Provident Financial Services Inc, Mar 15, 2024

DEF 14A of Provident Financial Services Inc

Filed Mar 15, 2024 · FY20230001308179-24-000165

Open on EDGAR

  1. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  2. General

    General The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of eleven members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified. Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Ursuline F. Foley, Christopher Martin, Robert McNerney, and John Pugliese for election as directors at the Annual Meeting. All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and each nominee was previously elected by our stockholders. No arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees. Each of the nominees has consented to be named a nominee. In the event that any nominee is unable to serve as a director, the persons named as proxies will vote with respect to a substitute nominee designated by our current board of directors. At this time, we know of no reason why any of the nominees would be unable or would decline to serve, if elected.

  3. General

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

  4. Board of Directors

    Board of Directors Our board of directors is comprised of individuals with considerable and varied business experiences, backgrounds, skills, and qualifications. Collectively, they have a strong knowledge of our company’s business, strategy, and markets and are committed to enhancing long-term stockholder value. Our Governance/Nominating Committee is responsible for identifying and selecting director candidates whose skills meet the evolving needs of our board of directors. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria weighed by the Governance/Nominating Committee in the director identification and selection process include the relevance of a candidate’s experience to our business, enhancement of the diversity of perspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert. While the Governance/Nominating Committee does not have a formal policy regarding diversity, when assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 18% of our directors are women and 9% designate themselves as racially or ethnically diverse.

  5. Board of Directors

    | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 7 |

  6. Board of Directors

    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:

  7. Nominees:

    Nominees:

  8. Nominees:

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

  9. Nominees:

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

  10. Nominees:

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

  11. Nominees:

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

  12. Nominees:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 8 |

  13. Incumbent Directors:

    Incumbent Directors:

  14. Incumbent Directors:

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

  15. Incumbent Directors:

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

  16. Incumbent Directors:

    | (1) Mr. Fekete has served on the board of directors of Provident Bank since 1995. |

  17. Incumbent Directors:

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

  18. Incumbent Directors:

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

  19. Incumbent Directors:

    | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 9 |

  20. Incumbent Directors:

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

  21. Incumbent Directors:

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

  22. Incumbent Directors:

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

  23. Incumbent Directors:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 10 |

  24. Build for the Future

    Build for the Future

  25. Build for the Future

    | • | Develop our collective knowledge, skills, and capabilities through constant learning | | • | Foster a culture that embraces positive change and rewards creativity and innovation | | • | Make decisions that support the long-term success of the company | | • | Build on our legacy of commitment to positively impact our customers, communities, and ourselves |

  26. Build for the Future

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 26 |

  27. Build for the Future

    | CORPORATE GOVERNANCE PRINCIPLES |

  28. Build for the Future

    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:

  29. Build for the Future

    | • | establishing the size and composition of our board of directors and the desired diversity, qualifications, and skills of directors; | | • | setting a minimum stock ownership requirement for directors at an amount having a value equal to five times a director’s annual cash retainer; | | • | providing for director orientation, continuing education, and an annual performance assessment of our board of directors; | | • | selecting board committee leadership and membership; and | | • | reviewing annual compensation paid to the non-management directors as recommended by the Compensation Committee. |

  30. Build for the Future

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

  31. Build for the Future

    | DIRECTOR INDEPENDENCE |

  32. Build for the Future

    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:

  33. Build for the Future

    | • | Mr. Harding is an officer of a corporation which has a 1% ownership interest in, and is a general partner of, a limited partnership and is the non-member manager of a limited liability company. Both the limited partnership and the limited liability company are partners of an entity that has a commercial real estate loan and line of credit with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features; and | | • | Mr. McNerney’s appraisal firm conducted appraisals for Provident Bank during 2023. His appraisal firm received fees not exceeding $3,500 for appraisal work performed for Provident Bank during 2023. |

  34. Build for the Future

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

  35. Build for the Future

    | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 27 |

  36. Build for the Future

    | TRANSACTIONS WITH CERTAIN RELATED PERSONS |

  37. Build for the Future

    Federal laws and regulations generally require that all loans or extensions of credit by Provident Bank to directors and executive officers must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Regulations also permit directors and executive officers to receive the same terms through benefit or compensation plans that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to participating employees. As of December 31, 2023, Provident Bank had aggregate loans and loan commitments totaling $3.57 million to its executive officers or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family and none existed as of December 31, 2023. Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships, or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independence determinations. Our insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $245,000 to that real estate management company in 2023.

  38. Build for the Future

    | ANTI-HEDGING POLICY |

  39. Build for the Future

    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.

  40. Build for the Future

    | STOCKHOLDER ENGAGEMENT AND FEEDBACK |

  41. Build for the Future

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

  42. Build for the Future

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 28 |

  43. Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | Overview | 31 | | Executive Summary | 32 | | Strategic Highlights | 32 | | Key Executive Compensation Actions | 33 | | Compensation Consultants | 33 | | Executive Compensation Philosophy | 34 | | Benchmarking and Peer Groups | 34 | | Role of Management | 34 | | Elements of 2023 Executive Compensation | 35 | | Elements of Post-Termination Benefits | 40 | | Executive Stock Ownership Requirements | 42 | | Prohibition on Hedging | 42 | | Clawback Policy | 42 | | Risk Assessment | 43 | | Tax Deductibility of Executive Compensation | 43 | | Compensation and Human Capital Committee Report | 43 |

  44. Key Executive Compensation Actions

    | • | 2023 Base Salary: Mr. Labozzetta’s base salary was increased 26.9% from $650,000 to $825,000, reflecting his performance during his first full year as President and Chief Executive Officer and in consideration of peer group market data, where his total direct compensation was below the 25th percentile. The other named executive officers received salary increases of 3.6%, 3.0%, 6.7%, and 3.3% for Messrs. Lyons, Kuntz, Lista, and Ms. Murray respectively. Mr. Lista’s increase reflected his performance during the year and a market adjustment. | | • | 2023 Cash Incentives: Annual cash incentives were paid at 50% of target for the named executive officers, with the exception of Ms. Murray and Mr. Lista, who earned cash incentives equal to 98.5% and 102.1% of target opportunity, respectively, in accordance with their performance against the incentive plans applicable to their business lines. Annual cash incentive opportunities for Messrs. Labozzetta, Lyons, and Kuntz, are based on the bank’s financial performance against goals, which was adversely impacted during 2023 by unanticipated market events including the liquidity crisis stemming from prominent large bank failures as well as the significant Federal Reserve rate hikes that impacted deposit costs and interest rate margins. These events and the negative consequences associated with them were not contemplated at the time of corporate goal setting, which were set above the prior year’s goals and actual performance, and were viewed as not within management’s control. Based on the strong performance of the executive management team in successfully navigating through the liquidity crisis, maintaining a favorable cost of deposits relative to peers, and managing credit quality under extraordinary circumstances, the Compensation Committee determined a minimum payment at threshold, or 50% of target, was appropriate. Ms. Murray’s and Mr. Lista’s cash incentive plans are based on 20% Bank performance results and 80% on their respecitve business lines results. Ms. Murray’s and Mr. Lista’s cash incentive awards reflects the Bank results at 50% and the results of their respective business lines, at 110.61% for Beacon Trust and 115.14% for Provident Protection Plus. Mr. Lista is also eligible for commissions for certain Provident Protection Plus customers. His earned commissions for 2023 were $318,000. | | • | 2023 Long-Term Incentives: In accordance with the defined plan, we granted our named executive officers a mix of performance-vesting stock awards (75% of target grant value) and time-vesting stock awards (25% of target grant value). The performance-based awards are eligible to vest at the end of a three-year period based upon the achievement of performance goals which include projections of a multi-year return on core average assets and core return on average tangible equity, subject to a relative total stockholder return (TSR) modifier against an indexed peer group. The time-based awards vest ratably over three years. | | • | Vesting of Long-Term Incentives for the 2021-2023 Vesting Period: Performance-vesting stock awards for the 2021-2023 performance period vested on March 3, 2024. The company achieved performance at maximum level for both the cumulative average core return on average assets and the cumulative average core return on tangible equity goals. Our TSR was above the 25th percentile but below the 75th percentile so no modifier was applied to the return on average tangible equity goal. Consequently the shares vested at 150% of target. |

  45. Compensation Consultants

    Compensation Consultants Our Compensation Committee retained the services of Frederic W. Cook & Co., Inc. (“FW Cook”) to assist with compensation planning and analysis. FW Cook was retained by and reported directly to the Compensation Committee and did not perform any other services for Provident, Provident Bank, or their affiliates or their management. The Compensation Committee periodically meets with its compensation consultant in executive session without management. The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards and received a report from FW Cook addressing the independence of the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.

  46. Compensation Consultants

    | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 33 |

  47. Benchmarking and Peer Groups

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

  48. Benchmarking and Peer Groups

    | • | The KBW Regional Bank Index (KBW Index) was used to compare long-term performance achievement. The KBW Index is designed to track the performance of publicly traded US Regional Banks and thrifts. The Compensation Committee believes this index serves as an appropriate relative measure of Provident’s long-term performance. | | • | A regional peer group of 17 publicly traded thrift and banking institutions in the Northeast was used for the compensation benchmarking of our executives. The regional peer group is used for setting compensation levels because these banks are broadly reflective of the environment in which Provident competes for executive talent, and they provide a good indicator of the current competitive range of compensation. Provident’s asset size ($14.21 billion) is within a reasonable range of the regional peer median ($13.64) billion as of December 31, 2023. Additional consideration was given to business model and performance. The individual peer banks used in 2023 are unchanged from 2022. The current members of the peer group are as follows: |

  49. Benchmarking and Peer Groups

    | Berkshire Hills Bancorp, Inc. | First Commonwealth Financial Corporation | Northwest Bancshares, Inc. | | Brookline Bancorp, Inc. | Flushing Financial Corporation | OceanFirst Financial Corp. | | Community Bank System, Inc. | Fulton Financial Corporation | S&T Bancorp, Inc. | | Customers Bancorp, Inc. | Independent Bank Corp. | Valley National Bancorp | | Dime Community Bancshares, Inc. | Lakeland Bancorp, Inc. | WSFS Financial Corporation | | Eastern Bankshares, Inc. | NBT Bancorp Inc. | |

  50. Benchmarking and Peer Groups

    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.

  51. Elements of 2023 Executive Compensation

    | Compensation Element | Description or Purpose | Link to Performance | Fixed/ Performance- Based | Short or Long- Term | | Base Salary | Attract and retain executives | Based on individual performance, experience, and scope of responsibility | Fixed | Short-Term | | Annual Cash Incentive | Drive annual performance achievement of critical operating, financial, and/or strategic goals | Links executive compensation to factors that are important for the company’s success | Performance-Based | Short-Term | | Long-Term Incentive Awards | Drive multi-year performance to create long-term stockholder value, align executives with stockholder interests, and serve as a retention tool through multi-year vesting | 75% of the target value of equity awards is based on pre-established company performance goals | Performance-Based | Long-Term | | Benefits | Supplemental Defined Contribution Benefit Plan | Non-Qualified excess plan to maintain qualified plan benefits limited by IRS rules | Fixed | Long-Term | | Other Compensation | Retirement plans and health and welfare benefits on the same basis as other employees with limited perquisites | Benefit plans maintain competitive total compensation | Fixed | Short- and Long-Term |

  52. Base Salary

    Base Salary A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels, the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness, tenure in the role, and experience in the industry, as well as competitive market conditions. In establishing base salaries for 2023, the Compensation Committee considered our company’s 2022 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases reflected below were deemed appropriate because of the company’s strong financial performance in 2022, the relative positioning of individual base salaries to the peer group, individual performance, and broad merit increase budgets. Mr. Labozzetta’s increase was more significant than the others because his base salary was significantly below the peer median as the Compensation Committee has followed a multi-year pay adjustment process in conjunction with his promotion to President and Chief Executive Officer.

  53. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023 Annual cash incentive opportunities are provided to our named executive officers to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary. Our Compensation Committee established the performance goals for 2023 under the Executive Annual Cash Incentive Plan which provided the opportunity for a cash incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 2023 were as follows:

  54. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | | Annual Cash Incentive as a % of Base Salary | | | | Participant | Threshold | Target | Maximum | | President and Chief Executive Officer | 37.5% | 75% | 112.5% | | Chief Financial Officer, Chief Administrative Officer, Chief Wealth Management Officer | 25% | 50% | 75% | | President, Provident Protection Plus | 20% | 40% | 60% |

  55. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2024 Proxy Statement | 36 |

  56. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

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

  57. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | Corporate Goals | Weight | Threshold 85% | Target(1) 100% | Maximum 110% | Achievement* | | Earnings Per Share | 40% | $2.05 | $2.42 | $2.67 | $1.84 | | Net Income (in millions) | 40% | $153.5 | $180.7 | $199.5 | $138.0 | | Efficiency Ratio(2) | 20% | 53.86% | 50.89% | 48.66% | 54.84% |

  58. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | * Reflects allowable adjustments under the plan, including merger-related charges. | | (1) Performance is interpolated between the Threshold and Maximum opportunity levels. | | (2) Represents the ratio of non-interest expense divided by net revenue. |

  59. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    Despite the significant and unanticipated unfavorable developments to our operating environment, which materialized with great velocity after the Compensation Committee set the 2023 goals, the Compensation Committee chose not to modify the goals to continue to motivate the team to execute against exceedingly stretched goals in the new environment that began in the Spring of 2023. Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 2023 financial performance would be made if financial performance met or exceeded 85% of any one of the Corporate Goals (“Threshold”). The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement. Based on actual achievement, performance results were below Threshold. The Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual, and/ or non-recurring items. Consistent with that authority, and with past practices related to certain strategic acquisitions by Provident, the Compensation Committee determined that it was appropriate to exclude $6.3 million of merger-related charges associated with the pending merger with Lakeland Bancorp, Inc., $2.7 million for legal settlements and contingencies, and $0.5 million for the FDIC Special Assessment, all net of tax. After calculating the results, performance fell short of Threshold. At the time the Corporate Goals were established, the market disruption and banking turmoil leading to the failures of certain large banking institutions were not contemplated. The liquidity crisis impacting the entire industry required the company to maintain heightened levels of liquidity impacting earnings and caused customers to seek enhanced deposit insurance coverage increasing the company’s cost of funds. In addition, the economic forecast used to establish the provision for credit losses worsened, resulting in provisioning that materially exceeded planned amounts, despite strong credit quality and nominal charge-offs. Given these unanticipated market driven conditions and management’s success in navigating through these events, the Committee determined that the calculated result of 0% payout would not be appropriately linked to performance because it failed to recognize the management team’s actions that protected and enhanced long-term stockholder value in the face of the significant and rapid deterioration in the industry. Therefore, based on a holistic evaluation of performance, the Committee determined that payout under the Executive Annual Cash Incentive Plan should be made at Threshold. Ms. Murray’s cash incentive is based on 20% bank performance and 80% wealth management business goals, which are Total Net Income without allocated expenses (weight 40%) with a target of $8.8 million, AUM from New Business (weight 30%) with a target of $225 million, and Retention of Client Relationships with a target of 95%. Threshold and maximum performance levels are established consistent with the Corporate Goals. Actual performance compared with the goals under the wealth management portion of the plan for Ms. Murray is shown in the table below.

  60. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | | | Threshold | Target | Max | | | Metric | Weight | 50% | 100% | 150% | Achievement | | Total Net Income (in millions without allocated expenses) | 40% | $7.5 | $8.8 | $9.7 | $8.5 | | AUM from New Business (in millions) | 30% | $191.0 | $225.0 | $248.0 | $239.9 | | Retention of Client Relationships | 30% | 81% | 95% | 105% | 94% | | Cash Incentive Plan Achievement Target Plus | | | | | |

  61. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

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  62. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

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

  63. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | | | Threshold | Target | Max | | | Metric | Weight | 90% of plan | 100% of plan | 150% of plan | Achievement | | Pre-tax Net Income | 60% | $3.7 | $4.1 | $6.2 | $4.8 | | Total P&C Commissions Revenue | 20% | $10.3 | $11.4 | $17.2 | $12.4 | | PPP Efficiency Ratio | 20% | 76.4% | 69.4% | 65.9% | 66.2% | | Cash Incentive Plan Achievement Target Plus | | | | | |

  64. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

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

  65. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023

    | Name | Cash Incentive | % of Salary | % of Target | | Anthony J. Labozzetta | $309,375 | 37.50% | 50.00% | | Thomas M. Lyons | $137,500 | 25.00% | 50.00% | | John Kuntz | $137,500 | 25.00% | 50.00% | | Valerie O. Murray | $233,909 | 49.24% | 98.49% | | George Lista | $130,703 | 41.00% | 102.11% |

  66. Long-Term Equity Incentives

    Long-Term Equity Incentives Our 2019 Long-Term Equity Incentive Plan provides the opportunity to grant various forms of equity incentives on a performance-vesting and time-vesting basis. The Compensation Committee believes that stock ownership by our officers and employees provides a significant incentive in building long-term stockholder value by further aligning the interests of officers and employees with stockholders. This component of compensation increases in importance as Provident’s common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-vesting awards also encourages a long-term strategic focus. It is the policy of the Compensation Committee to make equity grants when the window for trading by directors and officers in Provident common stock is open under our stock trading policy. Throughout the year, equity awards may be granted to new hires and promoted employees, or to existing employees to recognize superior performance with a grant date that falls when the window for trading is open under our stock trading policy. The Compensation Committee established the equity component of total compensation as a percentage of base salary for our named executive officers based upon competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:

  67. Long-Term Equity Incentives

    | Participant | 2023 Opportunity Long-Term Equity Target Award as a % of Base Salary | | President and Chief Executive Officer | 100% | | Chief Financial Officer, Chief Administrative Officer, Chief Wealth Management Officer | 60% | | President Provident Protection Plus | 40% |

  68. Long-Term Equity Incentives

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  69. Long-Term Equity Incentives

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

  70. Long-Term Equity Incentives

    | | Performance- Vesting | Time-Vesting | | Participant | Restricted Stock | Restricted Stock | | President and Chief Executive Officer | 75% | 25% | | Other Named Executive Officers | 75% | 25% |

  71. Long-Term Equity Incentives

    The Compensation Committee determined that equity grants made in 2023 to the named executive officers would be 75% performance-vesting and 25% time-vesting awards. The performance-based equity awards are subject to a three-year performance period and a three-year cliff vest. The time-based awards are eligible to vest based on continued employment, ratably over three years. Performance-vesting grants are measured at the end of a three-year period based upon performance goals established by the Compensation Committee at the time of the equity grant. For the 2023 grants, the performance goals include projections of a multi-year core return on average assets (ROAA) and core return on average tangible equity (ROATE). The core ROAA measure may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee. The core ROATE portion of the award is subject to a relative total shareholder return (“TSR”) modifier measured against the KBW Regional Banking Index. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25th percentile or (ii) an upward 20% adjustment of payout if our TSR is at or above the 75th percentile. Between the 25th percentile and the 75th percentile, the modifier has no impact on payout. This performance framework is designed to encourage conduct that drives long-term strategic decisions suited to maximizing stockholder value, while maintaining a meaningful impact on total compensation from our three-year relative TSR and maintaining an appropriate level of at-risk compensation for retention purposes.

  72. Long-Term Equity Incentives

    | 2023-2025 Performance Goals(1) | | Threshold | Target | Maximum | | Core Return on Average Assets (ROAA) | 60% Weight | | | | | Multi-Year Core ROAA | | 112 bps. | 132 bps. | 139 bps. | | Core Return on Average Tangible Equity (ROATE) | 40% Weight | | | | | Multi-Year Core ROATE | | 10.25% | 14.52% | 16.30% |

  73. Long-Term Equity Incentives

    | (1) Performance is interpolated between the Threshold and Maximum opportunity levels. |

  74. Long-Term Equity Incentives

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

  75. Long-Term Equity Incentives

    | | 2023 Performance-Vesting Calibration Long-Term Equity Award as a % of Target | | | | Participant | Threshold | Target | Maximum | | All Named Executive Officers | 50% | 100% | 150% |

  76. Long-Term Equity Incentives

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

  77. 2021 Long-Term Equity Awards

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

  78. 2021 Long-Term Equity Awards

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  79. 2021 Long-Term Equity Awards

    | LTIP Performance Goals and Results | Threshold | Target | Maximum | Achievement | | Multi Year Core ROAA - 60% | | | | | | ROAA - 3 year Average | 0.95% | 1.06% | 1.11% | 1.18% | | Multi Year Core ROATE - 40% | | | | | | ROATE - 3 year Average | 9.54% | 10.60% | 11.13% | 13.49% | | Achievement is Maximum or 150% | | | | |

  80. 2021 Long-Term Equity Awards

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

  81. Employment Agreements

    Employment Agreements Mr. Labozzetta had an employment agreement executed in connection with the SB One acquisition that had a term that concluded on December 31, 2021. Commencing on January 1, 2022 and continuing at each January 1 thereafter, the term automatically renews for an additional year. In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash lump sum payment equal to his base salary and cash bonus due for the longer of: (i) the remaining term of the agreement; or (ii) 12 months following the date of termination (the “benefits period”); and (3) continued life, medical, dental, and disability coverage during the benefits period, provided, however, that Provident or Provident Bank may make a cash equivalent payment in lieu of such coverage if such coverage is not practicable.

  82. Employment Agreements

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  83. Employment Agreements

    Subject to certain terms and limitations, the employment agreement further provides that during its term and for a period of one year thereafter (except following a change in control), Mr. Labozzetta may not compete with, or solicit customers or employees of, Provident or Provident Bank, provided, however, that upon his termination during any renewal term, as defined in the agreement, any restrictions limiting Mr. Labozzetta from becoming an employee of or providing services to another institution would be reduced to six months. Mr. Lista has an employment agreement executed on January 29, 2020. The term of the Agreement commenced on January 29, 2020, and will terminate at the will of either employer or employee, with or without cause, for any reason or no reason, subject to the terms of the Agreement. In the event Mr. Lista terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), the employer shall continue to pay Mr. Lista his base salary and continue his health and other insurance benefits for a period of one (1) year from the date of termination. Provident entered into a Transition Agreement with General Release of Claims with Mr. Kuntz, effective August 2, 2023, in connection with the merger with Lakeland Bancorp. Inc. The agreement provides that Mr. Kuntz’s employment with Provident and Provident Bank will terminate as part of the management restructuring 90 days after the closing date of the merger (the “separation date”), unless prior to the separation date Mr. Kuntz resigns or dies, or his employment is terminated due to “disability” or for “cause” (each as defined in the agreement). From the closing date of the merger to the separation date or an earlier applicable date of termination (the applicable date being the “termination date”), Mr. Kuntz will serve as Special Advisor to Mr. Labozzetta in exchange for an annualized base salary of $550,000. In addition, unless Mr. Kuntz dies, resigns, or is terminated for cause prior to the separation date, he will receive a lump sum bonus payment of $875,000. If Mr. Kuntz is terminated due to disability prior to the separation date, he or his estate, as applicable, will receive a prorated amount of the bonus payment. The agreement also provides that unless Mr. Kuntz dies, resigns, or is terminated due to disability or for cause prior to the separation date, he will receive a lump sum severance payment of $1,650,000 and in accordance with Provident’s equity plan his continued service as a non-employee director of Beacon Trust will entitle him to continue vesting all unvested and outstanding equity awards as of the termination date.

  84. Change in Control Agreements

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

  85. Change in Control Agreements

    | • | the executive’s employment is terminated, other than for cause, disability, or retirement; or the executive terminates employment for good reason; |

  86. Change in Control Agreements

    Good reason is generally defined to include:

  87. Change in Control Agreements

    | • | the assignment of duties materially inconsistent with the executive’s positions, duties, or responsibilities as in effect prior to the change in control; | | • | a reduction in his or her base salary or fringe benefits; | | • | a relocation of his or her principal place of employment by more than 25 miles from its location immediately prior to the change in control; or | | • | a failure by Provident to obtain an assumption of the agreement by its successor. |

  88. Change in Control Agreements

    For Messrs. Labozzetta, Kuntz, Lyons, and Ms. Murray, the change in control severance payment is equal to three times the highest level of aggregate annualized base salary and other cash compensation paid to the executive during the calendar year termination occurs, or during either of the immediately preceding two calendar years, whichever is greater. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for the remaining term of the agreement. For Mr. Lista, the change in control severance payment is equal to two times the employee’s base salary plus the sum of the bonuses for the prior two years. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for the remaining term of the agreement. The gross benefits under the change in control agreements for the named executive officers, other than Mr. Labozzetta, are reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code if doing so results in a greater after-tax benefit to the executive. Any payments under this plan are subject to applicable federal, state, and local taxation.

  89. Change in Control Agreements

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  90. Risk Assessment

    | • | the design of incentive plans to ensure they satisfy bank regulatory requirements and do not encourage excessive or imprudent risk taking; | | • | the internal controls over determining incentive payments and a review of the accuracy of the incentive payments and any related accruals; and | | • | the board of directors’ oversight of the incentive compensation program to determine if it provides effective governance over the program and satisfies regulatory expectations. |

  91. Executive Compensation

    | TABLE OF CONTENTS | | | Summary Compensation Table | 45 | | All Other Compensation Table | 46 | | Perquisites Table | 46 | | Grants of Plan-Based Awards Table | 47 | | Outstanding Equity Awards at Year-End Table | 48 | | Option Exercises and Stock Vested Table | 49 | | Pension Benefits Table | 50 | | Non-Qualified Deferred Compensation Table | 50 | | Potential Payments Upon Termination or Change in Control Table | 52 |

  92. Summary Compensation Table

    Summary Compensation Table

  93. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Anthony Labozzetta President & Chief Executive Officer | | | | | | | | | | | 2023 | 818,269 | 825,000 | — | 309,375 | — | 121,547 | 2,074,191 | | | 2022 | 648,269 | 650,000 | — | 655,980 | — | 95,043 | 2,049,292 | | | 2021 | 604,197 | 678,091 | — | 644,870 | — | 79,195 | 2,006,353 | | Thomas M. Lyons Senior Executive Vice President and Chief Financial Officer | 2023 | 549,269 | 330,000 | — | 137,500 | 5,089 | 131,917 | 1,153,775 | | | 2022 | 530,423 | 318,600 | — | 357,257 | — | 108,164 | 1,314,444 | | | 2021 | 515,462 | 309,600 | — | 366,670 | — | 116,562 | 1,308,294 | | John Kuntz Senior Executive Vice President, Chief Administrative Officer and General Counsel | 2023 | 549,384 | 330,000 | — | 137,500 | — | 120,078 | 1,136,962 | | | 2022 | 533,423 | 320,400 | — | 359,275 | — | 90,825 | 1,303,923 | | | 2021 | 518,462 | 311,400 | — | 368,801 | — | 98,845 | 1,297,508 | | Valerie O. Murray Executive Vice President, Chief Wealth Officer and President of Beacon Trust | 2023 | 474,423 | 332,500 | — | 233,909 | — | 89,203 | 1,130,035 | | | 2022 | 458,846 | 276,000 | — | 61,898 | — | 66,221 | 862,966 | | | 2021 | 429,231 | 258,000 | — | 317,013 | — | 65,220 | 1,069,464 | | George Lista Executive Vice President, President / Provident Protection Plus | 2023 | 637,231 | 128,000 | — | 130,703 | — | 48,991 | 944,925 |

  94. Summary Compensation Table

    | (1) The amounts shown represent base salary earned during each fiscal year covered. For Mr. Lista, the amount shown in 2023 includes Commissions in the amount of $318,000, and since Mr. Lista was a NEO for the first time in 2023, pursuant to SEC rules, compensation for 2022 and 2021 is not required to be reported. | | (2) The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $972,498, $389,039, $389,039, $150,885 and $391,942 for 2023 for Messrs. Labozzetta, Lyons, Kuntz, Lista and Ms. Murray, respectively; $1,039,596, $382,141, $384,324 and $331,063 for 2022 for Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively; $813,407, $367,275, $369,407 and $306,070 for 2021 for Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively. | | (3) The amounts shown reflect the grant date fair value of time-vesting stock options computed in accordance with FASB ASC Topic 718. No performance-vesting stock options were granted in the years presented. | | (4) The amounts shown reflect the payment made under the Executive Annual Incentive Plan. Please see the section titled “Compensation Discussion and Analysis – Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2023” for a discussion of this plan and the determination of the 2023 bonus amounts. | | (5) The amounts in this column reflect the actuarial increase in the present value at each year end compared to the prior year end of the named executive officer’s benefits under all defined benefit pension plans. For 2023, there was a negative change in present value of the benefits under the defined benefit plan for Mr. Kuntz and no amount is disclosed in the Summary Compensation Table. For 2022, there was a negative change in present value of the benefits under the defined benefit plan for all participants and no amount is disclosed in the Summary Compensation Table. Messrs. Labozzetta and Lista and Ms. Murray are not participants in the defined benefit pension plan, which was frozen prior to their employment with the Company. No named executive officer received preferential or above-market earnings on deferred compensation. | | (6) The amounts in this column represent all other compensation not properly reported in other columns of the Summary Compensation Table including perquisites (non-cash benefits and perquisites such as the use of employer-owned automobiles, car allowances, membership dues and other personal benefits), the value of cash dividend payable on unvested restricted stock awards subject to time-vesting, accumulated dividends paid on performance-vesting awards that actually vested, employee benefits (employer cost of medical, dental, vision, life and disability insurance), and employer contributions to defined contribution plans (Provident Bank 401(k) Plan, ESOP and the Non-Qualified Supplemental Defined Contribution Plan). Amounts are reported separately under the following “All Other Compensation” and “Perquisites” tables. |

  95. Summary Compensation Table

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

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

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

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(3) | Options (#)(4) | Awards ($/Sh) | Awards ($)(5) | | Anthony Labozzetta | 2/17/2023 | 61,875 | 618,750 | 928,125 | | | | | | | | | | 3/3/2023 | | | | 11,890 | 25,755 | 41,595 | | | | 618,750 | | | 3/3/2023 | | | | | | | 8,822 | | 23.38 | 206,250 | | Thomas M. Lyons | 2/17/2023 | 27,500 | 275,000 | 412,500 | | | | | | | | | | 3/3/2023 | | | | 4,756 | 10,303 | 16,640 | | | | 247,500 | | | 3/3/2023 | | | | | | | 3,529 | | 23.38 | 82,500 | | John Kuntz | 2/17/2023 | 27,500 | 275,000 | 412,500 | | | | | | | | | | 3/3/2023 | | | | 4,756 | 10,303 | 16,640 | | | | 247,500 | | | 3/3/2023 | | | | | | | 3,529 | | 23.38 | 82,500 | | Valerie O. Murray | 2/17/2023 | 23,750 | 237,500 | 356,250 | | | | | | | | | | 3/3/2023 | | | | 4,792 | 10,380 | 16,764 | | | | 249,375 | | | 3/3/2023 | | | | | | | 3,555 | | 23.38 | 83,125 | | George Lista | 2/17/2023 | 12,800 | 128,000 | 192,000 | | | | | | | | | | 3/3/2023 | | | | 1,845 | 3,996 | 6,454 | | | | 96,000 | | | 3/3/2023 | | | | | | | 1,369 | | 23.38 | 32,000 |

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

    | (1) The amounts shown at Target assume achievement of 100% of Company goals and objectives. For Ms. Murray the Target assumes achievement of goals based on 80% on the wealth management business and 20% on Company goals. For Mr. Lista the Target assumes achievement of goals based on 80% on the Insurance business and 20% company goals. The range of estimated possible payouts reflects the full potential of the annual incentive payment if only one performance goal is achieved at Threshold level and if all performance goals are achieved at Maximum level. | | (2) Represents the number of restricted stock awards that may vest if performance goals are achieved over the three-year period 2023-2025 at the stated levels. The Threshold and Maximum levels include the impact of a Total Shareholder Return Modifier applied to the return on tangible equity component of the performance goals. | | (3) Represents the number of three-year time-vesting restricted stock awards granted. | | (4) Represents the number of three-year time-vesting stock options granted. | | (5) Represents the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Note 13 to our audited financial statements for the year ended December 31, 2023 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts. |

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

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  100. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table shows certain information about outstanding equity awards as of December 31, 2023 for our named executive officers.

  101. Outstanding Equity Awards At December 31, 2023

    Outstanding Equity Awards At December 31, 2023

  102. Outstanding Equity Awards At December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Anthony Labozzetta | — | — | | — | — | 11,465 | 206,714 | 77,229 | 1,392,439 | | Thomas M. Lyons | — | — | | — | — | 7,019 | 126,553 | 31,269 | 563,780 | | John Kuntz | — | — | | — | — | 7,038 | 126,895 | 31,390 | 565,962 | | Valerie O. Murray | — | — | | — | — | 6,537 | 117,862 | 28,181 | 508,103 | | George Lista | — | — | | — | — | 3,072 | 55,388 | 8,562 | 154,373 |

  103. Outstanding Equity Awards At December 31, 2023

    | (1) Stock options generally expire 10 years after the grant date. | | (2) Amounts shown represent the number of time-vesting stock awards that were not vested at December 31, 2023. | | (3) Amounts shown are based on the fair market value of Provident common stock on December 29, 2023 of $18.03. | | (4) Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2021-2023, 2022-2024 and 2023-2025 at Target level. |

  104. Outstanding Equity Awards At December 31, 2023

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  105. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information about restricted stock awards that vested in 2023.

  106. Option Exercises and Stock Vested

    | | Stock Awards | | Stock Options | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Exercised (#) | Value Realized on Exercise ($)(2) | | Anthony Labozzetta | 2,644 | 61,817 | — | — | | Thomas M. Lyons | 19,850 | 463,835 | — | — | | John Kuntz | 19,972 | 466,686 | — | — | | Valerie O. Murray | 16,290 | 380,637 | — | — | | George Lista | 1,439 | 33,583 | — | — |

  107. Option Exercises and Stock Vested

    | (1) The value realized on vesting represents the market value on the day the stock vested. | | (2) There were no Stock Options Exercised by the NEOs listed during 2023. |

  108. Pension Benefits

    Pension Benefits We maintain a noncontributory defined benefit pension plan covering full-time employees who had attained age 21 with at least one year of service as of April 1, 2003, the date on which the pension plan was frozen. All participants in the pension plan are 100% vested. Pension plan participants generally become entitled to retirement benefits upon their later attainment of age 65 or the fifth anniversary of participation in the plan, which is referred to as the normal retirement date. The normal retirement benefit is equal to 1.35% of the participant’s average final compensation up to the average social security level, plus 2% of the participant’s average final compensation in excess of the average social security level multiplied by the participant’s years of credited service to a maximum of 30 years. Vested retirement benefits generally are paid beginning on the participant’s normal retirement date. Participants with accrued benefits in the pension plan prior to April 1, 2003 continued to vest in their pre-April 1, 2003 accrued benefit. A participant may elect to retire prior to age 65 and receive early retirement benefits if retirement occurs after completion of at least five consecutive years of vested service and attainment of age 55. If an early retirement election is made by a participant, retirement benefits will begin on the first day of any month during the ten-year period preceding the participant’s normal retirement date, as directed by the retiring participant. If a participant elects to retire prior to attaining age 65 and after completing five years of credited service, his or her accrued pension benefit will be a reduced benefit calculated pursuant to the terms of the pension plan. However, if a participant who terminates employment after December 31, 2001 and elects to retire early after both attaining age 60 and completing 25 years of credited service, his or her accrued pension benefit will be unreduced. If the termination of service occurs after the normal retirement date, the participant’s benefits will begin on the participant’s postponed retirement date. The following table shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each named executive officer, under each of the pension plans determined using interest rate and mortality rate assumptions consistent with those used in Provident’s financial statements.

  109. Pension Benefits

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  110. Pension Benefits At And For The Year Ended December 31, 2023

    Pension Benefits At And For The Year Ended December 31, 2023

  111. Pension Benefits At And For The Year Ended December 31, 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Anthony Labozzetta | None applicable | — | — | — | | Thomas M. Lyons | The First Sentinel Pension Plan | 24 | 67,980 | — | | John Kuntz | Provident Bank Pension Plan | 22 | 48,093 | — | | Valerie O. Murray | None applicable | — | — | — | | George Lista | None applicable | — | — | — |

  112. Pension Benefits At And For The Year Ended December 31, 2023

    | (1) The amounts shown are determined based on the measurement date of December 31, 2023. For the discount rate and other assumptions used, please refer to note 13 to our audited financial statements contained in our Annual Report on Form 10-K. |

  113. Non-Qualified Deferred Compensation

    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, 2023.

  114. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

    Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

  115. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Anthony Labozzetta | — | 45,134 | 34,712 | — | 954,524 | | Thomas M. Lyons | — | 21,975 | 7,286 | — | 197,578 | | John Kuntz | — | 21,985 | 6,509 | — | 178,508 | | Valerie O. Murray | — | 15,518 | 2,934 | — | 84,417 | | George Lista | — | — | 12,327 | — | 325,252 |

  116. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

    | (1) The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2023. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 2023 of $18.03 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation”. Mr. Lista does not participate in the Non-Qualified Supplemental Defined Contribution Plan. | | (2) The amounts shown include interest and dividends credited under the Non-Qualified Supplemental Defined Contribution Plan. For Messrs. Labozzetta and Lista the amounts shown include interest on their SB One Supplemental Executive Retirement Plan. The amounts shown include a decrease in the value of the phantom shares attributable to the ESOP portion of the supplemental benefit as the fair market value of Provident common stock at December 31, 2023 was $18.03 per share compared to $21.36 per share at December 31, 2022. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.” | | (3) For Mr. Labozzetta the amount shown includes a balance of $845,892 in his SB One Supplemental Executive Retirement Plan. For Mr. Lista the amount shown includes a balance of $325,252 in his SB One Supplemental Executive Retirement Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $45,134, $21,975, $21,985, and $15,518 for Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively for 2023; $34,243, $23,346, $23,623, and $16,717 for Messrs. Labozzetta, Lyons, Kuntz and Ms. Murray, respectively for 2022; and $35,404, 26,759, $27,086 and $17,362 for Messrs. Labozzetta, Lyons, Kuntz and Ms. Murray, respectively for 2021. |

  117. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

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  118. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2023

    We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), that provides additional benefits to certain employees whose benefits under the 401(k) Plan and ESOP are reduced by tax law limitations applicable to tax-qualified plans. The Supplemental Plan requires a contribution for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP. The Supplemental Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Vesting of these supplemental benefits is subject to the same terms and conditions as the benefits provided under the 401(k) Plan and ESOP. The 401(k) portion of the benefit under the Supplemental Plan is credited with interest at an annual rate equal to the bond equivalent yield on United States Treasury Securities adjusted to a constant maturity of ten years. The ESOP portion of the benefit under the Supplemental Plan is credited with dividends payable on Provident common stock. Benefits payable under the Supplemental Plan are payable to the participant in a lump sum during the calendar year immediately following the calendar year of the earliest to occur of: (i) separation from service; (ii) disability; or (iii) death of the participant. The 401(k) portion of the benefit under the Supplemental Plan is paid in cash and the ESOP portion of the benefit is paid in cash unless the committee administering the Supplemental Plan determines in its sole discretion to pay the equivalent benefit in the form of Provident common stock.

  119. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Provident has entered into employment agreements with both Messrs. Labozzetta and Lista. In addition, Provident has entered into three-year change in control agreements with Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray, and a change in control agreement with a two-year term with Mr. Lista. The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, as of December 31, 2023, pursuant to such individual’s employment agreement or change in control agreement, as applicable, in the event of termination of such executive’s employment under the circumstances noted in the tables. No payments are required due to a voluntary termination under the employment agreement and the change in control agreements. The amount of compensation and benefits payable to each named executive officer upon an involuntary termination without cause or a termination by the executive for Good Reason, in each case following a change in control and in the event of disability (with respect to Messrs. Labozzetta’s and Lista’s employment agreements) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his or her termination. The amounts shown relating to unvested options and stock awards are based on the fair market value of our common stock on December 29, 2023, the last trading day of 2023, of $18.03 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in the agreements with Messrs. Labozzetta and Lista.

  120. Potential Payments Upon Termination or Change in Control

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  121. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    Potential Payments Upon Termination or Change in Control as of December 31, 2023

  122. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | Anthony Labozzetta | Employment Agreement | Employment Agreement | Change in Control Agreement | | | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability ($)(2) | Termination w/o Cause or for Good Reason ($) | | Salary | 825,000 | 618,750 | 2,475,000 | | Incentive/Bonus | 655,980 | — | 1,967,941 | | Total Cash Payments | 1,480,980 | 618,750 | 4,442,941 | | Medical | 35,090 | 35,090 | 105,270 | | Dental | 2,261 | 2,261 | 6,784 | | Life Insurance | 1,407 | 1,407 | 4,222 | | Long-Term Disability | 594 | 594 | 1,782 | | Vision | 133 | 133 | 398 | | Total Benefits | 39,485 | 39,485 | 118,456 | | Total Cash & Benefits | 1,520,465 | 658,235 | 4,561,397 | | Value Unvested Options | — | — | — | | Value Unvested Awards | — | 1,599,153 | 1,599,153 | | TOTAL | 1,520,465 | 2,257,388 | 6,160,550 |

  123. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | (1) Salary benefit is based on 12 months pursuant to the Employment Agreement. | | (2) Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. |

  124. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | Thomas M. Lyons | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($) | | Salary | 1,650,000 | | Incentive/Bonus | 1,100,009 | | Total Cash Payments | 2,750,009 | | Medical | 65,093 | | Dental | 2,824 | | Life Insurance | 2,817 | | Long-Term Disability | 1,782 | | Vision | 398 | | Total Benefits | 72,914 | | Total Cash & Benefits | 2,822,923 | | Value Unvested Options | 0 | | Value Unvested Awards | 690,333 | | TOTAL | 3,513,256 |

  125. Potential Payments Upon Termination or Change in Control as of December 31, 2023

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  126. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | John Kuntz | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($) | | Salary | 1,650,000 | | Incentive/Bonus | 1,106,404 | | Total Cash Payments | 2,756,404 | | Medical | 65,093 | | Dental | 2,824 | | Life Insurance | 1,830 | | Long-Term Disability | 1,782 | | Vision | 398 | | Total Benefits | 71,927 | | Total Cash & Benefits | 2,828,331 | | Value Unvested Options | 0 | | Value Unvested Awards | 692,857 | | TOTAL | 3,521,188 |

  127. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | Valerie O. Murray | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($) | | Salary | 1,425,001 | | Incentive/Bonus | 951,040 | | Total Cash Payments | 2,376,041 | | Medical | 65,093 | | Dental | 4,590 | | Life Insurance | 2,434 | | Long-Term Disability | 1,782 | | Vision | 398 | | Total Benefits | 74,297 | | Total Cash & Benefits | 2,450,338 | | Value Unvested Options | 0 | | Value Unvested Awards | 625,966 | | TOTAL | 3,076,304 |

  128. Potential Payments Upon Termination or Change in Control as of December 31, 2023

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  129. Potential Payments Upon Termination or Change in Control as of December 31, 2023

    | George Lista | Employment Agreement | Change in Control Agreement | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | After Change in Control | | Salary | 320,000 | 640,000 | | Incentive/Bonus | — | 237,364 | | Total Cash Payments | 320,000 | 877,364 | | Medical | 10,092 | 20,184 | | Dental | 696 | 1,392 | | Life Insurance | 547 | 1,094 | | Long-Term Disability | 594 | 1,188 | | Vision | 70 | 139 | | Total Benefits | 11,999 | 23,997 | | Total Cash & Benefits | 331,999 | 901,361 | | Value Unvested Options | — | — | | Value Unvested Awards | — | 209,761 | | TOTAL | 331,999 | 1,111,122 |

  130. Pay Ratio Disclosure

    Pay Ratio Disclosure The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Labozzetta, who served as our President and Chief Executive Officer in 2023, to the median of the total annual compensation of our employees, except Mr. Labozzetta for 2023. Our median employee for this calculation was determined using total annual compensation data for all our active employees, excluding Mr. Labozzetta as of December 31, 2023. We included all active employees including those employed on a full-time, part-time, or seasonal basis. We did not annualize or prorate the data used in the calculation. Total annual compensation used to arrive at the median employee was consistent with that used to calculate total annual compensation for the named executive officers as required by the SEC, excluding the change in pension value and nonqualified deferred compensation earnings and the value of other benefits available on a non-discriminatory basis to all our employees, such as company contributions to health, life, and disability insurance. After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $73,434 for 2023, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table. The total annual compensation for Mr. Labozzetta for the same period was $2,396,468. The ratio of Mr. Labozzetta’s total annual compensation to the median total annual compensation of all other employees for 2023 was 33:1.

  131. Pay Ratio Disclosure

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  132. Pay Versus Performance

    Pay Versus Performance As discussed in the Compensation Discussion and Analysis appearing earlier, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEO’s realized compensation to the achievement of the company’s financial and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020.

  133. Pay Versus Performance

    | | Summary Compensation Table Total for First CEO(1) $ | Summary Compensation Table Total for Second CEO(2) $ | Compensation Actually Paid to First CEO(3) $ | Compensation Actually Paid to Second CEO(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(4) $ | Value of Initial Fixed $100 Investment Based on: | | Net Income $(in millions) | Return on Average Assets | | Year | | | | | | | TSR(5) | Peer Group TSR(5) | | | | 2023 | 2,074,191 | — | 1,600,542 | — | 1,091,424 | 915,642 | $89.28 | $112.03 | 128 | 0.92% | | 2022 | 2,049,292 | — | 1,934,504 | — | 1,218,560 | 1,039,519 | $100.08 | $111.47 | 176 | 1.29% | | 2021 | — | 2,625,561 | — | 4,387,807 | 1,420,405 | 1,889,746 | $108.82 | $126.43 | 168 | 1.26% | | 2020 | — | 2,530,194 | — | 1,941,043 | 997,872 | 778,301 | $77.47 | $90.82 | 97 | 0.86% |

  134. Pay Versus Performance

    | (1) For fiscal years 2022 and 2023, this column presents the summary compensation table total for President and Chief Executive Officer Anthony Labozzetta, following Mr. Labozzetta’s appointment as President and Chief Executive Officer effective January 1, 2022. | | (2) For fiscal years 2020 and 2021, this column presents the summary compensation total for President and Chief Executive Officer Christopher Martin. |

  135. Pay Versus Performance

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Messrs. Labozzetta and Martin’s total compensation to determine the compensation actually paid. |

  136. Pay Versus Performance

    | (4) The Non-CEO NEOs in the 2023 reporting year are Thomas Lyons, John Kuntz, Valerie O. Murray, and George Lista. The Non-CEO NEOs in the 2022 reporting year are Christopher Martin, Thomas Lyons, John Kuntz, and Valerie O. Murray. The Non-CEO NEOs in the 2021 reporting year are Anthony Labozzetta, Thomas Lyons, John Kuntz, and Valerie O. Murray. The Non-CEO NEOs in the 2020 reporting year are Anthony Labozzetta, Thomas M. Lyons, John Kuntz, Valerie O. Murray, Walter Sierotko, and Donald W. Blum. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEO’s total compensation to determine the compensation actually paid. |

  137. Pay Versus Performance

    | (5) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P U.S. SmallCap Banks Index, which is the same peer group used by the company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the company’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  138. Pay Versus Performance

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  139. Pay Versus Performance

    | | Anthony Labozzetta | | Christopher Martin | | | | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in Summary Compensation Table (SCT) | $2,074,191 | $2,049,292 | $2,625,561 | $2,530,194 | | Pension values reported in SCT | — | — | — | — | | Fair value of equity awards granted during fiscal year | (825,000) | (650,000) | (797,000) | (785,000) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | | Fair value of equity compensation granted in current year-value at end of year-end | 403,635 | 601,057 | 1,423,024 | 787,002 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 952 | (740) | 183,642 | (206,907) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (53,235) | (65,105) | 952,580 | (384,246) | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | — | — | | Compensation Actually Paid to NEOs | $1,600,542 | $1,934,504 | $4,387,807 | $1,941,043 |

  140. Pay Versus Performance

    | | | Non-CEO NEO Averages | | | | | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $1,091,424 | $1,218,560 | $1,420,405 | $997,872 | | Pension values reported in SCT | (1,272) | — | — | (6,535) | | Fair value of equity awards granted during fiscal year | (280,125) | (428,000) | (389,273) | (172,717) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | | Fair value of equity compensation granted in current year-value at end of year-end | 136,981 | 360,948 | 645,211 | 162,983 | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (5,544) | (7,766) | 26,818 | (65,104) | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (25,823) | (104,223) | 186,585 | (138,198) | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | | Compensation Actually Paid to NEOs | $915,642 | $1,039,519 | $1,889,746 | $778,301 |

  141. Pay Versus Performance

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  142. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures As shown in the charts as discussed further below, the relationship between the Compensation Actually Paid (CAP) to the CEO and the Average Compensation Actually Paid to the NEOs other than the CEO in fiscal 2020, 2021, 2022, and 2023 (collectively, “NEO Compensation Actually Paid”) to each of (1) Net income, (2) total shareholder return (“TSR”), and (3) return on average assets (“ROAA”) demonstrates that such compensation fluctuates to the extent the company is achieving its goals and increasing value for stockholders in line with the company’s compensation philosophy and performance-based objectives.

  143. Relationship Between “Compensation Actually Paid” and Performance Measures

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  144. Relationship Between “Compensation Actually Paid” and Performance Measures

    The three items listed below represent the most important metrics we used to determine Compensation Actually Paid for fiscal year 2023:

  145. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 1. | Return on Average Assets | | 2. | Return on Average Tangible Equity | | 3. | Earnings Per Share |

  146. Relationship Between “Compensation Actually Paid” and Performance Measures

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  147. Director Compensation

    Director Compensation

  148. Elements of Director Compensation

    Elements of Director Compensation

  149. Director Compensation Table

    Director Compensation Table

  150. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation(3) | Total ($) | | Robert Adamo(4) | 6,875 | — | 7,901 | 3,791 | 18,567 | | James P. Dunigan | 102,500 | 90,002 | 13,915 | 3,791 | 210,208 | | Frank L. Fekete | 90,625 | 90,002 | — | 3,791 | 184,418 | | Ursuline Foley | 80,000 | 90,002 | — | 3,791 | 173,793 | | Terence Gallagher | 96,250 | 90,002 | — | 3,791 | 190,043 | | Matthew K. Harding | 102,500 | 90,002 | — | 3,791 | 196,293 | | Carlos Hernandez(4) | 11,250 | — | — | 3,791 | 15,041 | | Edward Leppert | 94,375 | 90,002 | — | 3,791 | 188,168 | | Nadine Leslie | 82,500 | 90,002 | — | 3,791 | 176,293 | | Robert McNerney | 67,500 | 90,002 | — | 3,791 | 161,293 | | John Pugliese | 110,000 | 90,002 | — | 3,791 | 203,793 |

  151. Director Compensation Table

    | (1) The amounts shown reflect the aggregate grant date fair value of the restricted stock award made to each non-management director based on the closing price of the stock on the grant date and computed in accordance with FASB ASC Topic 718. The stock awards were made on May 3, 2023.These stock awards are time-vesting awards that vest in one year. | | (2) The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Messrs. Fekete and Hernandez have benefits under this plan. The amounts shown also include interest earned on deferred director fees for Messrs. Adamo and Dunigan. | | (3) All other Compensation includes Dividends paid on Stock Awards granted. | | (4) Messrs. Adamo and Hernandez retired from the Board of Directors effective April 27, 2023. |

  152. Director Compensation Table

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