DEF 14A of Provident Financial Services Inc, Mar 12, 2025

DEF 14A of Provident Financial Services Inc

Filed Mar 12, 2025 · FY20240001308179-25-000087

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 fourteen 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 James P. Dunigan, Matthew K. Harding, Anthony J. Labozzetta and Robert E. McCracken for election as directors at the Annual Meeting. All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Flynn, Gragnolati, Hanson, McCracken and Shara, each nominee was previously elected by our stockholders. Flynn, Gragnolati, Hanson, McCracken and Shara were appointed to the boards of directors of Provident and Provident Bank in accordance with the terms of Provident’s acquisition of Lakeland Bancorp, Inc. (“Lakeland”), where Flynn, Gragnolati, Hanson, McCracken and Shara were members of the board of directors. 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. As a result of a merger with Lakeland, the board welcomed five new members from the legacy Lakeland Board of Directors, including Thomas J. Shara, Brian M. Flynn, Brian A. Gragnolati, James E. Hanson II and Robert E. McCracken. 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.

  5. Board of Directors

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 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:

    | JAMES P. DUNIGAN | | | INDEPENDENT Director since: 2018 Term Expires: 2025 Age 72 Committees: • Compensation and Human Capital • Enterprise Risk • Governance/Nominating | Biography: Mr. Dunigan has over 30 years of financial services and investment industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is Chairman of the Board of Trustees of Founding Forward (formerly the Legacy Foundation of the Union League of Philadelphia). His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors. |

  9. Nominees:

    | MATTHEW K. HARDING | | | INDEPENDENT Director since: 2013 Term Expires: 2025 Age 61 Committees: • Compensation and Human Capital • Finance • 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. |

  10. Nominees:

    | ANTHONY J. LABOZZETTA | | | PRESIDENT & CEO Director since: 2020 Term Expires: 2025 Age 61 | 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. |

  11. Nominees:

    | ROBERT E. MCCRACKEN | | | INDEPENDENT Director since: 2024 Term Expires: 2025 Age 67 Committees: • Compensation and Human Capital • Governance/Nominating | Biography: Mr. McCracken is the sole managing member and owner of REM, LLC and the President of Smith-McCracken and Wood Funeral Homes. He serves as Chairman of the Atlantic Health System Board of Trustees. Mr. McCracken previously served as a director for the former Newton Financial Corp. and Newton Trust Co. and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. McCracken’s business experience as an owner and operator of various businesses and experience in the real estate markets in northern New Jersey provides the company valuable insight into current markets. |

  12. Nominees:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 8 |

  13. Incumbent Directors:

    Incumbent Directors:

  14. Incumbent Directors:

    | FRANK L. FEKETE | | | INDEPENDENT Director since: 2003(1) Term Expires: 2025 Age 73 Committees: • Audit • Finance • 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 is the immediate past Chairman of the Board of Trustees of the Hackensack Meridian Health Network. He serves as a 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. Mr. Fekete is not standing for re-election and will retire from the board of directors following the Annual Meeting. |

  15. Incumbent Directors:

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

  16. Incumbent Directors:

    | BRIAN M. FLYNN | | | INDEPENDENT Director since: 2024 Term Expires: 2027 Age 65 Committees: • Audit • Finance • Governance/Nominating | Biography: Mr. Flynn is a certified public accountant and a member of the Board of Directors of PKF O’Connor Davies. Mr. Flynn previously served on the boards of directors of Hudson United Bank, TD Banknorth and Lakeland and Lakeland Bank. Mr. Flynn has more than 40 years of public accounting experience and his extensive experience in auditing and financial reporting brings in-depth knowledge to the board of directors. Mr. Flynn qualifies as an Audit Committee financial expert. |

  17. Incumbent Directors:

    | URSULINE F. FOLEY | | | INDEPENDENT Director since: 2019 Term Expires: 2027 Age 64 Committees: • Enterprise Risk • Finance • Technology | Biography: Ms. Foley has over 30 years of global experience in financial services and technology, having most recently served as Chief Corporate Operations Officer, Chief Information Officer, Chief Data Officer, and Managing Director with XL Group. Ms. Foley is a member of the Board of Directors of Greenlight Re, a global specialty property and casualty reinsurer. She also serves on several not-for-profit and advisory boards, including the Connecticut Chapter of the National Association of Corporate Directors and the PACE Seidenberg University Cyber Security Board. Ms. Foley’s extensive global experience in financial services, technology, cyber risk, and data security strengthens our board’s breadth of talent and depth of knowledge. |

  18. Incumbent Directors:

    | BRIAN A. GRAGNOLATI | | | INDEPENDENT Director since: 2024 Term Expires: 2026 Age 67 Committees: • Audit • Enterprise Risk • Technology | Biography: Mr. Gragnolati is President and CEO of Atlantic Health System. Mr. Gragnolati is also former Chairman of the Board of Trustees of the American Hospital Association, and a member of the American Hospital Association Advisory Council to the FBI. He serves as Executive Partner of Concord Health Partners and serves as a Director of Revology. Prior to his tenure at Atlantic Health, he served as Senior Vice President, Community Division of Johns Hopkins Medicine and as President and CEO of Suburban Hospital. He also previously held executive positions at various medical organizations. Mr. Gragnolati previously served on the boards of Lakeland and Lakeland Bank. Mr. Gragnolati’s experience in business, executive management and finance is beneficial to the company. |

  19. Incumbent Directors:

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 9 |

  20. Incumbent Directors:

    | JAMES E. HANSON II | | | INDEPENDENT Director since: 2024 Term Expires: 2027 Age 66 Committees: • Compensation and Human Capital • Enterprise Risk • Technology | Biography: Mr. Hanson is President and Chief Executive Officer of The Hampshire Companies. He oversees the operation and investment activities of The Hampshire Companies and its Funds and Direct Investment Vehicles. Mr. Hanson is currently a Council Member of the New Jersey State Investment Council; President of the Palisades Interstate Park Commission and a director of the United Hampshire U.S. REIT Management Pte, Ltd.; and the REIT manager of United Hampshire US Real Estate Investment Trust publicly listed on the Singapore Stock Exchange. Mr. Hanson previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Hanson’s over 40 years of real estate investment management and operational experience provides the company valuable strategic insight. |

  21. Incumbent Directors:

    | EDWARD J. LEPPERT | | | INDEPENDENT Director since: 2020 Term Expires: 2026 Age 64 Committees: • Audit • Compensation and Human Capital • Finance | Biography: Mr. Leppert is a certified public accountant and founder of Leppert Group LLC and has been in public practice since 1986. He was formerly Chairman of the board of both SB One Bancorp and SB One Bank. His experience with audit, financial reporting, sustainability, and disclosure issues, as well as his knowledge of the customers and communities in the northern New Jersey marketplace are beneficial to the board of directors. Mr. Leppert qualifies as an Audit Committee financial expert. |

  22. Incumbent Directors:

    | NADINE LESLIE | | | INDEPENDENT Director since: 2021 Term Expires: 2026 Age 61 Committees: • Audit • Enterprise Risk | Biography: Ms. Leslie is the President and Chief Executive Officer of Middlesex Water Company. She previously served as Chief Executive Officer of SUEZ North America, a water and waste services company. Ms. Leslie currently serves on the Board of Trustees of Hackensack Meridian Health network and the Board of Directors of SYENSQO, a Belgian multinational materials company. She previously served on the Board of Directors of Seven Seas Water Group and Montclair State University Foundation. Ms. Leslie’s extensive industry experience leading a regulated organization with vast operations and multiple business units strengthens our board’s breadth of talent and depth of knowledge. |

  23. Incumbent Directors:

    | CHRISTOPHER MARTIN | | | EXECUTIVE CHAIRMAN Director since: 2005 Term Expires: 2027 Age 68 | Biography: Mr. Martin has served as Executive Chairman since January 2022. Prior to that time, he served as Chairman and Chief Executive Officer of Provident and Provident Bank since August 2020. He previously served as Chief Executive Officer and President since September 2009. He serves 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. 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. |

  24. Incumbent Directors:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 10 |

  25. Incumbent Directors:

    | JOHN PUGLIESE | | | INDEPENDENT LEAD DIRECTOR Director since: 2014 Term Expires: 2027 Age 65 Committees: • Governance/Nominating • Technology | Biography: Mr. Pugliese previously served as Chief Executive Officer of Motors Management Corporation. Prior to that, he served as EVP and Head of Retail Banking for the Bank of New York Mellon. Mr. Pugliese is a member of the Board of Directors of Computershare Trust Company, NA and a former member of the Board of Trustees of St. Peter’s Prep. He formerly served as Chairman of the Board of Directors of Buzz Points (formerly Fisoc, Inc.), and as a member of the Board of Directors of Vertose Company, Ltd. He previously served as Chairman of the Better Business Bureau of Metropolitan New York, and as Chairman of Team Capital Bank, as well as on the Board of Regents of St. Peter’s University. Mr. Pugliese’s extensive banking and management experience and knowledge of the retail credit markets enhances the overall experience and qualifications of our board of directors. |

  26. Incumbent Directors:

    | THOMAS J. SHARA | | | EXECUTIVE VICE CHAIRMAN Director since: 2024 Term Expires: 2026 Age 67 | Biography: Mr. Shara has served as Executive Vice Chairman since May 2024. Prior to that time, he served as President and Chief Executive Officer of Lakeland and Lakeland Bank. Mr. Shara previously served on the boards of directors of Lakeland and Lakeland Bank. Prior to joining Lakeland Bank, Mr. Shara served as President and Chief Lending Officer of TD Bank’s Mid-Atlantic Division. Mr. Shara serves on the Board of Trustees of the Boys and Girls Club of Paterson and Passaic, New Jersey, the Board of Directors of the Commerce and Industry Association of New Jersey, and is former Chairman of the New Jersey Bankers Association. He also serves on the Board of Governors of the Ramapo College Foundation and is a Foundation Officer on the board of trustees of Chilton Medical Center Foundation. Mr. Shara’s over 40 years of experience in the banking industry and knowledge of local markets provides a broader market perspective to the board of directors. |

  27. Incumbent Directors:

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 11 |

  28. Build for the Future

    Build for the Future

  29. 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 |

  30. Build for the Future

    | CORPORATE GOVERNANCE PRINCIPLES |

  31. 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:

  32. Build for the Future

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

  33. 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. Six executive sessions were conducted in 2024. John Pugliese, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director, together with the other non-management directors, provide the Executive Chairman and the President and Chief Executive Officer with timely feedback from the executive sessions.

  34. Build for the Future

    | DIRECTOR INDEPENDENCE |

  35. 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:

  36. 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. Hanson is a member of multiple entities that have commercial real estate loans and lines of credit with |

  37. Build for the Future

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 25 |

  38. Build for the Future

    Provident Bank, which loans and lines of credit Provident Bank assumed following the merger with Lakeland Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable issues. After its evaluation, our board of directors affirmatively determined that Ms. Foley, Ms. Leslie and Messrs. Dunigan, Fekete, Flynn, Gragnolati, Hanson, Harding, Leppert, McCracken, and Pugliese are each independent directors. The board of directors determined that Messrs. Martin, Labozzetta and Shara are not independent because they serve as executive officers of Provident and Provident Bank.

  39. Build for the Future

    | TRANSACTIONS WITH CERTAIN RELATED PERSONS |

  40. 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, 2024, Provident Bank had aggregate loans and loan commitments totaling $74 million to its executive officers, directors or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. The Loan Policy of Provident Bank governs extensions of credit to executive officers and directors. The Loan Policy requires that all extensions of credit to executive officers or directors of Provident Bank receive the prior approval of a majority of the board of directors. Any interested party will abstain from participating directly or indirectly in the board voting, which shall be noted in the minutes. Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships, or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independent determinations. Our insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $255,624.30 to that real estate management company in 2024.

  41. Build for the Future

    | ANTI-HEDGING POLICY |

  42. 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.

  43. Build for the Future

    | STOCKHOLDER ENGAGEMENT AND FEEDBACK |

  44. Build for the Future

    Provident engages with stockholders to better understand their perspectives on topics including corporate governance, sustainability and governance strategy, and executive compensation. In 2024, we concentrated our outreach efforts on five institutional holders, which represented approximately 17.8% of our ownership as of December 31, 2024.

  45. Build for the Future

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 26 |

  46. Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | Overview | 29 | | Executive Summary | 30 | | Strategic Highlights | 30 | | Key Executive Compensation Actions | 31 | | Compensation Consultants | 31 | | Executive Compensation Philosophy | 32 | | Benchmarking and Peer Groups | 32 | | Role of Management | 33 | | Elements of 2024 Executive Compensation | 33 | | Elements of Post-Termination Benefits | 40 | | Executive Stock Ownership Requirements | 41 | | Equity Compensation Grant Practices | 42 | | Prohibition on Hedging | 42 | | Clawback Policies | 42 | | Risk Assessment | 43 | | Compensation and Human Capital Committee Report | 43 |

  47. Executive Summary

    | • | A pay for performance philosophy aligning executive compensation with business strategies and generating stockholder returns; | | • | Executive salaries and total compensation evaluated based on data from a regional peer group of publicly-traded banks of comparable size and business model; | | • | Annual cash incentive compensation opportunities tied to key corporate performance; | | • | Long-term incentive compensation opportunities tied to key corporate performance goals, subject to a relative total stockholder return (“TSR”) modifier, over a multi-year period; | | • | A significant portion (at least 75%) of the target value of annual equity grants to our named executive officers are performance-based; | | • | Based on the transformative nature of the Lakeland merger, select executives, including the CEO, received a performance-vesting restricted grant with a two-year cliff vest and established performance criteria. These were provided to motivate and reward for the successful attainment of the key value drivers of the merger for our shareholders. | | • | No dividends are paid on stock awards subject to either time-vesting or performance-vesting conditions unless and until the awards have vested, unless required under a legacy grant agreement for a previous Lakeland executive; | | • | Incentive compensation plans that provide for risk mitigation and accountability, authorizing our Compensation Committee to condition incentive compensation awards with deferral, and adjustment provisions, and settlement in stock subject to holding policies and provisions; | | • | All of our equity (time- and performance-based) awards and cash incentive compensation is subject to the company’s clawback policy; | | • | Executives are subject to robust share ownership guidelines; | | • | Executives are prohibited from engaging in hedging transactions to offset the economic risk of owning our common stock; | | • | Perquisites are limited; | | • | No excise tax gross-ups, pursuant to Section 280G of the Internal Revenue Code, are contained in employment, change in control agreements or any other executive compensation arrangements; | | • | Active oversight by the Compensation Committee consisting solely of independent directors, which includes approving performance goals for our annual and long-term incentive compensation; and | | • | Assistance regularly provided to the Compensation Committee by an independent compensation consultant selected by the Compensation Committee. |

  48. Key Executive Compensation Actions

    | • | 2024 Base Salary: Mr. Labozzetta’s base salary was increased 15.2% from $825,000 to $950,000, reflecting his performance as President and Chief Executive Officer and in consideration of peer group market data, where his total direct compensation was below the median of his peers. The other named executive officers excluding Mr. Shara received salary increases of 3.0% each, inclusive of Messrs. Lyons, Kuntz, Vakacherla, and Ms. Murray. Mr. Shara’s compensation was established as part of the merger agreement with Lakeland Bank. | | • | 2024 Cash Incentives: Annual cash incentives were paid at 125% of target for the named executive officers, with the exception of Ms. Murray and Mr. Kuntz. Ms. Murray earned cash incentives equal to 105.4% of target opportunity, in accordance with her performance against the incentive plans applicable to her business line, and Mr. Kuntz received a prorated bonus in accordance with his transition and separation agreement, calculated at 100% of target based on the number of days he worked in 2024 prior to the close of the merger with Lakeland Bank on May 15, 2024. Annual cash incentive opportunities for Messrs. Labozzetta, Lyons, and Vakacherla are based on Provident Bank’s financial performance against goals. Ms. Murray’s cash incentive plan is based on 20% Provident Bank performance results and 80% on her business line results. Ms. Murray’s cash incentive award reflects Provident Bank results at 125% and the results of her business line, at 100.5% for Beacon Trust. | | • | 2024 Long-Term Incentives: For 2024, we granted our named executive officers, with the exception of Mr. Kuntz and Mr. Shara a mix of performance-vesting stock awards (75% of target grant value) and time-vesting stock awards (25% of target grant value). The performance-based awards are eligible to vest at the end of a three-year period based upon the achievement of performance goals which include projections of a multi-year return on core average assets and core return on average tangible equity, subject to a relative total stockholder return (TSR) peer group. The time-based awards vest ratably over three years. Mr. Kuntz was granted a time-vesting stock award with a one-year cliff vest. This was determined based on his planned separation as part of the merger, the closing date of which was anticipated to be sometime in 2024 but was unknown at the time of the grant. Mr. Shara was not employed by Provident Bank at the time of the 2024 annual grants. Based on the transformational nature of the Lakeland merger and the significant efforts of the executive team, select named executive officers, including Messrs. Labozzetta, Lyons and Vakacherla, received a merger related performance-based stock award. These grants are structured as performance-vesting restricted stock awards with a two-year cliff vest such that value is delivered to executives only if key value-creating merger-related objectives are achieved. The performance measures associated with these awards are (1) achievement of planned cost savings (50% weight) and (2) a successful integration (50% weight). Both elements must be achieved for the shares to be released at the end of restriction period. | | • | Vesting of Long-Term Incentives for the 2022-2024 Vesting Period: Performance-vesting stock awards for the 2022-2024 performance period vested on March 2, 2025. 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 below the 25th percentile so a downward modifier was applied to the return on average tangible equity goal. Consequently the shares were released and vested at 138% of target. |

  49. 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.

  50. Compensation Consultants

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 31 |

  51. 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 2024, 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 2024 executive compensation determinations:

  52. 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 prior to the closing of Lakeland on May 15, 2024. 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 pre-merger asset size ($14.21 billion) was within a reasonable range of the regional peer median ($13.64 billion) as of December 31, 2024. Additional consideration was given to business model and performance. The individual peer banks used in 2024 were unchanged from 2023. |

  53. Benchmarking and Peer Groups

    The 2024 members of the peer group were as follows:

  54. 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. | |

  55. 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. Based on the close of the merger with Lakeland Bank, the Committee with advice from the independent compensation consultant, revised the peer group for 2025 removing eight former peers and adding nine new peers, such that Provident’s post-close asset size ($24.1 billion) is realigned with the median asset size ($23.45 billion) of the new peer group of 18 regional banks listed below.

  56. Benchmarking and Peer Groups

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 32 |

  57. Benchmarking and Peer Groups

    | Post-Merger Peer Group | | | | Atlantic Union Bankshares Corporation | Fulton Financial Corporation | Simmons First National Corporation | | Bank United Inc | Hancock Whitney Corporation | Trustmark Corporation | | Community Bank System, Inc. | Independent Bank Corp. | United Bankshares, Inc | | Customers Bancorp, Inc. | NBT Bancorp Inc. | United Community Banks, Inc | | Dime Community Bancshares, Inc. | OceanFirst Financial Corp | Valley National Bancorp | | Eastern Bankshares, Inc. | Sandy Springs Bancorp, Inc | WSFS Financial Corporation |

  58. Elements of 2024 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 |

  59. 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 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 2024, the Compensation Committee considered our company’s 2023 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases reflected below were deemed appropriate because of the company’s financial performance in 2023, the relative positioning of individual base salaries to the peer group, individual performance, and broad merit increase budgets. Mr. Labozzetta’s increase was more significant than the others because his base salary was below the peer median as the Compensation Committee has followed a multi-year pay adjustment process in conjunction with his promotion to President and Chief Executive Officer.

  60. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2024

    Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2024 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 2024 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 2024 were as follows:

  61. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2024

    | | Annual Cash Incentive as a % of Base Salary | | | | Participant | Threshold | Target | Maximum | | President and Chief Executive Officer, Executive Vice Chairman | 37.5% | 75% | 112.5% | | Chief Financial Officer, Chief Administrative Officer, Chief Wealth Management Officer, Chief Digital and Innovation Officer | 25% | 50% | 75% |

  62. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2024

    For Mr. Labozzetta and the other named executive officers, the Compensation Committee established the following 2024 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan. The Earnings Per Share Net Income and Efficiency Ratio goals are consistent with the Corporate Goals used in the prior year, except that the Committee made modifications to the definition of EPS and Net Income under the plan for 2024. These metrics were modified to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. Goals were set for each metric in light of the new definitions and thus are not directly comparable to prior periods. Given the significant change in Provident Bank’s asset size as a result of the Lakeland merger, which closed May 15, 2024, the Committee and the board approved a proration of goals and achievement measures based on established time periods in 2024. Therefore, goals and achievement measures were determined for the pre-close period of January 1 through April 30, the closing and integration period of May 1 through July 31, and the post-close period of August 1 through December 31. For the pre-close period, performance against goals was target plus (112.8% of target). Considering the transformational nature of the merger, the Committee determined the performance will be considered to have met target (100% of target) during the closing and integration period. Approving payout at target for the integration period was deemed appropriate by the Committee due to the difficulty in setting goals for a short (few-month) integration period, where there were various unknown business impacts in light of the merger. Furthermore, the Committee adopted this approach to enable setting more rigorous goals for the latter part of the year after the integration period. New goals were established for each existing metric and approved by the Committee for the post-close period. The results for performance for that period is maximum achievement (150% of target). The goals and performance for each period is noted in table below. The Compensation Committee believes these metrics meaningfully demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:

  63. 08/01/2024 through 12/31/2024

    Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 2024 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, and weighted for the time periods noted, performance results were target plus for the full year. The Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual, and/ or non-recurring items. Consistent with that authority, and with past practices related to certain strategic acquisitions by Provident and related one-time events, the Compensation Committee pre-determined at the beginning of the performance period that it was appropriate to exclude customary and allowable one-time merger-related charges associated with the Lakeland merger and related legal settlements and contingencies, all net of tax. 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 50%) with a target of $12.7 million and Net AUM Growth (weight 50%) with a target of 1.0%. 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.

  64. 08/01/2024 through 12/31/2024

    | Name | Cash Incentive | % of Salary | % of Target | | Anthony J. Labozzetta | $890,625 | 93.75% | 125.00% | | Thomas M. Lyons | $354,063 | 62.50% | 125.00% | | John Kuntz(1) | $105,594 | 18.60% | 100.00% | | Valerie O. Murray | $257,861 | 52.70% | 105.40% | | Thomas J. Shara(2) | $262,302 | 75.00% | 100.00% | | Thomas J. Shara(3) | $447,746 | 93.75% | 125.00% | | Ravi Vakacherla | $286,500 | 62.50% | 125.00% |

  65. 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:

  66. Long-Term Equity Incentives

    | Participant | 2024 Opportunity Long-Term Equity Target Award as a % of Base Salary | | President, Chief Executive Officer and Executive Vice Chairman | 100% | | Chief Financial Officer, Chief Administrative Officer(1), Chief Wealth Management Officer, Chief Digital and Innovation Officer | 60% |

  67. Long-Term Equity Incentives

    The composition of the 2024 long-term equity awards was as follows:

  68. Long-Term Equity Incentives

    | | Performance- Vesting | Time-Vesting | | Participant | Restricted Stock | Restricted Stock | | President, Chief Executive Officer and Executive Vice Chairman | 75% | 25% | | Other Named Executive Officers(2) | 75% | 25% |

  69. Long-Term Equity Incentives

    | (1) Mr. Shara was not awarded an annual equity grant in 2024, at the same time as the other named executive officers, as he was not employed by the company at the time of the grant. | | (2) Mr. Kuntz, as Chief Administrative Officer, was intended to receive the pro-rated portion of his LTI for time served in the new three-year cycle. Since his LTI award opportunity for the three-year period was 60%, the committee awarded him 20% of his base salary to reflect the fact that he would only serve in the first year of the period. Further, this award was structured as a one-year time vesting restricted stock award, with pro-rata treatment for time served within 2025. The vesting associated with this award was prorated based on his separation date in 2025. Mr. Kuntz transition and separation agreement allowed for continued vesting, if he had continued service as Beacon board member after his separation date. However, no such board service was continued. |

  70. Long-Term Equity Incentives

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 37 |

  71. Long-Term Equity Incentives

    The Compensation Committee determined that equity grants made in 2024 to the named executive officers would be 75% performance-vesting and 25% time-vesting awards, with the exception of Mr. Kuntz as noted above. 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 2024 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 “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. Goals for 2024 were established prior to actual results for the prior plan year being finalized and in anticipation of the volatility in the interest rate environment and potential deterioration of credit quality creating the need for greater charge-offs. Consistent with the annual cash incentive plan, these metrics were modified to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. Goals were set for each metric in light of the new definitions and thus are not directly comparable to prior periods.

  72. Long-Term Equity Incentives

    | 2024-2026 Performance Goals(1) | | Threshold | Target | Maximum | | Core Return on Average Assets (ROAA) | 60% Weight | | | | | Multi-Year Core ROAA | | 78 bps. | 92 bps. | 97 bps. | | Core Return on Average Tangible Equity (ROATE) | 40% Weight | | | | | Multi-Year Core ROATE | | 8.41% | 10.58% | 11.40% |

  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

    | | 2024 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. The Compensation Committee determined that based on the transformational nature of the Lakeland merger and the significant efforts of the executive team, a performance-based equity grant would be awarded to select named executive officers, including Messrs. Labozzetta, Lyons and Vakacherla to motivate and reward for the successful attainment of the key value drivers of the merger for our shareholders. These grants were awarded on May 20, 2024, under the 2024 Long-Term Equity Plan, and are structured as performance-vesting restricted stock awards with a two-year cliff vest. The number of shares was determined by dividing the dollar value by the average of the PFS stock closing price for the 10 days prior to May 15th, 2024 (the legal close date of the holding company for the Lakeland Bank transaction). This calculation is consistent with the calculation used in Mr. Shara’s retention and award agreement. The vesting of this grant is subject to the achievement of the performance measures associated with these awards, which are (1) achievement of planned cost savings (50% weight) and (2) a successful integration (50% weight). Both elements are essential for capturing the value of the merger for our shareholders and must be achieved for the shares to be released at the end

  77. Long-Term Equity Incentives

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 38 |

  78. Long-Term Equity Incentives

    of the restriction period. Measurement of performance achievement will be determined by the Committee and vesting will occur in 2026 if performance goals are achieved. Such stock awards shall have no voting rights until vesting and dividends shall be accumulated until vesting and paid if the shares vest. The magnitude of the individual awards, which are presented in the table below, were determined by taking 50% of each participating executive’s annual long term incentive target opportunity at the time of the grant.

  79. Long-Term Equity Incentives

    | Participant | Value at Time of Grant | | Anthony J. Labozzetta | $475,000 | | Thomas M. Lyons | $170,000 | | Ravi Vakacherla | $137,500 |

  80. 2022 Long-Term Equity Awards

    2022 Long-Term Equity Awards The three-year performance-vesting awards granted in 2022 with a performance period ending December 31, 2024, vested on March 2, 2025. 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.

  81. 2022 Long-Term Equity Awards

    | LTIP Performance Goals and Results | Threshold | Target | Maximum | Achievement | | Multi Year Core ROAA - 60% | | | | | | ROAA - 3 year Average | 91 bps | 100 bps | 109 bps | 110 bps | | Multi Year Core ROATE - 40% | | | | | | ROATE - 3 year Average | 9.86% | 10.94% | 11.91% | 13.36% | | Achievement is Maximum or 150% | | | | |

  82. 2022 Long-Term Equity Awards

    Our TSR was below the 25th percentile, with an actual result of 17th percentile, thus a downward modifier was applied to the ROATE achievement consistent with the award design. Consequently, the shares vested at 138% of target. As a result, Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray received 37,471 shares, 13,774 shares, 10,775 shares, and 11,934 shares, respectively along with the payment of accumulated dividends of $2.88 on each share that vested. The release of Mr. Kuntz’s shares was prorated based on his separation date in accordance with his award agreements.

  83. Employment Agreements

    Employment Agreements Mr. Labozzetta had an employment agreement executed in connection with Provident’s SB One acquisition that had an initial term that concluded on December 31, 2021. Commencing on January 1, 2022 and continuing at each January 1 thereafter, the term automatically renews for an additional year. In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash lump sum payment equal to his base salary and cash bonus due for the longer of: (i) the remaining term of the agreement; or (ii) 12 months following the date of termination (the “benefits period”); and (3) continued life, medical, dental, and disability coverage during the benefits period, provided, however, that Provident or Provident Bank may make a cash equivalent payment in lieu of such coverage if such coverage is not practicable. Subject to certain terms and limitations, the employment agreement further provides that during its term and for a period of one year thereafter (except following a change in control), Mr. Labozzetta may not compete with, or solicit customers or employees of, Provident or Provident Bank, provided, however, that upon his termination during any renewal term, as defined in the agreement, any restrictions limiting Mr. Labozzetta from becoming an employee of or providing services to another institution would be reduced to six months. Mr. Shara has an employment agreement dated September 26, 2022, which was executed in connection with Provident’s merger with Lakeland. The agreement has a term of two years, which commenced on the closing date of the merger, May 15, 2024. Under the terms of the agreement, Mr. Shara became Executive Vice Chairman of Provident, for which he will be compensated in the form of base salary and will be eligible to participate in the annual cash incentive plan with a target opportunity equal to 75% of base salary, long term incentive plan with a target opportunity of 100% salary and other benefit plans generally provided to other employees. In the event Mr. Shara’s employment is terminated for “good reason” or without “cause” (as each such term is defined in the employment agreement), he would receive (1) any standard compensation and benefits that have been earned by him as of his termination date; (2) a cash lump sum payment equal to one year of base salary and one year of bonus based on the target bonus opportunity, and (3) continued life, medical, dental and disability coverage for a period of twelve months or a cash equivalent payment in lieu of such of coverage, if such coverage is not practicable. Mr. Shara also entered into a retention and award agreement in connection with Provident’s merger with Lakeland, in which Mr. Shara was awarded (1) a one-time cash bonus of $1,000,000 payable with the closing of the merger, (2) a retention payment of $1,000,000 in the form of (i) $500,000 in a single lump sum on the one year anniversary of the closing date of the merger provided he is employed by the company at the time, and (ii) a restricted stock grant with a grant date fair value of $500,000 which was made at the time of the closing, and which shall vest in full on the one year anniversary of the closing (subject to continued employment). In addition, Mr. Shara entered into a non-competition and non-solicitation agreement in connection with Provident’s merger with Lakeland, under which Mr. Shara will be prohibited from competing with and soliciting employees and customers from Provident and Provident Bank for a two-year period following the date on which he ceases to perform services for Provident, in exchange for a lump sum cash payment in the amount of $3,100,000. Such payment was made to Mr. Shara on the first regularly scheduled payroll cycle following the closing of the merger with Lakeland and if Mr. Shara breaches the non-competition and/or non-solicitation restrictions, Provident may require Mr. Shara to pay Provident an amount equal to the after-tax portion of the cash lump sum payment.

  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, Lyons, and Ms. Murray and a two-year change in control agreement with Mr. Vakacherla. 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. We have entered into a change in control agreement with Mr. Shara with a two year term. The term of Mr. Shara’s agreement is two years from the effective date of agreement, which is the consummation of the merger with Lakeland Bank and has a benefit of May 15, 2024. Under the agreements: Following a change in control and during the term of the agreement, the executive is entitled to a severance payment if the executive’s employment is terminated, other than for cause, disability, or retirement; or the executive terminates employment for good reason. Good reason is generally defined to include:

  85. 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. |

  86. Change in Control Agreements

    For Messrs. Labozzetta, 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 for three years. For Mr. Shara, the company entered into a change in control agreement with a severance payment calculation that is equal to three times the average of the executive’s annual compensation during the three completed calendar years preceding the year in which a change in control occurs. In addition, the executive is generally entitled to receive life, health, dental, and disability coverage for three years. For Mr. Vakacherla, the change in control severance payment is equal to two 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 two years. The gross benefits under the change in control agreements for the named executive officers, other than Messrs. Labozzetta and Shara, 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.

  87. Equity Compensation Grant Practices

    Equity Compensation Grant Practices Named executives officers were granted performance shares and restricted stock awards in March of 2024. Mr. Shara received a restricted stock award under the terms of his Retention and Award Agreement in May of 2024. Stock option awards are not currently a component of executive compensation design. While Provident does not have a formal policy or obligation that requires it to grant or award equity-based compensation on a specific date, the Compensation Committee and the board have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under Provident’s insider trading policy. Consequently, Provident has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the board do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of material non-public information in order to impact the value of executive compensation. Provident did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2024.

  88. 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. |

  89. Executive Compensation

    | 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 | 49 | | Non-Qualified Deferred Compensation Table | 50 | | Potential Payments Upon Termination or Change in Control Table | 51 |

  90. Summary Compensation Table

    Summary Compensation Table

  91. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Anthony J. Labozzetta President & Chief Executive Officer | 2024 | 945,193 | — | 1,425,000 | 890,625 | — | 240,274 | 3,501,092 | | | 2023 | 818,269 | — | 825,000 | 309,375 | — | 121,547 | 2,074,191 | | | 2022 | 648,269 | — | 650,000 | 655,980 | — | 95,043 | 2,049,292 | | Thomas M. Lyons Senior Executive Vice President and Chief Financial Officer | 2024 | 565,866 | — | 509,900 | 354,063 | — | 141,644 | 1,571,473 | | | 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 | | John Kuntz Former Senior Executive Vice President, Chief Administrative Officer and Senior Advisor | 2024 | 317,477 | — | 112,172 | 105,594 | — | 2,627,884 | 3,163,127 | | | 2023 | 549,384 | — | 330,000 | 137,500 | — | 120,078 | 1,136,962 | | | 2022 | 533,423 | — | 320,400 | 359,275 | — | 90,825 | 1,303,923 | | Valerie O. Murray Executive Vice President, Chief Wealth Officer and President of Beacon Trust | 2024 | 488,750 | — | 293,580 | 257,861 | — | 108,452 | 1,148,643 | | | 2023 | 474,423 | — | 332,500 | 233,909 | — | 89,203 | 1,130,035 | | | 2022 | 458,846 | — | 276,000 | 61,898 | — | 66,221 | 862,966 | | Thomas J. Shara Executive Vice Chairman | 2024 | 433,583 | 262,302 | 500,000 | 447,746 | — | 4,162,691 | 5,806,322 | | Ravi Vakacherla Executive Vice President, Chief Digital and Innovation Officer | 2024 | 457,885 | — | 412,540 | 286,500 | — | 52,627 | 1,209,552 |

  92. Summary Compensation Table

    | (1) The amounts shown represent base salary earned during each fiscal year covered. The amounts shown for Messrs. Kuntz and Shara reflect a partial year. Mr. Shara's employment commenced May 16, 2024. Mr. Kuntz separated due to the merger on July 15, 2024. Since Messrs. Shara and Vakacherla were NEOs for the first time in 2024, pursuant to SEC rules, compensation for 2023 and 2022 is not required to be reported. | | (2) The amount shown represents a guaranteed cash bonus paid for Mr. Shara which is equal to 100% of target for his former role as CEO of Lakeland Bank prior to the merger. | | (3) The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $1,160,306, $415,153, $335,921 and $358,580 for 2024 for Messrs. Labozzetta, Lyons, Vakacherla, and Ms. Murray, respectively; $972,498, $389,039, $389,039 and $391,942 for 2023 for Messrs. Labozzetta, Lyons, Kuntz, 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. The amounts shown also include the restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Messrs. Labozzetta, Lyons, Shara and Vakacherla received $475,000, $170,000, $500,000 and $137,500 respectively of merger related stock awards. | | (4) The amounts shown reflect the payment made under the Executive Annual Incentive Plan. Commencing in 2021, Ms. Murray's cash incentive payments is based on 80% business line and 20% bank results. Mr. Kuntz received a pro-rated incentive in accordance with his transition agreement. Mr. Shara earned bonus consistent with the terms of his employment contract with Provident Bank, prorated for time served as Executive Vice Chairman and paid at 125% of target opportunity. | | (5) The amounts in this column reflect the actuarial increase in the present value at each year end compared to the prior year end of the named executive officer's benefits under all defined benefit pension plans. For 2024, 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. 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, Shara, and Vakacherla 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 vested restricted stock awards, accumulated dividends paid on performance-vesting awards that actually vested, employee benefits (employer cost of medical, dental, vision, life and disability insurance), and employer contributions to defined contribution plans (Provident Bank 401(k) Plan, ESOP and the Non-Qualified Supplemental Defined Contribution Plan). Amounts are reported separately under the following “All Other Compensation” and “Perquisites” tables. Mr. Shara was paid dividends on unvested shares per the terms of the Lakeland award agreement. |

  93. Summary Compensation Table

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 45 |

  94. Grants of Plan-Based Awards Table for the Year Ended December 31, 2024

    Grants of Plan-Based Awards Table for the Year Ended December 31, 2024

  95. Grants of Plan-Based Awards Table for the Year Ended December 31, 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Anthony J. Labozzetta | 2/16/2024 | 71,250 | 712,500 | 1,068,750 | | | | | | | | 3/4/2024 | | | | 22,541 | 49,032 | 79,473 | | 712,500 | | | 3/4/2024 | | | | | | | 16,267(3) | 237,500 | | | 5/20/2024 | | | | — | 30,410(5) | 30,410 | | 475,000 | | Thomas M. Lyons | 2/16/2024 | 28,325 | 283,250 | 424,875 | | | | | | | | 3/4/2024 | | | | 8,065 | 17,543 | 28,435 | | 254,925 | | | 3/4/2024 | | | | | | | 5,820(3) | 84,975 | | | 5/20/2024 | | | | — | 10,883(5) | 10,883 | | 170,000 | | John Kuntz | 2/16/2024 | 28,325 | 283,250 | 424,875 | | | | | | | | 3/4/2024 | | | | — | — | — | | — | | | 3/4/2024 | | | | | | | 7,683(3) | 112,172 | | Valerie O. Murray | 2/16/2024 | 24,465 | 244,650 | 366,975 | | | | | | | | 3/4/2024 | | | | 6,966 | 15,153 | 24,560 | | 220,185 | | | 3/4/2024 | | | | | | | 5,027(3) | 73,395 | | Thomas J. Shara | 5/28/2024 | 57,000 | 570,000 | 855,000 | | | | 32,020(6) | 500,000 | | Ravi Vakacherla | 2/16/2024 | 22,920 | 229,200 | 343,800 | | | | | | | | 3/4/2024 | | | | 6,526 | 14,195 | 23,008 | | 206,280 | | | 3/4/2024 | | | | | | | 4,710(3) | 68,760 | | | 5/20/2024 | | | | — | 8,803(5) | 8,803 | | 137,500 |

  96. Grants of Plan-Based Awards Table for the Year Ended December 31, 2024

    | (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. Mr. Kuntz was paid a prorated amount of incentive based on his period of service through the merger. 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 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, 2024 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts. | | (5) Represents the number of restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). | | (6) Represents the number of one-year time-vesting restricted stock awards granted to Mr. Shara upon merger. |

  97. Grants of Plan-Based Awards Table for the Year Ended December 31, 2024

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 47 |

  98. 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, 2024 for our named executive officers.

  99. Outstanding Equity Awards At December 31, 2024

    Outstanding Equity Awards At December 31, 2024

  100. Outstanding Equity Awards At December 31, 2024

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Anthony J. Labozzetta | 3/2/2022 | | | 27,112 | 511,603 | | | 3/3/2023 | 5,881 | 110,975 | 25,755 | 485,997 | | | 3/4/2024 | 16,267 | 306,958 | 49,032 | 925,234 | | | 5/20/2024 | — | — | 30,410 | 573,837 | | Thomas M. Lyons | 3/2/2022 | 1,120 | 21,134 | 9,966 | 188,059 | | | 3/3/2023 | 2,353 | 44,401 | 10,303 | 194,418 | | | 3/4/2024 | 5,820 | 109,824 | 17,543 | 331,036 | | | 5/20/2024 | | | 10,883 | 205,362 | | John Kuntz | 3/2/2022 | — | — | 10,023 | 189,134 | | | 3/3/2023 | | | 10,303 | 194,418 | | Valerie O. Murray | 3/2/2022 | 970 | 18,304 | 8,634 | 162,923 | | | 3/3/2023 | 2,370 | 44,722 | 10,380 | 195,871 | | | 3/4/2024 | 5,027 | 94,859 | 15,153 | 285,937 | | Thomas J. Shara | 5/28/2024 | | | 32,020 | 604,217 | | Ravi Vakacherla | 8/3/2022 | 2,508 | 47,326 | | | | | 3/3/2023 | 1,903 | 35,909 | 8,335 | 157,281 | | | 3/4/2024 | 4,710 | 88,878 | 14,195 | 267,860 | | | 5/20/2024 | | | 8,803 | 116,113 |

  101. Outstanding Equity Awards At December 31, 2024

    | (1) Amounts shown represent the number of time-vesting stock awards that were not vested at December 31, 2024. | | (2) Amounts shown are based on the fair market value of Provident common stock on December 31, 2024 of $18.87. | | (3) Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2022-2024, 2023-2025 and 2024-2026 at Target level. For Messrs. Labozzetta, Lyons and Vakacherla amounts shown also include the number of restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Mr. Shara’s amount shown also includes number of restricted awards that may vest if the retention period is satisfied. |

  102. Outstanding Equity Awards At December 31, 2024

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 48 |

  103. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information about restricted stock awards that vested in 2024.

  104. 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 J. Labozzetta | 42,128 | 624,758 | — | — | | Thomas M. Lyons | 20,047 | 297,297 | — | — | | John Kuntz | 23,484 | 354,560 | — | — | | Valerie O. Murray | 16,948 | 251,339 | — | — | | Thomas J. Shara | — | — | — | — | | Ravi Vakacherla | 952 | 14,118 | — | — |

  105. Option Exercises and Stock Vested

    | (1) The value realized on vesting represents the market value on the day the stock vested for both performance and time-vested stock awards. | | (2) There were no Stock Options Exercised by the NEOs listed during 2024. |

  106. 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.

  107. Pension Benefits

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 49 |

  108. Pension Benefits At And For The Year Ended December 31, 2024

    Pension Benefits At And For The Year Ended December 31, 2024

  109. Pension Benefits At And For The Year Ended December 31, 2024

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($)(2) | | Anthony J. Labozzetta | None applicable | — | — | — | | Thomas M. Lyons | The First Sentinel Pension Plan | 25 | 65,976 | — | | John Kuntz | Provident Bank Pension Plan | 23 | 43,112 | 1,463 | | Valerie O. Murray | None applicable | — | — | — | | Thomas J. Shara | None applicable | — | — | — | | Ravi Vakacherla | None applicable | — | — | — |

  110. Pension Benefits At And For The Year Ended December 31, 2024

    | (1) The amounts shown are determined based on the measurement date of December 31, 2024. 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. | | (2) For Mr. Kuntz the amount shown represents payments from his Provident Bank Pension Plan in the amount of $292.55 per month commencing August 1, 2024 for a total Pension plan payment of $1,463 for 2024. |

  111. 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, 2024.

  112. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

    Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

  113. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last Fiscal Year-End ($)(4) | | Anthony J. Labozzetta | — | 52,891 | 39,063 | — | 1,050,889 | | Thomas M. Lyons | — | 22,176 | 10,160 | — | 239,385 | | John Kuntz | — | — | 9,183 | — | 196,250 | | Valerie O. Murray | — | 15,846 | 4,370 | — | 108,882 | | Thomas J. Shara | — | — | 415,370 | 87,500 | 8,898,611 | | Ravi Vakacherla | — | 13,433 | 68 | — | 15,220 |

  114. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

    | (1) The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2024. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 2024 of $18.87 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation.” Mr. Shara 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 Mr. Labozzetta the amount shown includes interest on his SB One Supplemental Executive Retirement Plan. For Mr. Shara, the amount shown includes interest on his Lakeland Executive Elective Deferral Plan and his Lakeland Deferred Compensation Plan. The amounts shown include an increase in the value of the phantom shares attributable to the ESOP portion of the supplemental benefit as the fair market value of Provident common stock at December 31, 2024 was $18.87 per share compared to $18.03 per share at December 31, 2023. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.” | | (3) For Mr. Shara, the amount shown represents payments from his Supplemental Executive Retirement Plan in the amount of $12,500 per month commencing June 1, 2024 for a total SERP payment of $87,500 for 2024. | | (4) For Mr. Labozzetta the amount shown includes a balance of $879,219 in his SB One Supplemental Executive Retirement Plan. For Mr. Shara, the amount shown includes a balance of $2,162,500 in his Supplemental Executive Retirement Plan, a balance of $3,940,434 in the Lakeland Executive Elective Deferral Plan and a balance of $2,795,677 in his Lakeland Deferred Compensation Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $56,439, $23,507, $14,133 and $16,719 for Messrs. Labozzetta, Lyons, Vakacherla and Ms. Murray, respectively for 2024; $45,134, $21,975, $21,985, and $15,518 for Messrs. Labozzetta, Lyons, Kuntz, and Ms. Murray, respectively for 2023; and $34,243, $23,346, $23,623, and $16,717 for Messrs. Labozzetta, Lyons, Kuntz and Ms. Murray, respectively for 2022. |

  115. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 50 |

  116. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2024

    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.

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Provident has entered into an employment agreement with Messrs. Labozzetta and Shara. In addition, Provident has entered into three-year change in control agreements with Messrs. Labozzetta, Lyons, Shara and Ms. Murray, and a change in control agreement with a two-year term with Mr. Vakacherla. Mr. Kuntz received a payment of $2,630,594 upon his termination of employment, as discussed in the Compensation Discussion and Analysis. The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, as of December 31, 2024, 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 Shara’s employment agreements) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2024, 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 stock awards are based on the fair market value of our common stock on December 29, 2024, the last trading day of 2024, of $18.87 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in the agreements with Messrs. Labozzetta and Shara.

  118. Potential Payments Upon Termination or Change in Control

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 51 |

  119. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    Potential Payments Upon Termination or Change in Control as of December 31, 2024

  120. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | Anthony J. Labozzetta | Employment Agreement | Employment Agreement | | Change in Control Agreement | | | | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability ($)(2) | Death ($)(3) | Termination w/o Cause or for Good Reason ($) | | Salary | 950,000 | 712,500 | | 2,850,000 | | Incentive/Bonus | 890,625 | — | | 2,671,876 | | Total Cash Payments | 1,840,625 | 712,500 | | 5,521,876 | | Medical | 33,036 | 33,036 | | 99,109 | | Dental | 2,261 | 2,261 | | 6,784 | | Life Insurance | 1,255 | 1,255 | | 3,766 | | Long-Term Disability | 594 | 594 | | 1,782 | | Vision | 133 | 133 | | 398 | | Total Benefits | 37,279 | 37,279 | | 111,839 | | Total Cash & Benefits | 1,877,903 | 749,779 | | 5,633,715 | | Value Unvested Options | — | — | | — | | Value Unvested Awards | — | 2,914,604 | 2,914,604 | 2,914,604 | | TOTAL | 1,877,903 | 3,664,383 | 2,914,604 | 8,548,319 |

  121. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Salary benefit is based on 12 months pursuant to the Employment Agreement. | | (2) Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. | | (3) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. |

  122. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 52 |

  123. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | Thomas M. Lyons | | After Change in Control | | Benefit | Disability & Death ($)(1) | Termination w/o Cause or for Good Reason ($) | | Salary | | 1,699,500 | | Incentive/Bonus | | 1,071,771 | | Total Cash Payments | | 2,771,271 | | Medical | | 61,284 | | Dental | | 2,824 | | Life Insurance | | 2,246 | | Long-Term Disability | | 1,782 | | Vision | | 398 | | Total Benefits | | 68,534 | | Total Cash & Benefits | | 2,839,805 | | Value Unvested Options | | 0 | | Value Unvested Awards | 1,094,234 | 1,094,234 | | TOTAL | 1,094,234 | 3,934,039 |

  124. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Under the 2019 and 2024 Long-term Incentive Plans upon Termination of Service for reason of Disability or Death all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. |

  125. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | Valerie O. Murray | | After Change in Control | | Benefit | Disability & Death ($)(1) | Termination w/o Cause or for Good Reason ($) | | Salary | | 1,467,901 | | Incentive/Bonus | | 773,584 | | Total Cash Payments | | 2,241,485 | | Medical | | 61,284 | | Dental | | 4,590 | | Life Insurance | | 1,941 | | Long-Term Disability | | 1,782 | | Vision | | 398 | | Total Benefits | | 69,995 | | Total Cash & Benefits | | 2,311,480 | | Value Unvested Options | | 0 | | Value Unvested Awards | 802,617 | 802,617 | | TOTAL | 802,617 | 3,114,097 |

  126. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Disability or Death all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. |

  127. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 53 |

  128. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | Thomas J. Shara | Employment Agreement | Employment Agreement | | Change in Control Agreement | | | | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability ($)(2) | Death ($)(3) | Termination w/o Cause or for Good Reason ($) | | Salary | 760,000 | 570,000 | | 2,280,000 | | Incentive/Bonus | 710,048 | — | | 2,130,143 | | Total Cash Payments | 1,470,048 | 570,000 | | 4,410,143 | | Medical | 33,036 | 33,036 | | 99,109 | | Dental | 2,261 | 2,261 | | 6,784 | | Life Insurance | 653 | 653 | | 1,960 | | Long-Term Disability | 594 | 594 | | 1,782 | | Vision | 205 | 205 | | 615 | | Total Benefits | 36,749 | 36,749 | | 110,250 | | Total Cash & Benefits | 1,506,797 | 606,749 | | 4,520,393 | | Value Unvested Options | — | — | | — | | Value Unvested Awards | — | 604,217 | 604,217 | 604,217 | | TOTAL | 1,506,797 | 1,210,966 | 604,217 | 5,124,610 |

  129. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Salary benefit is based on 12 months pursuant to the Employment Agreement. | | (2) Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. | | (3) Under the 2024 Long-Term Equity Incentive Plan upon Termination of Service for reason of Death all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. |

  130. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 54 |

  131. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | Ravi Vakacherla | | Change in Control Agreement | | Benefit | Disability & Death ($)(1) | After Change in Control | | Salary | | 916,800 | | Incentive/Bonus | | 573,000 | | Total Cash Payments | | 1,489,800 | | Medical | | 66,073 | | Dental | | 1,377 | | Life Insurance | | 1,212 | | Long-Term Disability | | 1,188 | | Vision | | 410 | | Total Benefits | | 70,260 | | Total Cash & Benefits | | 1,560,060 | | Value Unvested Options | | — | | Value Unvested Awards | 763,367 | 763,367 | | TOTAL | 763,367 | 2,323,427 |

  132. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    | (1) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Disability or Death all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. |

  133. Potential Payments Upon Termination or Change in Control as of December 31, 2024

    Provident, Provident Bank and Mr. Kuntz entered into a Transition Agreement with General Release of Claims, effective August 2, 2023, in connection with the merger with Lakeland. As provided in the Transition Agreement with General Release of Claims, Mr. Kuntz vacated the role of Senior Executive Vice President and Chief Administrative Officer on May 15, 2024, which was the closing date of the merger with Lakeland Bank, and he continued to serve as Senior Advisor until his separation from Provident Bank on July 15, 2024 in exchange for two payments: (i) a merger integration bonus of $875,000, less required withholding, which was paid on August 23, 2024, and (ii) a cash lump sum severance payment of $1,650,000, less required withholding, which was paid on August 23, 2024.

  134. 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 2024, to the median of the total annual compensation of our employees, except Mr. Labozzetta for 2024. 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, 2024. 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. We did not include the 632 former Lakeland employees in the calculation as they were paid by Provident Bank for a partial year. After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $82,088 for 2024, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table. The total annual compensation for Mr. Labozzetta for the same period was $3,501,092. The ratio of Mr. Labozzetta’s total annual compensation to the median total annual compensation of all other employees for 2024 was 43:1.

  135. Pay Ratio Disclosure

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 55 |

  136. 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 2024, 2023, 2022, 2021 and 2020.

  137. Pay Versus Performance

    | | Summary Compensation | Summary Compensation | Compensation | Compensation Actually Paid | Average Summary Compensation` Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based on: | | Net | Return | | Year | Table Total for First CEO(1) $ | Table Total for Second CEO(2) $ | Actually Paid to First CEO(3) $ | to Second CEO(3) $ | for Non-CEO NEOs(4) $ | to Non-CEO NEOs(4) $ | TSR(5) | Peer Group TSR(5) | Income $(in millions) | on Average Assets(6) | | 2024 | 3,501,092 | — | 3,872,306 | — | 2,579,823 | 2,682,870 | $98.86 | $132.44 | 116 | 0.57% | | 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% |

  138. Pay Versus Performance

    | (1) For fiscal years 2022, 2023 and 2024, 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 Table total for President and Chief Executive Officer Christopher Martin. |

  139. 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. |

  140. Pay Versus Performance

    | (4) The Non-CEO NEOs in the 2024 reporting year are Thomas Lyons, John Kuntz, Valerie O. Murray, Thomas Shara and Ravi Vakacherla. 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. |

  141. 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, 2024. |

  142. Pay Versus Performance

    | (6) Return on average assets is Provident’s selected measure. Values shown reflect ROAA as calculated for purposes of our executive compensation program for the applicable reporting year and may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee. |

  143. Pay Versus Performance

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 56 |

  144. Pay Versus Performance

    | | Anthony Labozzetta | | | Christopher Martin | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in Summary Compensation Table (“SCT”) | $3,501,092 | $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 | (1,425,000) | (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 | 1,871,986 | 403,635 | 601,057 | 1,423,024 | 787,002 | | Fair value of equity compensation granted in current year-value at vesting-date | — | — | — | — | — | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (239,576) | 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 | 163,804 | (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 | $3,872,306 | $1,600,542 | $1,934,504 | $4,387,807 | $1,941,043 |

  145. Pay Versus Performance

    | | Non-CEO NEO Averages | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation as reported in SCT | $2,579,823 | $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 | (365,638) | (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 | 445,605 | 136,981 | 360,948 | 645,211 | 162,983 | | Fair value of equity compensation granted in current year-value at vesting-date | 8,564 | — | — | — | — | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (65,694) | (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 | 90,524 | (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 | (10,314) | — | — | — | — | | Compensation Actually Paid | $2,682,870 | $915,642 | $1,039,519 | $1,889,746 | $778,301 |

  146. Pay Versus Performance

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 57 |

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

    Relationship Between “Compensation Actually Paid” and Performance Measures As shown in the charts below, the relationship between the Compensation Actually Paid to the CEO and the Average Compensation Actually Paid to the NEOs other than the CEO in fiscal 2020, 2021, 2022, 2023 and 2024 (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.

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

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 58 |

  149. 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 2024:

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

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

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

    | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 59 |

  152. Director Compensation

    Director Compensation

  153. Elements of Director Compensation

    Elements of Director Compensation

  154. Director Compensation Table

    Director Compensation Table

  155. 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 ($) | | James P. Dunigan | 102,500 | 89,999 | 12,799 | 17,914 | 223,212 | | Frank L. Fekete | 99,375 | 89,999 | 3,932 | 6,914 | 200,220 | | Ursuline F. Foley | 89,375 | 89,999 | — | 6,914 | 186,288 | | Terence Gallagher(4) | 10,625 | — | — | 6,914 | 17,539 | | Matthew K. Harding | 106,875 | 89,999 | — | 17,914 | 214,788 | | Edward J. Leppert | 106,875 | 89,999 | — | 6,914 | 203,788 | | Nadine Leslie | 82,500 | 89,999 | — | 8,613 | 181,112 | | Robert McNerney(4) | 3,125 | — | — | 6,914 | 10,039 | | John Pugliese | 105,000 | 89,999 | — | 17,914 | 212,913 | | Brian M. Flynn(5) | 90,625 | 89,999 | — | — | 180,624 | | Brian A. Gragnolati(5) | 92,500 | 89,999 | — | — | 182,499 | | James E. Hanson, II(5) | 85,000 | 89,999 | — | — | 174,999 | | Robert E. McCracken(5) | 73,750 | 89,999 | — | — | 163,749 |

  156. 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 28, 2024. These stock awards are time-vesting awards that vest in one year and reflect the total outstanding shares at year end. | | (2) The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Mr. Fekete has benefits under this plan. The amounts shown also include interest earned on deferred director fees for Mr. Dunigan. | | (3) All other Compensation includes Dividends paid on Stock Awards granted. For Messrs. Dunigan, Harding and Pugliese and Ms. Leslie the amounts shown also include benefits received under an Executive Health Plan. | | (4) Messrs. Gallagher and McNerney retired from the board of directors in conjunction with the closing of the merger with Lakeland on May 16, 2024. | | (5) In connection with the closing of the merger with Lakeland, Messrs. Flynn, Gragnolati, Hanson and McCracken, who are all former directors of Lakeland, were appointed as new directors to the board of directors. |

  157. Director Compensation Table

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2025 Proxy Statement | 62 |