DEF 14A of Provident Financial Services Inc, Apr 8, 2026

DEF 14A of Provident Financial Services Inc

Filed Apr 8, 2026 · FY20250001308179-26-000226

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 thirteen members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors are elected and qualified. Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors are elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Brian A. Gragnolati, Edward J. Leppert, Nadine Leslie, and Thomas J. Shara for election as directors at the Annual Meeting. Effective May 15, 2026, Director Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors. All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Flynn, Gragnolati, Hanson, and Shara, each nominee was previously elected by our stockholders. Directors Flynn, Gragnolati, Hanson, McCracken, and Shara were appointed to the boards of directors of Provident and Provident Bank in accordance with the terms of Provident’s acquisition of Lakeland Bancorp, Inc. (“Lakeland”), where Flynn, Gragnolati, Hanson, McCracken, and Shara were members of the board of directors, and McCracken was re-elected by our stockholders at the 2025 Annual Meeting. No arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees. Each of the nominees has consented to be named a nominee. In the event that any nominee is unable to serve as a director, the persons named as proxies will vote with respect to a substitute nominee designated by our current board of directors. At this time, we know of no reason why any of the nominees would be unable or would decline to serve, if elected.

  3. General

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

  4. Board of Directors

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

  5. Board of Directors

    | PROVIDENT FINANCIAL SERVICES, INC. | 2026 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:

    | BRIAN A. GRAGNOLATI | | | INDEPENDENT Director since: 2024 Term Expires: 2026 Age 68 Committees: • Audit • Enterprise Risk • Technology | Biography: Mr. Gragnolati is the former President and CEO of Atlantic Health System. He currently serves as an advisor to the Board of Atlantic Health System. Mr. Gragnolati is also former Chairman of the Board of Trustees of the American Hospital Association, and a member of the American Hospital Association Advisory Council to the FBI. He serves as Executive Partner of Concord Health Partners and serves as a Director of Revology. Prior to his tenure at Atlantic Health, he served as Senior Vice President, Community Division of Johns Hopkins Medicine and as President and CEO of Suburban Hospital. He also previously held executive positions at various medical organizations. Mr. Gragnolati previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Gragnolati’s experience in business, executive management and finance is beneficial to the company. |

  9. Nominees:

    | EDWARD J. LEPPERT | | | INDEPENDENT Director since: 2020 Term Expires: 2026 Age 65 Committees: • Audit • Compensation and Human Capital • Finance | Biography: Mr. Leppert is a certified public accountant and founder of Leppert Group LLC and has been in public practice since 1986. He was formerly Chairman of the board of both SB One Bancorp and SB One Bank. His experience with audit, financial reporting, sustainability, and disclosure issues, as well as his knowledge of the customers and communities in the northern New Jersey marketplace are beneficial to the board of directors. Mr. Leppert qualifies as an Audit Committee financial expert. |

  10. Nominees:

    | NADINE LESLIE | | | INDEPENDENT Director since: 2021 Term Expires: 2026 Age 63 Committees: • Enterprise Risk | Biography: Ms. Leslie is the President and Chief Executive Officer of Middlesex Water Company. She previously served as Chief Executive Officer of SUEZ North America, a water and waste services company. Ms. Leslie currently serves on the Board of Trustees of Hackensack Meridian Health Network and served on the Board of Directors of SYENSQO, a Belgian multinational materials company until July 2025. She previously served on the Boards of Directors of Seven Seas Water Group and Montclair State University Foundation. Ms. Leslie’s extensive industry experience leading a regulated organization with vast operations and multiple business units strengthens our board’s breadth of talent and depth of knowledge. |

  11. Nominees:

    | THOMAS J. SHARA | | | EXECUTIVE VICE CHAIRMAN Director since: 2024 Term Expires: 2026 Age 68 | Biography: Mr. Shara has served as Executive Vice Chairman since May 2024. Prior to that time, he served as President and Chief Executive Officer of Lakeland and Lakeland Bank. Mr. Shara previously served on the boards of directors of Lakeland and Lakeland Bank. Prior to joining Lakeland Bank, Mr. Shara served as President and Chief Lending Officer of TD Bank’s Mid-Atlantic Division. Mr. Shara serves on the Board of Trustees of the Boys and Girls Club of Paterson and Passaic, New Jersey, the Board of Directors of the Commerce and Industry Association of New Jersey, and is former Chairman of the New Jersey Bankers Association. He also serves on the Board of Governors of the Ramapo College Foundation and is a Foundation Officer on the board of trustees of Chilton Medical Center Foundation. Mr. Shara’s over 40 years of experience in the banking industry and knowledge of local markets provides a broader market perspective to the board of directors. Effective May 15, 2026, Mr. Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors. |

  12. Nominees:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 8 |

  13. Incumbent Directors:

    Incumbent Directors:

  14. Incumbent Directors:

    | JAMES P. DUNIGAN | | | INDEPENDENT Director since: 2018 Term Expires: 2028 Age 73 Committees: • Compensation and Human Capital • Enterprise Risk • Governance/ Nominating | Biography: Mr. Dunigan has over 30 years of financial services and investment industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is Chairman of the Board of Trustees of Founding Forward (formerly the Legacy Foundation of the Union League of Philadelphia). His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors. |

  15. Incumbent Directors:

    | BRIAN M. FLYNN | | | INDEPENDENT Director since: 2024 Term Expires: 2027 Age 66 Committees: • Audit • Finance • Governance/ Nominating | Biography: Mr. Flynn is a certified public accountant and a member of the Board of Directors of PKF O’Connor Davies. Mr. Flynn previously served on the boards of directors of Hudson United Bank, TD Banknorth, and Lakeland and Lakeland Bank. Mr. Flynn has more than 40 years of public accounting experience and his extensive experience in auditing and financial reporting brings in-depth knowledge to the board of directors. Mr. Flynn qualifies as an Audit Committee financial expert. |

  16. Incumbent Directors:

    | URSULINE F. FOLEY | | | INDEPENDENT Director since: 2019 Term Expires: 2027 Age 65 Committees: • Enterprise Risk • Finance • Technology | Biography: Ms. Foley has over 30 years of global experience in financial services and technology, having most recently served as Chief Corporate Operations Officer, Chief Information Officer, Chief Data Officer, and Managing Director with XL Group. Ms. Foley is a member of the Board of Directors of Greenlight Re, a global specialty property and casualty reinsurer. She also serves on several not-for-profit and advisory boards, including the Connecticut Chapter of the National Association of Corporate Directors and the PACE Seidenberg University Cyber Security Board. Ms. Foley’s extensive global experience in financial services, technology, cyber risk, and data security strengthens our board’s breadth of talent and depth of knowledge. |

  17. Incumbent Directors:

    | JAMES E. HANSON II | | | INDEPENDENT Director since: 2024 Term Expires: 2027 Age 67 Committees: • Compensation and Human Capital • Enterprise Risk • Technology | Biography: Mr. Hanson is President and Chief Executive Officer of The Hampshire Companies. He oversees the operation and investment activities of The Hampshire Companies and its Funds and Direct Investment Vehicles. Mr. Hanson is currently President of the Palisades Interstate Park Commission and a director of the United Hampshire U.S. REIT Management Pte, Ltd.; and the REIT manager of United Hampshire US Real Estate Investment Trust publicly listed on the Singapore Stock Exchange. Mr. Hanson is a former Council Member of the New Jersey State Investment Council and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Hanson’s over 40 years of real estate investment management and operational experience provides the company valuable strategic insight. |

  18. Incumbent Directors:

    | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 9 |

  19. Incumbent Directors:

    | MATTHEW K. HARDING | | | INDEPENDENT Director since: 2013 Term Expires: 2028 Age 62 Committees: • Compensation and Human Capital • Finance • Governance/ Nominating | Biography: Mr. Harding is Chief Executive Officer and a member of the Board of Directors of Levin Management Corporation, a leading retail real estate services firm. Mr. Harding serves as Vice President of The Philip and Janice Levin Foundation and as a member of the Board of Trustees of the Gill St. Bernard’s School. Mr. Harding’s experience provides our board of directors with a comprehensive understanding of the real estate markets from both a competitive and a credit risk perspective. |

  20. Incumbent Directors:

    | ANTHONY J. LABOZZETTA | | | PRESIDENT & CEO Director since: 2020 Term Expires: 2028 Age 62 | Biography: Mr. Labozzetta has been President and Chief Executive Officer of Provident and Provident Bank since January 2022. Prior to that time, he served as President and Chief Operating Officer of Provident and Provident Bank since August 2020. He was previously President and Chief Executive Officer of SB One Bancorp and SB One Bank since January 2010 and was formerly Executive Vice President of TD Bank from 2006 to 2010. Prior to his banking career, he was a certified public accountant with Deloitte LLP. Mr. Labozzetta’s over 30-year banking experience brings executive leadership experience and an extensive and diverse knowledge of the banking business to our board of directors. |

  21. Incumbent Directors:

    | CHRISTOPHER MARTIN | | | EXECUTIVE CHAIRMAN Director since: 2005 Term Expires: 2027 Age 69 | Biography: Mr. Martin has served as Executive Chairman since January 2022. Prior to that time, he served as Chairman and Chief Executive Officer of Provident and Provident Bank since August 2020. He previously served as Chief Executive Officer and President since September 2009. He serves as the chair of the Board of Directors of the Federal Home Loan Bank of New York and previously served on the Board of Directors of the New Jersey Bankers Association. Mr. Martin’s extensive executive leadership and banking experience and his knowledge of financial markets and investments enhance the breadth of experience of our board of directors. |

  22. Incumbent Directors:

    | ROBERT E. MCCRACKEN | | | INDEPENDENT Director since: 2024 Term Expires: 2028 Age 68 Committees: • Audit • Compensation and Human Capital • Governance/ Nominating | Biography: Mr. McCracken is the sole managing member and owner of REM, LLC and the President of Smith-McCracken and Wood Funeral Homes. He is the immediate past Chairman of the Atlantic Health System Board of Trustees. Mr. McCracken previously served as a director for the former Newton Financial Corp. and Newton Trust Co. and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. McCracken’s business experience as an owner and operator of various businesses and experience in the real estate markets in northern New Jersey provides the company valuable insight into current markets. |

  23. Incumbent Directors:

    | JOHN PUGLIESE | | | INDEPENDENT LEAD DIRECTOR Director since: 2014 Term Expires: 2027 Age 66 Committees: • Governance/ Nominating • Technology | Biography: Mr. Pugliese previously served as Chief Executive Officer of Motors Management Corporation. Prior to that, he served as EVP and Head of Retail Banking for the Bank of New York Mellon. Mr. Pugliese is a member of the Board of Directors of Computershare Trust Company, NA and a former member of the Board of Trustees of St. Peter’s Prep. He formerly served as Chairman of the Board of Directors of Buzz Points (formerly Fisoc, Inc.), and as a member of the Board of Directors of Vertose Company, Ltd. He previously served as Chairman of the Better Business Bureau of Metropolitan New York, and as Chairman of Team Capital Bank, as well as on the Board of Regents of St. Peter’s University. Mr. Pugliese’s extensive banking and management experience and knowledge of the retail credit markets enhances the overall experience and qualifications of our board of directors. |

  24. Incumbent Directors:

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 10 |

  25. Build for the Future

    Build for the Future

  26. 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 |

  27. Build for the Future

    | CORPORATE GOVERNANCE PRINCIPLES | |

  28. Build for the Future

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

  29. Build for the Future

    | • | establishing the size and composition of our board of directors and the desired diversity 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. |

  30. Build for the Future

    The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Four executive sessions were conducted in 2025. John Pugliese, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director, together with the other non-management directors, provide the Executive Chairman and the President and Chief Executive Officer with timely feedback from the executive sessions.

  31. Build for the Future

    | DIRECTOR INDEPENDENCE | |

  32. Build for the Future

    The New York Stock Exchange rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no direct or indirect material relationship with the company. The New York Stock Exchange rules require our board of directors to consider all relevant facts and circumstances in determining the materiality of a director’s relationship with Provident and permit the board of directors to adopt and disclose standards to assist the board in making independence determinations. Accordingly, our board of directors has adopted Independence Standards to assist the board in determining whether a director has a material relationship with the company. These Independence Standards, which should be read with the New York Stock Exchange rules, are available on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Our board of directors conducted an evaluation of director independence, based on the Independence Standards and the New York Stock Exchange rules. In connection with this review, our board of directors considered relevant facts and circumstances relating to relationships that each director and his or her immediate family members and their related interests had with Provident. In connection with its evaluation of director independence, the board considered the following relationships and transactions:

  33. Build for the Future

    | • | Mr. Flynn has a home mortgage with Provident Bank. The term of the mortgage is 30-years at a fixed rate of 3.5%. This loan was made in the ordinary course of business, was made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and does not involve more than the normal risk of collectability or present other unfavorable issues; | | • | Mr. Harding is an officer of a corporation which has a 1% ownership interest in, and is a general partner of a limited partnership and is the non-member manager of a limited liability company. Both the limited partnership and the limited liability company are partners of an entity that has a commercial real estate loan and two commercial construction |

  34. Build for the Future

    | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 23 |

  35. Build for the Future

    | | loans with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features; and | | • | Mr. Hanson is a member of multiple entities that have commercial real estate loans and lines of credit with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable issues. |

  36. Build for the Future

    After its evaluation, our board of directors affirmatively determined that Ms. Foley, Ms. Leslie, and Messrs. Dunigan, Flynn, Gragnolati, Hanson, Harding, Leppert, McCracken, and Pugliese are each independent directors. The board of directors determined that Messrs. Martin, Labozzetta, and Shara are not independent because they serve as executive officers of Provident and Provident Bank.

  37. Build for the Future

    | TRANSACTIONS WITH CERTAIN RELATED PERSONS | |

  38. 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, 2025, Provident Bank had aggregate loans and loan commitments totaling $69.2 million to its executive officers, directors or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. The Loan Policy of Provident Bank governs extensions of credit to executive officers and directors. The Loan Policy requires that all extensions of credit to executive officers or directors of Provident Bank receive the prior approval of a majority of the board of directors. Any interested party will abstain from participating directly or indirectly in the board voting, which shall be noted in the minutes. Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships, or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independent determinations. Our insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $266,477 to that real estate management company in 2025.

  39. Build for the Future

    | ANTI-HEDGING POLICY | |

  40. 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.

  41. Build for the Future

    | STOCKHOLDER ENGAGEMENT AND FEEDBACK | |

  42. 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 2026, we concentrated our outreach efforts and had productive conversations with multiple institutional holders, which represented over 10% of our ownership as of December 31, 2025.

  43. Build for the Future

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 24 |

  44. Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | Overview | 27 | | Executive Summary | 28 | | Strategic Highlights | 28 | | Key Executive Compensation Actions | 29 | | Compensation Consultants | 29 | | Executive Compensation Philosophy | 30 | | Benchmarking and Peer Groups | 30 | | Role of Management | 31 | | Elements of 2025 Executive Compensation | 31 | | Elements of Post-Termination Benefits | 37 | | Executive Stock Ownership Requirements | 39 | | Equity Compensation Grant Practices | 39 | | Prohibition on Hedging | 39 | | Clawback Policies | 39 | | Risk Assessment | 40 | | Compensation and Human Capital Committee Report | 40 |

  45. 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; | | • | 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. |

  46. Key Executive Compensation Actions

    | • | 2025 Base Salary: Mr. Labozzetta’s base salary was increased 5.26% from $950,000 to $1,000,000, reflecting his performance as President and Chief Executive Officer and in consideration of peer group market data, where his total direct compensation was below the median of his peers. Messrs. Lyons, Lista, and Vakacherla received salary increases of 3.0%, 5.9%, and 3.7% respectively. Mr. Shara was not awarded a salary increase, as his compensation was established as part of the merger agreement with Lakeland Bank. | | • | 2025 Cash Incentives: Annual cash incentives were paid at 123.55% of target for the named executive officers, with the exception of Mr. Lista. Mr. Lista earned cash incentives equal to 105.3% of target opportunity, in accordance with his performance against the incentive plans applicable to his business line. Annual cash incentive opportunities for Messrs. Labozzetta, Lyons, Shara, and Vakacherla are based on Provident Bank’s financial performance against goals. Mr. Lista’s cash incentive plan is based on 20% Provident Bank performance results and 80% on his business line results. Mr. Lista’s cash incentive award reflects Provident Bank results at 123.55% and the results of his business line, at 100.7% for Provident Protection Plus, Inc. | | • | 2025 Long-Term Incentives: For 2025, we granted our named executive officers, a mix of performance-vesting stock awards (75% of target grant value) and time-vesting stock awards (25% of target grant value). The performance-based awards are eligible to vest at the end of a three-year period based upon the achievement of performance goals which include projections of a multi-year return on core average assets and core return on average tangible equity, subject to a relative total stockholder return (TSR) peer group. The time-based awards vest ratably over three years. | | • | Vesting of Long-Term Incentives for the 2023-2025 Vesting Period: Performance-vesting stock awards for the 2023-2025 performance period vested on March 3, 2026. The goals for the 2023-2025 performance-vesting awards were established prior to the 2023 liquidity crisis, which fundamentally changed liquidity requirements and deposit retention costs for regional banks industry wide. This change substantially impacted the performance vesting awards, as we did not adjust our goals after grants were made to reflect the new environment. The company performance compared to goals was below threshold for the cumulative average core return on average assets and 81.93% compared to goal for the cumulative average core return on tangible equity goals. Our TSR was at the 35.56 percentile compared to established peers so no modifier was applied to the return on average tangible equity goal. Consequently 31.42% of the shares were released and vested. |

  47. 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.

  48. Compensation Consultants

    | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 29 |

  49. 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 2025, which included a review and recommendation of an appropriate peer group for assessing competitive compensation practices, and for making performance comparisons. The Compensation Committee used the following two peer groups when making its 2025 executive compensation determinations:

  50. Benchmarking and Peer Groups

    | • | The KBW Regional Bank Index (“KBW Index”) was used to compare long-term performance achievement for the relative TSR measurement in our PSUs. The KBW Index is designed to track the performance of publicly traded US Regional Banks and thrifts. The Compensation Committee believes this index serves as an appropriate relative measure of Provident’s long-term performance. | | • | A peer group of 18 publicly traded thrift and banking institutions was used for compensation benchmarking exercises used in setting our executives’ 2025 target compensation. The peer group is used for setting compensation levels because these banks are broadly reflective of the environment in which Provident competes for executive talent, and they provide a good indicator of the current competitive range of compensation. Our peer group was substantially revised in 2024 to reflect the scale of our operations after the close of our merger with Lakeland in 2024. In comparison to the peer group established post-merger in 2024, Provident’s asset size ($24.05 billion) was within a reasonable range of the peer median ($23.45 billion) as of December 31, 2024. Additional consideration was given to business model and performance. As noted below, we made one change to the peer group in 2025, which was the removal of Sandy Spring Bancorp, Inc. due to its acquisition and the addition of Wesbanco based on its suitable asset size and business model. Provident’s asset size ($24.98 billion) was within a reasonable range of the new peer median ($26.30 billion) as of December 31, 2025. |

  51. 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. The Committee, with advice from the independent compensation consultant, revised the peer group used for 2025 pay to reflect our post-merger scale by removing one former peer and adding one new peer. The peer group for 2025 included the 18 regional banks listed below.

  52. Benchmarking and Peer Groups

    | 2025 Peer Group(1) | | | | Atlantic Union Bankshares Corporation | Fulton Financial Corp. | Simmons First National Corporation | | BankUnited Inc. | Hancock Whitney Corporation | Trustmark Corporation | | Community Financial System, Inc. | Independent Bank Corp. | United Bankshares, Inc. | | Customers Bancorp, Inc. | NBT Bancorp Inc. | United Community Banks, Inc. | | Dime Community Bancshares, Inc. | OceanFirst Financial Corp. | Valley National Bancorp | | Eastern Bankshares, Inc. | Sandy Spring Bancorp, Inc. | WSFS Financial Corporation |

  53. Benchmarking and Peer Groups

    | (1) In 2025, Wesbanco was added to peer group to replace Sandy Spring Bancorp after the latter’s acquisition. |

  54. Benchmarking and Peer Groups

    | www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2026 Proxy Statement | 30 |

  55. Elements of 2025 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 |

  56. 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 2025, the Compensation Committee considered our company’s 2024 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases reflected below were deemed appropriate because of the company’s financial performance in 2024, the relative positioning of individual base salaries to the peer group, individual performance, and broad merit increase budgets. Mr. Labozzetta’s increase was more significant than the others because his base salary was below the peer median as the Compensation Committee has followed a multi-year pay adjustment process in conjunction with his promotion to President and Chief Executive Officer.

  57. Base Salary

    | (1) Mr. Lista’s salary increase includes merit increase of 3.8% and an adjustment of 2.1% based on market data. |

  58. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2025

    Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2025 Annual cash incentive opportunities are provided to our named executive officers to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary. Our Compensation Committee established the performance goals for 2025 under the Executive Annual Cash Incentive Plan which provided the opportunity for a cash incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 2025 were as follows:

  59. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2025

    | | Annual Cash Incentive as a % of Base Salary | | | | Participant | Threshold | Target | Maximum | | President and Chief Executive Officer | 45% | 90% | 135% | | Executive Vice Chairman | 38% | 75% | 113% | | Chief Financial Officer, Chief Information and Operations Officer | 25% | 50% | 75% | | President of Provident Protection Plus, Inc. | 20% | 40% | 60% |

  60. Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2025

    For Mr. Labozzetta and the other named executive officers, the Compensation Committee established the following 2025 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan. The Earnings Per Share Net Income and Efficiency Ratio goals are consistent with the Corporate Goals used in the prior year. In 2024, the Committee made changes to the definition of EPS and Net Income under the plan for 2024 and going forward. These metrics were redefined to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. 2024 was also a year of significant change in Provident Bank’s asset size as a result of the Lakeland merger. Corporate Goals were established for each metric to demonstrate increased performance compared to prior year goals and achievements, noting that in light of the new definitions and the post-merger asset size, goals are not directly comparable to prior periods. The Compensation Committee believes these metrics meaningfully demonstrate a focus on building stockholder value and sound business practices aligned with the strategic plan:

  61. 01/01/2025 through 12/31/2025

    Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 2025 financial performance would be made if financial performance met or exceeded 85% of any one of the Corporate Goals (“Threshold”). The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement. Based on actual achievement, performance results were target plus for the full year. The Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual, and/or non-recurring items. There were no such adjustments to the 2025 results. Mr. Lista’s cash incentive is based on 20% bank performance and 80% Provident Protection Plus, Inc. (PPP) business goals, which are pre-tax Net Income (weight 60%), Total P&C Commission Revenue (weight 20%) and PPP Efficiency Ratio (weight 20%). Threshold is established as 90% of goal and maximum performance is established as 150% of goal. Actual performance compared with the goals under the PPP portion of the plan for Mr. Lista is shown in the table below.

  62. 01/01/2025 through 12/31/2025

    | Name | Cash Incentive | % of Salary | % of Target | | Anthony J. Labozzetta | $1,111,950 | 111.2% | 123.55% | | Thomas M. Lyons | $360,457 | 61.8% | 123.55% | | George Lista | $151,589 | 42.1% | 105.27% | | Thomas J. Shara | $704,235 | 92.7% | 123.55% | | Ravi Vakacherla | $293,678 | 61.8% | 123.55% |

  63. Long-Term Equity Incentives

    Long-Term Equity Incentives Our 2024 Long-Term Equity Incentive Plan provides the opportunity to grant various forms of equity incentives on a performance-vesting and time-vesting basis. The Compensation Committee believes that stock ownership by our officers and employees provides a significant incentive in building long-term stockholder value by further aligning the interests of officers and employees with stockholders. This component of compensation increases in importance as Provident’s common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-vesting awards also encourages a long-term strategic focus. It is the policy of the Compensation Committee to make equity grants when the window for trading by directors and officers in Provident common stock is open under our stock trading policy. Throughout the year, equity awards may be granted to new hires and promoted employees, or to existing employees to recognize superior performance with a grant date that falls when the window for trading is open under our stock trading policy. The Compensation Committee established the equity component of total compensation as a percentage of base salary for our named executive officers based upon competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:

  64. Long-Term Equity Incentives

    | Participant | 2025 Opportunity Long-Term Equity Target Award as a % of Base Salary | | Anthony J. Labozzetta | 120% | | Thomas J. Shara | 100% | | Thomas M. Lyons, Ravi Vakacherla | 60% | | George Lista | 50% |

  65. Long-Term Equity Incentives

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  66. Long-Term Equity Incentives

    The composition of the 2025 long-term equity awards was as follows:

  67. Long-Term Equity Incentives

    | | Performance- Vesting | Time-Vesting | | Participant | Restricted Stock | Restricted Stock | | Anthony J. Labozzetta | 75% | 25% | | Other Named Executive Officers | 75% | 25% |

  68. Long-Term Equity Incentives

    In accordance with the established plan design approved by the Compensation Committee, equity grants made in 2025 to the named executive officers are 75% performance-vesting and 25% time-vesting awards. The performance-based equity awards are subject to a three-year performance period and a three-year cliff vest. The time-based awards are eligible to vest based on continued employment, ratably over three years. Performance-vesting grants are measured at the end of a three-year period based upon performance goals established by the Compensation Committee at the time of the equity grant. For the 2025 grants, the performance goals include projections of a multi-year core return on average assets (“ROAA”) and core return on average tangible equity (“ROATE”). The core ROAA measure may exclude unanticipated and non-recurring items of revenue or expense as allowable under the plan. The core ROATE portion of the award is subject to a relative “TSR” modifier measured against the KBW Regional Banking Index. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25th percentile or (ii) an upward 20% adjustment of payout if our TSR is at or above the 75th percentile. Between the 25th percentile and the 75th percentile, the modifier has no impact on payout. This performance framework is designed to encourage conduct that drives long-term strategic decisions suited to maximizing stockholder value, while maintaining a meaningful impact on total compensation from our three-year relative TSR and maintaining an appropriate level of at-risk compensation for retention purposes. Consistent with the annual cash incentive plan, these metrics were redefined prior to grant to add back the CECL provision and subtract actual net charge-offs for the year (all net of tax) to mitigate the volatility introduced by the forward-looking CECL model. We believe this change more effectively ties incentive outcomes to management effectiveness rather than broad changes in the macroeconomic environment, which impact CECL provisions. Corporate Goals were established for each metric to demonstrate increased performance compared to prior year goals and achievements, noting that in light of the new definitions and the post-merger asset size, goals are not directly comparable to prior periods.

  69. Long-Term Equity Incentives

    | 2025-2027 Performance Goals(1) | | Threshold | Target | Maximum | | Core ROAA | 60% Weight | | | | | Multi-Year Core ROAA | | 98 bps. | 116 bps. | 124 bps. | | Core ROATE | 40% Weight | | | | | Multi-Year Core ROATE | | 12.53% | 16.18% | 17.15% |

  70. Long-Term Equity Incentives

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

  71. 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.

  72. Long-Term Equity Incentives

    | | 2025 Performance-Vesting Calibration Long-Term Equity Award as a % of Target | | | | Participant | Threshold | Target | Maximum | | All Named Executive Officers | 50% | 100% | 150% |

  73. 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.

  74. Long-Term Equity Incentives

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  75. 2023 Long-Term Equity Awards

    2023 Long-Term Equity Awards The three-year performance-vesting awards granted in 2023 with a performance period ending December 31, 2025, vested on March 3, 2026. The goals for the 2023-2025 performance-vesting awards were established prior to the 2023 liquidity crisis, which fundamentally changed liquidity requirements and deposit retention costs for regional banks industry wide. This change substantially impacted the performance vesting awards, as we did not adjust our goals after grants were made to reflect the new environment. For that three-year measurement period, actual company performance was below threshold for the cumulative Average Core ROAA and between threshold and target for the cumulative Average Core ROATE goals.

  76. 2023 Long-Term Equity Awards

    | LTIP Performance Goals and Results | Threshold | Target | Maximum | Achievement | | Multi Year Core ROAA - 60% | | | | | | ROAA - 3 year Average | 112 bps | 132 bps | 139 bps | 105 bps | | Multi Year Core ROATE - 40% | | | | | | ROATE - 3 year Average | 10.25% | 14.52% | 16.30% | 12.98% | | Achievement is Maximum or 150% | | | | |

  77. 2023 Long-Term Equity Awards

    Our TSR was between 25th percentile and 75th percentile of the KBW regional bank index, with an actual result of 35.56th percentile, thus no modifier was applied to the ROATE achievement consistent with the award design. Consequently, shares vested at 31.42% of target. As a result, Messrs. Labozzetta, Lyons, Lista, and Vakacherla received 8,091 shares, 3,237 shares, 1,255 shares, and 2,618 shares respectively, along with the payment of accumulated dividends of $2.88 on each share that vested.

  78. Employment Agreements

    Employment Agreements On June 26, 2025, Provident entered into an amended and restated employment agreement with Mr. Labozzetta, which replaces and supersedes the executive’s prior employment agreement dated March 11, 2020. The initial term of the agreement commenced on June 26, 2025 and continues through June 26, 2028. Commencing on June 26, 2028 and continuing on each June 26th thereafter, the term of the agreement will extend for an additional year, unless the company or Mr. Labozzetta provides notice to the other party at least sixty days prior to the renewal date. In the event Mr. Labozzetta terminates his employment for “good reason” or is terminated without “cause” (as each such term is defined in the employment agreement), he would receive: (1) any standard compensation and benefits that have been earned by him as of his date of termination (the “standard termination benefits”); (2) a cash severance payment equal to two times the sum of the executive’s base salary as of the date of termination, and the cash incentive that would be paid or payable to the executive at target for Provident Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined; and (3) if the executive elects continued health insurance under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), Provident Bank will reimburse the executive the amount of such premiums, less the active employee charge for such coverage, for up to twenty-four (24) months. In the event of a termination of employment without cause or a voluntary termination with good reason in connection with a change in control, the executive will be entitled to receive: (1) a cash severance payment equal to three times the sum of the executive’s base salary as of the date of termination (or, if greater, the base salary in effect on the change in control date), and the cash incentive that would be paid or payable to the executive at target for Provident Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), and (2) a cash payment equal to thirty-six (36) times the monthly COBRA premium (less the active employee charge for such coverage) and thirty-six (36) times Provident Bank’s monthly cost of life and disability insurance coverage; in the event that an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, would be assessed on the payments or other benefits received under the Employment Agreement in connection with a change in control, the executive would receive either: (1) all the payments and benefits to which he is entitled under the employment agreement, subject to the excise tax; or (2) have such payments and benefits reduced by the minimum amount necessary so that the excise tax will not apply, if such reduction would result in a greater net after-tax benefit to the executive; and the noncompete restriction period was increased to one year from the date of termination with Provident and Provident Bank. Mr. Shara has an employment agreement, effective as of May 15, 2024, which was executed in connection with Provident’s merger with Lakeland. The agreement has a term of two years and will expire on May 15, 2026. Under the terms of the agreement, Mr. Shara became Executive Vice Chairman of Provident, for which he will be compensated in the form of base salary and will be eligible to participate in the annual cash incentive plan with a target opportunity equal to 75% of base salary, long term incentive plan with a target opportunity of 100% salary and other benefit plans generally provided to other employees. Effective May 15, 2026, Mr. Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors. In the event Mr. Shara’s employment is terminated for “good reason” or without “cause” (as each such term is defined in the employment agreement), he would receive; (1) any standard compensation and benefits that have been earned by him as of his termination date; (2) a cash lump sum payment equal to one year of base salary and one year of bonus based on the target bonus opportunity; and (3) continued life, medical, dental and disability coverage for a period of twelve months or a cash equivalent payment in lieu of such of coverage, if such coverage is not practicable. Mr. Shara entered into a change in control agreement in connection with Provident’s merger with Lakeland. The agreement has a term of two years and will expire on May 15, 2026. Mr. Shara also entered into a change in control agreement with the company. In the event Mr. Shara’s employment is terminated for “good reason” or without “cause” in connection with a change in control, the executive will be entitled to receive: (1) a cash severance payment equal to three times the average of the executive’s annual compensation (aggregate base salary and other cash compensation) during the three completed calendar years preceding the year in which the change in control occurs and (2) coverage for the executive (and family, if applicable) under all group insurance and health plans for a period of three years or a lump sum payment equivalent to thirty six (36) times the monthly cost of to the executive of COBRA benefits.

  79. Employment Agreements

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  80. Employment Agreements

    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.

  81. Executive Severance Plan and Change in Control Agreements

    Executive Severance Plan and Change in Control Agreements On July 24, 2025, the Board of Directors of Provident adopted the Provident Bank Executive Severance Plan (the “Plan”), which provides severance benefits under certain circumstances to Plan participants, who are selected by the Compensation and Human Capital Committee of the Board of Directors of Provident. Provident’s executive officers, including Thomas M. Lyons, George Lista, and Ravi Vakacherla, who are named executive officers of Provident, have waived their existing change in control agreements, and agreed to accept the terms and conditions of the Executive Severance Plan. Under the Plan, if an eligible participant is terminated by Provident without “cause” (as defined in the Plan), the participant is eligible to receive: (i) a severance payment equal to one times the participant’s base salary in effect for the year of termination; (ii) one times the cash incentive that would be paid or payable at target for the fiscal year in which the termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined); (iii) continued health insurance coverage for up to one year provided a participant elects COBRA continuation coverage; and (iv) outplacement services for six months, provided the participant signs a waiver and release of claims in favor of Provident. If a participant’s employment is terminated by Provident without cause or if the participant terminates his or her employment for “good reason” (as defined in the Plan) within two years following a “change in control” (as defined in the Plan), then instead of receiving the benefits described above, the participant is eligible to receive a severance payment equal to an applicable multiple, which is two times for George Lista and Ravi Vakacherla and three times for Thomas M. Lyons, multiplied by the sum of (a) the greater of the (i) participant’s annual base salary in effect on the date of a change in control or (ii) the participant’s annual base salary in effect on the date of his or her termination of employment, (b) the cash incentive that would be paid or payable at target for the fiscal year in which the termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), and (c) a cash payment equal to the product of: (i) twelve times the applicable multiple, and (ii) the monthly COBRA premium in effect on the date of termination and outplacement services for six months, provided the participant signs a waiver and release of claims in favor of Provident. For Mr. Lista, given commissions are a meaningful part of his compensation, the severance calculation includes payment for commissions. The payment is determined based on the average of the prior two years of earned commissions with the applicable multiple, i.e., one year for termination without “cause” or two years for a change in control. The Plan does not provide for a tax gross-up payment to any of the executive officers, or any other eligible employee, to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended. Instead, the Plan provides that in the event the payments described above would, if paid, be subject to the Excise Tax, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the Excise Tax, provided that the net amount of the reduced payments, after giving effect to income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the Excise Tax and income tax consequences.

  82. Executive Severance Plan and Change in Control Agreements

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  83. Equity Compensation Grant Practices

    Equity Compensation Grant Practices Named executives officers were granted performance shares and restricted stock awards in March of 2025. Stock option awards are not currently a component of executive compensation design. 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 awards 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 awards 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, 2025.

  84. 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. |

  85. Executive Compensation

    | TABLE OF CONTENTS | | | Summary Compensation Table | 42 | | All Other Compensation | 43 | | Perquisites Table | 43 | | Grants of Plan-Based Awards Table | 44 | | Outstanding Equity Awards at Year-End Table | 45 | | Option Exercises and Stock Vested Table | 46 | | Pension Benefits Table | 47 | | Non-Qualified Deferred Compensation Table | 47 | | Potential Payments Upon Termination or Change in Control Table | 49 |

  86. Summary Compensation Table

    Summary Compensation Table

  87. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Anthony J. Labozzetta President & Chief Executive Officer | 2025 | 998,077 | — | 1,200,000 | 1,111,950 | — | 211,372 | 3,521,400 | | | 2024 | 945,193 | — | 1,425,000 | 890,625 | — | 240,274 | 3,501,092 | | | 2023 | 818,269 | — | 825,000 | 309,375 | — | 121,547 | 2,074,192 | | Thomas M. Lyons Senior Executive Vice President and Chief Financial Officer | 2025 | 582,846 | — | 350,100 | 360,457 | — | 101,963 | 1,395,367 | | | 2024 | 565,866 | — | 509,900 | 354,063 | — | 141,644 | 1,571,472 | | | 2023 | 549,269 | — | 330,000 | 137,500 | 5,089 | 131,917 | 1,153,775 | | George Lista(7) Executive Vice President, President/Provident Protection Plus | 2025 | 712,231 | — | 180,000 | 151,589 | — | 54,467 | 1,098,287 | | | 2024 | 647,231 | — | 132,000 | 150,090 | — | 57,232 | 986,553 | | | 2023 | 637,231 | — | — | 128,000 | — | 48,991 | 944,925 | | Thomas J. Shara Executive Vice Chairman | 2025 | 760,000 | | 760,000 | 704,235 | — | 656,266 | 2,880,501 | | | 2024 | 433,583 | 262,302 | 500,000 | 447,746 | — | 4,162,691 | 5,806,322 | | Ravi Vakacherla Executive Vice President Chief Information and Operations Officer | 2025 | 474,746 | — | 285,240 | 293,678 | — | 69,128 | 1,122,793 | | | 2024 | 457,885 | — | 412,540 | 286,500 | — | 52,627 | 1,209,552 |

  88. Summary Compensation Table

    | (1) The amounts shown represent base salary earned during each fiscal year covered. For Mr. Lista the amounts shown include Commissions of $353,000, $308,000, and $318,000 for 2025, 2024, and 2023 respectively. |

  89. Summary Compensation Table

    | (2) The amount shown for 2024 represents a guaranteed cash bonus paid for Mr. Shara which is equal to 100% of target for his former role as CEO of Lakeland Bank prior to the merger. |

  90. Summary Compensation Table

    | (3) The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $1,339,254, $390,750, $848,185, $318,365, and $200,875 for 2025 for Messrs. Labozzetta, Lyons, Shara, Vakacherla, and Lista respectively; $1,160,306, $415,153, $733,786, $335,921, and $161,212 for 2024 for Messrs. Labozzetta, Lyons, Shara, Vakacherla, and Lista, respectively; and $972,498, $389,039, $314,725, and $150,885 for 2023 for Messrs. Labozzetta, Lyons, Vakacherla and Lista, respectively. The amounts shown for 2024 also include the restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Messrs. Labozzetta, Lyons, Shara, and Vakacherla received $475,000, $170,000, $500,000 and $137,500 respectively of merger related stock awards for 2024. |

  91. Summary Compensation Table

    | (4) The amounts shown reflect the payment made under the Executive Annual Incentive Plan. Commencing in 2021, Mr. Lista’s cash incentive payments is based on 80% business line and 20% bank results. For 2024 Mr. Shara earned bonus consistent with the terms of his employment contract with Provident Bank, prorated for time served as Executive Vice Chairman and paid at 125% of target opportunity. |

  92. Summary Compensation Table

    | (5) The amounts in this column reflect the actuarial increase in the present value at each year end compared to the prior year end of the named executive officer’s benefits under all defined benefit pension plans. For 2025 and 2024, there was a negative change in present value of the benefits under the defined benefit plan for Mr. Lyons and no amount is disclosed in the Summary Compensation Table. Messrs. Labozzetta, Shara, Vakacherla, and Lista are not participants in the defined benefit pension plan, which was frozen prior to their employment with the Company. No named executive officer received preferential or above-market earnings on deferred compensation. |

  93. Summary Compensation Table

    | (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. |

  94. Summary Compensation Table

    | (7) Mr. Lista was a named executive officer during the last completed fiscal year and he was also a named executive officer two years prior, therefore the compensation information for Mr. Lista must be disclosed for all three fiscal years, even though he was not a named executive officer during the intervening year. |

  95. Summary Compensation Table

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  96. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

  97. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Anthony J. Labozzetta | 3/13/2026 | 90,000 | 900,000 | 1,350,000 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 24,515 | 49,030 | 73,545 | — | 900,000 | | | 3/3/2025 | — | — | — | — | — | — | 16,474 | 300,000 | | Thomas M. Lyons | 3/13/2026 | 29,175 | 291,750 | 437,625 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 7,153 | 14,305 | 21,458 | — | 262,575 | | | 3/3/2025 | — | — | — | — | — | — | 4,806 | 87,525 | | George Lista | 3/13/2026 | 14,400 | 144,000 | 216,000 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 3,677 | 7,354 | 11,031 | — | 135,000 | | | 3/3/2025 | — | — | — | — | — | — | 2,471 | 45,000 | | Thomas J. Shara | 3/13/2026 | 57,000 | 570,000 | 855,000 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 15,526 | 31,052 | 46,578 | — | 570,000 | | | 3/3/2025 | — | — | — | — | — | — | 10,434 | 190,000 | | Ravi Vakacherla | 3/13/2026 | 23,770 | 237,700 | 356,550 | — | — | — | — | — | | | 3/3/2025 | — | — | — | 5,828 | 11,655 | 17,483 | — | 213,930 | | | 3/3/2025 | — | — | — | — | — | — | 3,916 | 71,310 |

  98. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    | (1) The amounts shown at Target assume achievement of 100% of Company goals and objectives. For Mr. Lista the Target assumes achievement of goals based on 80% on the Insurance business and 20% company goals. The range of estimated possible payouts reflects the full potential of the annual incentive payment if only one performance goal is achieved at Threshold level and if all performance goals are achieved at Maximum level. |

  99. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    | (2) Represents the number of restricted stock units that may vest if performance goals are achieved over the three-year period 2025-2027 at the stated levels. The Threshold is shown as 50% of target and Maximum is 150% in accordance with the plan. |

  100. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    | (3) Represents the number of three-year time-vesting restricted stock units granted. |

  101. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

    | (4) Represents the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Note 13 to our audited financial statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts. |

  102. Grants of Plan-Based Awards Table for the Year Ended December 31, 2025

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  103. 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, 2025 for our named executive officers.

  104. Outstanding Equity Awards At December 31, 2025

    Outstanding Equity Awards At December 31, 2025

  105. Outstanding Equity Awards At December 31, 2025

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Anthony J. Labozzetta | 3/3/2023 | 2,941 | 58,085 | 25,755 | 508,661 | | | 3/4/2024 | 10,845 | 214,189 | 49,032 | 968,382 | | | 5/20/2024 | — | — | 30,410 | 600,598 | | | 3/3/2025 | 16,474 | 325,362 | 49,030 | 968,343 | | Thomas M. Lyons | 3/3/2023 | 1,176 | 23,226 | 10,303 | 203,484 | | | 3/4/2024 | 3,880 | 76,630 | 17,543 | 346,474 | | | 5/20/2024 | — | — | 10,883 | 214,939 | | | 3/3/2025 | 4,806 | 94,919 | 14,305 | 282,524 | | George Lista | 3/3/2023 | 456 | 9,006 | 3,996 | 78,921 | | | 3/4/2024 | 1,507 | 29,763 | 6,812 | 134,537 | | | 3/3/2025 | 2,471 | 48,802 | 7,354 | 145,242 | | Thomas J. Shara | 2/27/2025 | — | — | 78,700 | 1,554,325 | | | 3/3/2025 | 10,434 | 206,072 | 31,052 | 613,277 | | Ravi Vakacherla | 3/3/2023 | 952 | 18,802 | 8,335 | 164,616 | | | 3/4/2024 | 3,140 | 62,015 | 14,195 | 280,351 | | | 5/20/2024 | — | — | 8,803 | 173,859 | | | 3/3/2025 | 3,916 | 77,341 | 11,655 | 230,186 |

  106. Outstanding Equity Awards At December 31, 2025

    | (1) Amounts shown represent the number of time-vesting stock awards or units that were not vested at December 31, 2025. Note, effective with the 2025 grant, the award structure was changed from restricted stock awards (for 2023 and 2024) to restricted stock units. | | (2) Amounts shown are based on the fair market value of Provident common stock on December 31, 2025 of $19.75. | | (3) Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2023-2025, 2024-2026, 2025-2027 at Target level. For Messrs. Labozzetta, Lyons, and Vakacherla amounts shown also include the number of restricted stock awards that may vest if goals are achieved over the two-year period 2024-2025 subject to the achievement of merger related planned cost savings (50% weight) and a successful merger integration (50% weight). Mr. Shara’s amount shown also includes Executive PSUs Converted to Time-Based RSUs. |

  107. Outstanding Equity Awards At December 31, 2025

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  108. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information about restricted stock awards that vested in 2025.

  109. 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 | 45,834 | 833,696 | — | — | | Thomas M. Lyons | 18,012 | 327,721 | — | — | | George Lista | 4,717 | 85,698 | — | — | | Thomas J. Shara | 49,070 | 877,413 | — | — | | Ravi Vakacherla | 5,029 | 90,395 | — | — |

  110. 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 2025. |

  111. Pension Benefits

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

  112. Pension Benefits

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  113. Pension Benefits At And For The Year Ended December 31, 2025

    Pension Benefits At And For The Year Ended December 31, 2025

  114. Pension Benefits At And For The Year Ended December 31, 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Anthony J. Labozzetta | None applicable | — | — | — | | Thomas M. Lyons | The First Sentinel Pension Plan | 26 | 65,617 | — | | George Lista | None applicable | — | — | — | | Thomas J. Shara | None applicable | — | — | — | | Ravi Vakacherla | None applicable | — | — | — |

  115. Pension Benefits At And For The Year Ended December 31, 2025

    | (1) The amounts shown are determined based on the measurement date of December 31, 2025. For the discount rate and other assumptions used, please refer to note 13 to our audited financial statements contained in our Annual Report on Form 10-K. |

  116. 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, 2025.

  117. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

    Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

  118. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last Fiscal Year-End ($)(4) | | Anthony J. Labozzetta | — | 25,923 | 49,595 | — | 1,130,634 | | Thomas M. Lyons | — | 9,314 | 11,894 | — | 268,135 | | George Lista | — | — | 15,814 | — | 353,913 | | Thomas J. Shara | — | — | 621,727 | 150,000 | 9,370,338 | | Ravi Vakacherla | — | 4,990 | 675 | — | 19,760 |

  119. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

    | (1) The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2025. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 2025 of $19.75 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation.” Messrs. Shara and Lista do not participate in the Non-Qualified Supplemental Defined Contribution Plan. | | (2) The amounts shown include interest and dividends credited under the Non-Qualified Supplemental Defined Contribution Plan. For Mr. Labozzetta the amount shown includes interest on his SB One Supplemental Executive Retirement Plan. For Mr. Shara the amount shown includes interest on his Lakeland Executive Elective Deferral Plan and his Lakeland Deferred Compensation Plan. The amounts shown include an increase in the value of the phantom shares attributable to the ESOP portion of the supplemental benefit as the fair market value of Provident common stock at December 31, 2025 was $19.75 per share compared to $18.87 per share at December 31, 2024. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.” | | (3) For Mr. Shara the amount shown represents payments from his Supplemental Executive Retirement Plan in the amount of $12,500 per month for a total SERP payment of $150,000 for 2025. | | (4) For Mr. Labozzetta the amount shown includes a balance of $920,431 in his SB One Supplemental Executive Retirement Plan. For Mr. Lista the amount shown includes a balance of $353,913 in his SB One Supplemental Executive Retirement Plan. For Mr. Shara the amount shown includes a balance of $2,012,500 in his Supplemental Executive Retirement Plan, a balance of $4,258,065 in the Lakeland Executive Elective Deferral Plan and a balance of $3,099,773 in his Lakeland Deferred Compensation Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $25,923, $9,314, and $4,990 for Messrs. Labozzetta, Lyons, and Vakacherla for 2025; $56,439, $23,507, and $14,133 for Messrs. Labozzetta, Lyons, and Vakacherla, respectively for 2024; $45,134 and $21,975 for Messrs. Labozzetta and Lyons for 2023. |

  120. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

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  121. Non-Qualified Deferred Compensation At And For The Year Ended December 31, 2025

    We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), that provides additional benefits to certain employees whose benefits under the 401(k) Plan and ESOP are reduced by tax law limitations applicable to tax-qualified plans. The Supplemental Plan requires a contribution for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP. The Supplemental Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Vesting of these supplemental benefits is subject to the same terms and conditions as the benefits provided under the 401(k) Plan and ESOP. The 401(k) portion of the benefit under the Supplemental Plan is credited with interest at an annual rate equal to the bond equivalent yield on United States Treasury Securities adjusted to a constant maturity of ten years. As previously noted, in 2025 the ESOP was sunset and merged into the 401(k) plan. Benefits payable under the Supplemental Plan are payable to the participant in a lump sum during the calendar year immediately following the calendar year of the earliest to occur of: (i) separation from service; (ii) disability; or (iii) death of the participant. The 401(k) portion of the benefit under the Supplemental Plan is paid in cash and the ESOP portion of the benefit is paid in cash unless the committee administering the Supplemental Plan determines in its sole discretion to pay the equivalent benefit in the form of Provident common stock.

  122. 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, inclusive of a three-year change in control agreement with Messrs. Lyons, Lista, and Vakacherla to participate in the Executive Severance Plan adopted by Provident on July 24, 2025. Under this plan, Messrs. Lyons, Lista, and Vakacherla are eligible for severance with a one-year multiple for separation without cause, and not due to a change in control or a two-year multiple (for Messrs. Lista and Vakacherla) and a three-year multiple for Mr. Lyons in the event of a change in control or for good reason following a prescribed period after a change in control. The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, as of December 31, 2025, pursuant to such individual’s employment agreement or the Executive Separation Plan, as applicable, in the event of termination of such executive’s employment under the circumstances noted in the tables. No payments are required due to a voluntary termination under the employment agreement or Executive Severance Plan. The amount of compensation and benefits payable to each named executive officer upon an involuntary termination without cause or a termination by the executive for Good Reason, in each case following a change in control and in the event of disability (with respect to Messrs. Labozzetta’s and Shara’s employment agreements) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2025, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his termination. The amounts shown relating to unvested stock awards are based on the fair market value of our common stock on December 31, 2025, the last trading day of 2025, of $19.75 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in the agreements with Messrs. Labozzetta and Shara.

  123. Potential Payments Upon Termination or Change in Control

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  124. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Potential Payments Upon Termination or Change in Control as of December 31, 2025

  125. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Anthony J. Labozzetta | Employment Agreement | Employment Agreement | | Change in Control Agreement | | | | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability ($)(2)(3) | Death ($)(3) | Termination w/o Cause or for Good Reason ($)(4) | | Salary | 2,000,001 | 1,500,000 | — | 3,000,001 | | Incentive/Bonus | 1,800,001 | — | — | 2,700,001 | | Total Cash Payments | 3,800,002 | 1,500,000 | 0 | 5,700,002 | | Medical | 50,945 | 38,209 | — | 76,417 | | Dental | 1,236 | 927 | — | 1,854 | | Life Insurance | — | — | — | 3,964 | | Long-Term Disability | — | — | — | 1,782 | | Vision | 101 | 76 | — | 151 | | Total Benefits | 52,282 | 39,212 | 0 | 84,168 | | Total Cash & Benefits | 3,852,284 | 1,539,212 | 0 | 5,784,170 | | Value Unvested Options | — | — | — | — | | Value Unvested Awards | — | 3,643,620 | 3,643,620 | 3,643,620 | | TOTAL | 3,852,284 | 5,182,832 | 3,643,620 | 9,427,790 |

  126. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Salary benefit is based on 24 months of base salary pursuant to the new Employment Agreement effective June 26, 2025. Incentive benefit is based on 24 months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on the Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage less the active employee premium for such coverage for twenty-four (24) months. | | (2) Represents 75% of base salary along with benefit payments for the length of COBRA coverage of 18 months. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. The Disability payment has been calculated for two (2) years until the executive turns 65. Treatment of unvested equity in event of disability is detailed in footnote 3. | | (3) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. | | (4) Pursuant to the new Employment Agreement effective June 26, 2025, Provident Bank shall pay Mr. Labozzetta a single lump sum cash payment in an amount equal to three (3) times the sum of: (i) the Executive’s base salary, at the greater of the Base Salary in effect on the Change in Control or his Termination Date, and the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Health and welfare benefits payable are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage less the active employee premium for such coverage for thirty-six (36) months. In addition, Mr. Labozzetta shall receive a lump sum cash payment in an amount equal to Provident Bank’s cost (at active employee rates) equal to thirty-six times Provident Bank’s monthly charge in effect on the Termination Date for life and disability insurance coverage for the Executive. Any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |

  127. Potential Payments Upon Termination or Change in Control as of December 31, 2025

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  128. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Thomas M. Lyons | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability & Death ($)(2) | Termination w/o Cause or for Good Reason ($)(3) | | Salary | 583,500 | — | 1,750,501 | | Incentive/Bonus | 291,750 | — | 875,250 | | Total Cash Payments | 875,250 | — | 2,625,751 | | Medical | 25,370 | — | 76,109 | | Dental | 917 | — | 2,751 | | Vision | 135 | — | 405 | | Total Benefits | 26,422 | — | 79,265 | | Total Cash & Benefits | 901,672 | — | 2,705,016 | | Value Unvested Options | — | — | — | | Value Unvested Awards | — | 1,242,196 | 1,242,196 | | TOTAL | 901,672 | 1,242,196 | 3,947,212 |

  129. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Salary benefit is based on twelve (12) months of base salary pursuant to the new Executive Severance Plan effective July 24, 2025. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. | | (2) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. | | (3) Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is three (3) times for Mr. Lyons, the sum of: (i) the Participant’s base salary, as in effect at the time of a Qualifying Termination, plus (ii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Lyons three (3), and (ii) Provident Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |

  130. Potential Payments Upon Termination or Change in Control as of December 31, 2025

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  131. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | George Lista | Employment Agreement | | Change in Control Agreement | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability & Death ($)(2) | After Change in Control ($)(3) | | Salary | 360,000 | — | 720,001 | | Commission | 353,000 | — | 706,000 | | Incentive/Bonus | 151,589 | — | 303,178 | | Total Cash Payments | 864,589 | 0 | 1,729,179 | | Medical | 11,981 | — | 23,963 | | Dental | 724 | — | 1,448 | | Vision | 71 | — | 142 | | Total Benefits | 12,776 | 0 | 25,553 | | Total Cash & Benefits | 877,366 | 0 | 1,754,732 | | Value Unvested Options | — | — | — | | Value Unvested Awards | — | 446,271 | 446,271 | | TOTAL | 877,366 | 446,271 | 2,201,003 |

  132. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Pursuant to the new Executive Severance Plan effective July 24, 2025, salary and commission benefit is based on twelve (12) months of base salary, plus twelve months of commissions, with commissions calculated based on the average of earned commissions for the two prior completed years. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. | | (2) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. | | (3) Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is two (2) times for Mr. Lista, the sum of: (i) Provident Participant’s base salary plus (ii) annual commission, with commissions calculated based on the average of earned commissions for the two prior completed years, as in effect at the time of a Qualifying Terminations, plus (iii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Lista two (2), and (ii) Provident Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |

  133. Potential Payments Upon Termination or Change in Control as of December 31, 2025

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  134. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Thomas J. Shara | Employment Agreement | Employment Agreement | | Change in Control Agreement | | | | | | After Change in Control | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability ($)(2)(3) | Death ($)(3) | Termination w/o Cause or for Good Reason ($)(4) | | Salary | 760,000 | 570,000 | — | 2,280,000 | | Incentive/Bonus | 710,048 | — | — | 2,130,144 | | Total Cash Payments | 1,470,048 | 570,000 | 0 | 4,410,144 | | Medical | 36,411 | 36,411 | — | 109,234 | | Dental | 2,261 | 2,261 | — | 6,784 | | Life Insurance | 653 | 653 | — | 1,960 | | Long-Term Disability | 594 | 594 | — | 1,782 | | Vision | 205 | 205 | — | 615 | | Total Benefits | 40,124 | 40,124 | 0 | 120,375 | | Total Cash & Benefits | 1,510,172 | 610,124 | 0 | 4,530,519 | | Value Unvested Options | — | — | — | — | | Value Unvested Awards | — | 2,373,674 | 2,373,674 | 2,373,674 | | TOTAL | 1,510,172 | 2,983,798 | 2,373,674 | 6,904,193 |

  135. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Salary benefit is based on 12 months pursuant to the Employment Agreement. | | (2) Represents 75% of base salary over a 12 month period along with 12 months of benefit payments. Payments will commence on the effective date of the executive’s termination and will end on the earlier of: (i) the date the executive returns to full-time employment; (ii) full-time employment with another employer; (iii) attaining the age of 65; or (iv) the executive’s death. | | (3) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. | | (4) Pursuant to his Change in Control agreement, Provident Bank shall pay Mr. Shara (1) a cash severance payment equal to three times the average of the executive’s annual compensation (aggregate base salary and other cash compensation) during the three completed calendar years preceding the year in which the change in control occurs and (2) coverage for the executive (and family, if applicable) under all group insurance and health plans for a period of three years or a lump sum payment equivalent to thirty six (36) times the monthly cost of to the executive of COBRA benefits. Any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |

  136. Potential Payments Upon Termination or Change in Control as of December 31, 2025

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  137. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Ravi Vakacherla | | | Change in Control Agreement | | Benefit | Termination w/o Cause or for Good Reason ($)(1) | Disability & Death ($)(2) | After Change in Control ($)(3) | | Salary | 475,400 | — | 950,800 | | Incentive/Bonus | 237,700 | — | 475,400 | | Total Cash Payments | 713,100 | 0 | 1,426,200 | | Medical | 36,596 | — | 73,192 | | Dental | 1,491 | — | 2,981 | | Vision | 209 | — | 418 | | Total Benefits | 38,296 | 0 | 76,591 | | Total Cash & Benefits | 751,396 | 0 | 1,502,791 | | Value Unvested Options | — | — | — | | Value Unvested Awards | — | 1,007,170 | 1,007,170 | | TOTAL | 751,396 | 1,007,170 | 2,509,961 |

  138. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | (1) Salary benefit is based on twelve (12) months of base salary pursuant to the new Executive Severance Plan effective July 24, 2025. Incentive benefit is based on twelve (12) months of the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). Group health benefits are based on Provident Bank reimbursing the Executive in an amount equal to the monthly COBRA premium paid by the Executive for such coverage for twelve (12) months. | | (2) Under the 2019 and 2024 Long-Term Incentive Plans upon Termination of Service for reason of Death or Disability all unvested Restricted Stock Awards and Restricted Stock Units shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the termination date. | | (3) Pursuant to the new Executive Severance Plan effective July 24, 2025, Provident Bank shall pay the Participant a single lump sum payment equal to the Applicable Multiple, which is two (2) times for Mr. Vakacherla, the sum of: (i) the Participant’s base salary, as in effect at the time of a Qualifying Terminations, plus (ii) the cash incentive that would be paid or payable to the Participant receiving the annual incentive at target for Provident Bank’s fiscal year in which date of termination occurs (or the prior fiscal year if the target incentive opportunity has not yet been determined). In addition, a lump sum cash payment in an amount equal to the product of (i) twelve times the Applicable Multiple, for Mr. Vakacherla two (2), and (ii) the Bank’s monthly COBRA coverage in effect on the date of Qualifying Termination for the type of Bank-provided group health plan coverage in effect for the Participant on the date of Qualifying Termination. Equity treatment under a Change in Control is defined in the 2019 and 2024 Long-Term Incentive Plans and associated grant agreements, as follows, any unvested equity awards shall vest, including outstanding performance share units which vest at target if the performance period is not completed prior to the Change in Control. |

  139. Potential Payments Upon Termination or Change in Control as of December 31, 2025

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  140. 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 2025, to the median of the total annual compensation of our employees except Mr. Labozzetta for 2025. Our median employee for this calculation was determined using total annual compensation data for all our active employees, excluding Mr. Labozzetta as of December 31, 2025. We included all active employees including those employed on a full-time, part-time, or seasonal basis. We did not annualize or prorate the data used in the calculation. Total annual compensation used to arrive at the median employee was consistent with that used to calculate total annual compensation for the named executive officers as required by the SEC, excluding the change in pension value and nonqualified deferred compensation earnings and the value of other benefits available on a non-discriminatory basis to all our employees, such as company contributions to health, life, and disability insurance. After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $85,110 for 2025, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table. The total annual compensation for Mr. Labozzetta for the same period was $3,521,400. The ratio of Mr. Labozzetta’s total annual compensation to the median total annual compensation of all other employees for 2025 was 41:1.

  141. Pay Ratio Disclosure

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  142. 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 2025, 2024, 2023, 2022, and 2021.

  143. Pay Versus Performance

    | Year | Summary Compensation Table Total for First CEO(1) $ | Summary Compensation Table Total for Second CEO(2) $ | Compensation Actually Paid to First CEO(3) $ | Compensation Actually Paid to Second CEO(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(4) $ | Value of Initial Fixed $100 Investment Based on: | | Net Income $(in millions) | Return on Average Assets(6) | | | | | | | | | TSR(5) | Peer Group TSR(5) | | | | 2025 | 3,521,400 | — | 4,188,694 | — | 1,624,237 | 1,779,422 | $140.64 | $160.37 | 291 | 1.19% | | 2024 | 3,501,092 | — | 3,872,306 | — | 2,579,823 | 2,682,870 | $127.61 | $145.82 | 116 | 0.57% | | 2023 | 2,074,191 | — | 1,600,542 | — | 1,091,424 | 915,642 | $115.25 | $123.35 | 128 | 0.92% | | 2022 | 2,049,292 | — | 1,934,504 | — | 1,218,560 | 1,039,519 | $129.19 | $122.74 | 176 | 1.29% | | 2021 | — | 2,625,561 | — | 4,387,807 | 1,420,405 | 1,889,746 | $140.47 | $139.21 | 168 | 1.26% |

  144. Pay Versus Performance

    | (1) For fiscal years 2022, 2023, 2024, and 2025, this column presents the Summary Compensation Table total for President and Chief Executive Officer Anthony J. Labozzetta, following Mr. Labozzetta’s appointment as President and Chief Executive Officer effective January 1, 2022. |

  145. Pay Versus Performance

    | (2) For fiscal year 2021, this column presents the Summary Compensation Table total for President and Chief Executive Officer, Christopher Martin. |

  146. 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 or change in fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Messrs. Labozzetta and Martin’s total compensation to determine the compensation actually paid. |

  147. Pay Versus Performance

    | (4) The Non-CEO NEOs in the 2025 reporting year are Thomas M. Lyons, George Lista, Thomas Shara, and Ravi Vakacherla. The Non-CEO NEOs in the 2024 reporting year are Thomas M. Lyons, John Kuntz, Valerie O. Murray, Thomas Shara, and Ravi Vakacherla. The Non-CEO NEOs in the 2023 reporting year are Thomas M. Lyons, John Kuntz, Valerie O. Murray, and George Lista. The Non-CEO NEOs in the 2022 reporting year are Christopher Martin, Thomas M. Lyons, John Kuntz, and Valerie O. Murray. The Non-CEO NEOs in the 2021 reporting year are Anthony J. Labozzetta, Thomas M. Lyons, John Kuntz, and Valerie O. Murray. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEO’s total compensation to determine the compensation actually paid. |

  148. 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, 2025. |

  149. 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. |

  150. Pay Versus Performance

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  151. Pay Versus Performance

    | | Anthony J. Labozzetta (PEO) | | | Christopher Martin (PEO) | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported in Summary Compensation Table | $3,521,400 | $3,501,092 | $2,074,191 | $2,049,292 | $2,625,561 | | Pension values reported in Summary Compensation Table | — | — | — | — | — | | Fair value of equity awards granted during fiscal year | (1,200,000) | (1,425,000) | (825,000) | (650,000) | (797,000) | | 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 | 1,361,604 | 1,871,986 | 403,635 | 601,057 | 1,423,024 | | Fair value of equity compensation granted in current year-value at vesting date | — | — | — | — | — | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (117,705) | (239,576) | 952 | (740) | 183,642 | | 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 | 623,395 | 163,804 | (53,235) | (65,105) | 952,580 | | Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | | Compensation Actually Paid to CEO | $4,188,694 | $3,872,306 | $1,600,542 | $1,934,504 | $4,387,807 |

  152. Pay Versus Performance

    | | Non-CEO NEO Averages | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported in Summary Compensation Table | $1,624,237 | $2,579,823 | $1,091,424 | $1,218,560 | $1,420,405 | | Pension values reported in Summary Compensation Table | — | — | (1,272) | — | — | | Fair value of equity awards granted during fiscal year | (393,835) | (365,638) | (280,125) | (428,000) | (389,273) | | 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 | 446,875 | 445,605 | 136,981 | 360,948 | 645,211 | | Fair value of equity compensation granted in current year-value at vesting date | — | 8,564 | — | — | — | | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (34,054) | (65,694) | (5,544) | (7,766) | 26,818 | | 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 | 136,200 | 90,524 | (25,823) | (104,223) | 186,585 | | 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) | — | — | — | | Average Compensation Actually Paid to Non-CEO NEOs | $1,779,422 | $2,682,870 | $915,642 | $1,039,519 | $1,889,746 |

  153. Pay Versus Performance

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  154. 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 2021, 2022, 2023, 2024, and 2025 (collectively, “CAP”) to each of (1) net income, (2) TSR, and (3) ROAA demonstrates that such compensation fluctuates to the extent the company is achieving its goals and increasing value for stockholders in line with the company’s compensation philosophy and performance-based objectives.

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

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

    The three items listed below represent the most important metrics we used to determine CAP for fiscal year 2025:

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

    | 1. | Return on Average Assets |

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

    | 2. | Return on Average Tangible Equity |

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

    | 3. | Earnings Per Share |

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

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  161. Director Compensation

    Director Compensation

  162. Elements of Director Compensation

    Elements of Director Compensation

  163. Director Compensation Table

    Director Compensation Table

  164. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value ($)(2) | All Other Compensation ($)(3) | Total ($) | | James P. Dunigan | 106,250 | 89,992 | — | 9,997 | 206,239 | | Frank L. Fekete(4) | 11,875 | — | — | 4,447 | 16,322 | | Brian M. Flynn | 102,500 | 89,992 | — | 4,447 | 196,939 | | Ursuline F. Foley | 94,375 | 89,992 | — | 4,447 | 188,814 | | Brian A. Gragnolati | 106,875 | 89,992 | — | 4,447 | 201,314 | | James E. Hanson II | 96,875 | 89,992 | — | 4,447 | 191,314 | | Matthew K. Harding | 105,625 | 89,992 | — | 4,447 | 200,064 | | Edward J. Leppert | 110,000 | 89,992 | — | 4,447 | 204,439 | | Nadine Leslie | 73,125 | 89,992 | — | 6,047 | 169,164 | | Robert E. McCracken | 91,250 | 89,992 | — | 4,447 | 185,689 | | John Pugliese | 110,000 | 89,992 | — | 9,997 | 209,989 |

  165. Director Compensation Table

    | (1) The amounts shown reflect the aggregate grant date fair value of the restricted stock units made to each non-management director based on the closing price of the stock on the grant date and computed in accordance with FASB ASC Topic 718. The stock awards were made on May 1, 2025. These stock awards are time-vesting awards that vest in one year. | | (2) The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Mr. Fekete has benefits under this plan. For 2025 there was a negative change in present value of the benefits under the defined benefit plan for Mr. Fekete and no amount is disclosed in the Director Compensation Table. | | (3) All other Compensation includes Dividends paid on Stock Awards granted. For Messrs. Dunigan and Pugliese and Ms. Leslie the amounts shown also include benefits received under an Executive Health Plan. | | (4) Mr. Fekete retired from the Board of Directors on April 24, 2025. |

  166. Director Compensation Table

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