UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |  |
Filed by a Party other than the Registrant |
| Check the appropriate box: | |
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to ss.240.14a-12 |
PROVIDENT FINANCIAL SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
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No fee required. | |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
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Fee paid previously with preliminary materials. | |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
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| 239
Washington Street Jersey City, New Jersey 07302 | ||
Dear Fellow Stockholder:
I am pleased to invite you to attend the 2020 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held on Thursday, April 23, 2020, at 10:00 a.m., local time, at the Delta Hotels Marriott, 515 U.S. Highway 1 South, Iselin, New Jersey.
At our Annual Meeting you will be asked to elect five directors, approve on an advisory (non-binding) basis the compensation paid to our named executive officers, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
Your vote is very important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, I encourage you to promptly submit your vote by Internet, telephone or mail, as applicable, to ensure that your shares are represented at our Annual Meeting.
On behalf of the board of directors, officers and employees of Provident Financial Services, Inc., we thank you for your continued support and look forward to seeing you at our Annual Meeting.
Sincerely,
Christopher Martin
Chairman, President and Chief Executive Officer
March 13, 2020
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Annual Meeting
of Stockholders
Meeting Information
THURSDAY, APRIL 23, 2020
10:00 a.m., Local Time
Delta Hotels Marriott
515 U.S. Highway 1 South, Iselin, New Jersey
NOTICE IS HEREBY GIVEN THAT the 2020 Annual Meeting of Stockholders of Provident Financial Services, Inc. will be held at the Delta Hotels Marriott, 515 U.S. Highway 1 South, Iselin, New Jersey, on Thursday, April 23, 2020, at 10:00 a.m., local time, to consider and vote upon the following matters:
| 1. | The election of four persons named in the attached Proxy Statement to serve as directors, each for a three-year term, and the election of one director, named therein for a one-year term. |
| 2. | An advisory (non-binding) vote to approve the compensation paid to our named executive officers. |
| 3. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020. |
| 4. | The transaction of such other business as may properly come before the Annual Meeting, and any adjournment or postponement of the Annual Meeting. |
The board of directors of Provident Financial Services, Inc. established March 2, 2020 as the record date for determining the stockholders who are entitled to notice of, and to vote at the Annual Meeting, and any adjournment or postponement of the Annual Meeting.
Your vote is very important. Please submit your proxy as soon as possible via the Internet, telephone or mail, as applicable. Stockholders of record who attend the Annual Meeting may vote in person, even if they have previously mailed or delivered a signed proxy or voted by Internet or telephone.
By Order of the Board of Directors
John Kuntz, Esq.
Corporate Secretary
Jersey City, New Jersey
March 13, 2020
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Review your proxy statement and vote in one of four ways: | |||
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INTERNET Visit the website on your proxy card |
BY TELEPHONE Call the telephone number on your proxy card |
BY MAIL Sign, date and return your proxy card in the enclosed envelope |
IN PERSON Attend the annual meeting |
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Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
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| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 4 | ||
Internet Availability of Proxy Materials
We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to stockholders over the Internet. As a result, beginning on or about March 13, 2020, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.
If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Stockholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report to Stockholders are enclosed.
If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.
Important Notice Regarding the Availability
of Proxy Materials
for the 2020 Annual Meeting of Stockholders to be Held on April 23, 2020:
Our Proxy Statement and 2019 Annual
Report to Stockholders are available
at www.proxyvote.com
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 5 | ||
The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) is soliciting proxies for our 2020 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting (“Annual Meeting”). The Annual Meeting will be held on Thursday, April 23, 2020 at 10:00 a.m., local time, at the Delta Hotels Marriott, 515 U.S. Highway 1 South, Iselin, New Jersey.
A Notice Regarding the Availability of Proxy Materials is first being sent to our stockholders on March 13, 2020.
The 2020 Annual Meeting of Stockholders
Date, Time and Place: Our Annual Meeting of Stockholders will be held on April 23, 2020, 10:00 a.m., local time, at the Delta Hotels Marriott, 515 U.S. Highway 1 South, Iselin, New Jersey
Record Date: March 2, 2020.
Shares Entitled to Vote: 65,826,269 shares of Provident common stock were outstanding on the record date and are entitled to vote at the Annual Meeting.
Purpose of the Annual Meeting: To consider and vote on the election of five directors, an advisory (non-binding) vote to approve the compensation paid to our named executive officers, and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
Vote Required: Subject to our majority voting policy described under the heading “Corporate Governance Matters” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is withheld. The advisory vote to approve executive compensation and the ratification of KPMG LLP as our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN”.
Board Recommendation: Our board of directors recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, and “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
Provident: Provident is a Delaware corporation and the bank holding company for Provident Bank, an FDIC-insured New Jersey-chartered capital stock savings bank that operates a network of full-service branch offices throughout northern and central New Jersey and eastern Pennsylvania. Our principal executive offices are located at 239 Washington Street, Jersey City, New Jersey 07302. Our telephone number is (732) 590-9200.
March 2, 2020 is the record date for determining the stockholders of record who are entitled to vote at the Annual Meeting. On March 2, 2020, 65,826,269 shares of Provident common stock, par value of $0.01 per share, were outstanding and held by approximately 4,523 holders of record. The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting.
Each holder of shares of our common stock outstanding on March 2, 2020 will be entitled to one vote for each share held of record. However, our certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of our common stock are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 7 | ||
The purpose of the Annual Meeting is to elect five directors, vote on an advisory basis on executive compensation, and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020. We may adjourn or postpone the Annual Meeting for the purpose of allowing additional time to solicit proxies.
Our board of directors is not aware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, we intend that shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies in their best judgment.
You may vote your shares:
| • | In person at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person if they have a legal proxy from their bank or broker. |
| • | By telephone or Internet (see the instructions at www.proxyvote.com). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials. |
| • | By written proxy. All stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating and mailing the enclosed Proxy Card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker. |
If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted “FOR” the election of the five nominees for director, “FOR” approval of the executive compensation paid to our named executive officers, and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
Participants in Provident Benefit Plans
If you are a participant in our Employee Stock Ownership Plan or 401(k) Plan, or any other benefit plans sponsored by us through which you own shares of our common stock, you will have received a Notice Regarding the Availability of Proxy Materials by e-mail. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of our common stock allocated to his or her plan account. If you own shares through any of these plans and you do not vote by April 19, 2020, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans.
The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes (unvoted proxies submitted by a bank or broker) will be counted for the purpose of determining whether a quorum is present.
Subject to our majority voting policy described under the heading “Corporate Governance Matters” in this Proxy Statement, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees proposed is “Withheld.” The advisory vote on executive compensation, and the ratification of the appointment of our independent registered public accounting firm are each determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “Abstain.”
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 8 | ||
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:
| • | submitting a written notice of revocation to our Corporate Secretary prior to the voting of such proxy; |
| • | submitting a properly executed proxy bearing a later date; |
| • | voting again by telephone or Internet (provided such new vote is received on a timely basis); or |
| • | voting in person at the Annual Meeting; however, simply attending the Annual Meeting without voting will not revoke an earlier proxy. |
Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:
Provident Financial Services, Inc.
100 Wood Avenue South
P.O. Box 1001
Iselin, New Jersey 08830-1001
| Attention: | John Kuntz Corporate Secretary |
If your shares are held in street name, you should follow your bank’s or broker’s instructions regarding the revocation of proxies.
Provident will bear the entire cost of soliciting proxies from you. In addition to solicitation of proxies by mail, we will request that banks, brokers and other holders of record send proxies and proxy materials to the beneficial owners of our common stock and secure their voting instructions, if necessary. We will reimburse such holders of record for their reasonable expenses in taking those actions. Equiniti (US) Services LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $5,000 plus reasonable expenses for their services. If necessary, we may also use several of our employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile, e-mail or letter.
Unless you have provided us contrary instructions, we have sent a single copy of these proxy materials to any household at which one or more stockholders reside if we believe the stockholders are members of the same household. Each stockholder in the household will receive a separate Proxy Card. This process, known as “householding,” reduces the volume of duplicate information and helps reduce our expenses. If you would like to receive your own set of proxy materials, please follow these instructions:
| • | If your shares are registered in your own name, contact our transfer agent and inform them of your request to revoke householding by calling them at 1-888-542-1061, or by writing them at Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. |
| • | If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly. |
Recommendation of the Board of Directors
Your board of directors recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” approval of the compensation paid to our named executive officers, and “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 9 | ||
Security Ownership of Certain Beneficial Owners and Management
Persons and groups who beneficially own in excess of five percent of Provident’s issued and outstanding shares of common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table shows, as of March 2, 2020, certain information as to persons who beneficially owned more than five percent of the issued and outstanding shares of our common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the issued and outstanding shares of our common stock as of March 2, 2020.
Principal Stockholders
| Name and Address of Beneficial Owner | Number of Shares Owned and Nature of Beneficial Ownership |
Percent
of Shares of Common Stock Outstanding(1) |
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| Provident Bank Employee Stock Ownership Plan Trust GreatBanc Trust Company, Trustee 801 Warrenville Road, Suite 500 Lisle, Illinois 60532 |
3,829,757 | (2) | 5.8% | |
| Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 |
5,418,587 | (3) | 8.2% | |
| BlackRock, Inc. 55 East 52nd Street New York, New York 10055 |
9,479,411 | (4) | 14.4% | |
| The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
6,460,354 | (5) | 9.8% |
| (1) | Based on 65,826,269 shares of Provident common stock outstanding as of March 2, 2020. |
| (2) | This information is based on Amendment No. 16 to Schedule 13G filed with the SEC on February 6, 2020 by GreatBanc Trust Company, as Trustee on behalf of Provident Bank Employee Stock Ownership Plan Trust. According to the filing, Provident Bank Employee Stock Ownership Plan Trust had: (i) sole power to vote or direct the vote of 1,456,490 shares of Provident common stock; (ii) shared power to vote or direct the vote of 2,373,267 shares of Provident common stock; (iii) sole power to dispose or direct the disposition of 3,706,496 shares of Provident common stock; and (iv) shared power to dispose or direct the disposition of 123,261 shares of Provident common stock. |
| (3) | This information is based on Amendment No. 12 to Schedule 13G filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP. |
| (4) | This information is based on Amendment No. 11 to Schedule 13G filed with the SEC on February 4, 2020 by BlackRock, Inc. |
| (5) | This information is based on Amendment No. 8 to Schedule 13G filed with the SEC on February 12, 2020 by The Vanguard Group. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 10 | ||
Management
The following table shows certain information about shares of our common stock owned by each nominee for election as director, each incumbent director whose term of office continues following the Annual Meeting, each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 2, 2020.
| Name | Position(s) held with Provident Financial Services, Inc. and/or Provident Bank |
Shares Owned Directly and Indirectly(1) |
Shares Subject to Stock Options(2) |
Beneficial Ownership |
Percent
of Class(3) |
Unvested Stock Awards Included in Beneficial Ownership | ||||||
| Nominees | ||||||||||||
| Robert Adamo | Director | 12,744 | — | 12,744 | * | 3,432 | ||||||
| Laura L. Brooks | Director | 65,713 | — | 65,713 | * | 3,432 | ||||||
| Ursuline F. Foley | Director | 7,128 | 7,128 | * | 3,128 | |||||||
| Terence Gallagher | Director | 20,939 | — | 20,939 | * | 3,432 | ||||||
| Carlos Hernandez | Director | 80,691 | — | 80,691 | * | 3,432 | ||||||
| Incumbent Directors | ||||||||||||
| Thomas W. Berry | Director | 100,632 | — | 100,632 | * | 3,432 | ||||||
| James P. Dunigan | Director | 13,358 | — | 13,358 | * | 3,432 | ||||||
| Frank L. Fekete | Director | 64,485 | — | 64,485 | * | 3,432 | ||||||
| Matthew K. Harding | Director | 36,865 | — | 36,865 | * | 3,432 | ||||||
| Christopher Martin | Chairman, President and Chief Executive Officer | 570,501 | (4) | 447,037 | 1,017,538 | 1.5% | — | |||||
| John Pugliese | Director | 92,161 | — | 92,161 | * | 3,432 | ||||||
| Executive Officers Who Are Not Directors | ||||||||||||
| Donald W. Blum** (5) | Executive Vice President and Chief Lending Officer | 119,985 | — | 119,985 | * | 4,214 | ||||||
| John Kuntz | Senior Executive Vice President and Chief Administrative Officer | 120,921 | — | 120,921 | * | 4,898 | ||||||
| Thomas M. Lyons | Senior Executive Vice President and Chief Financial Officer | 190,363 | — | 190,363 | * | 20,335 | ||||||
| Valerie O. Murray** | Executive Vice President, Chief Wealth Management Officer and President of Beacon Trust Company | 33,637 | — | 33,637 | * | 4,002 | ||||||
| All directors and executive officers as a group (22 persons) | 1,799,784 | 447,037 | 2,246,821 | 3.4% | 90,535 | |||||||
| * | Less than 1% |
| ** | Not officers of Provident Financial Services, Inc. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 11 | ||
| (1) | The amounts shown for executive officers include shares held in our 401(k) Plan and shares allocated to the executive officer in our Employee Stock Ownership Plan (“ESOP”) as follows: |
| Name | 401(k) Plan Shares | ESOP Shares | |
| Christopher Martin | 157,986 | 16,757 | |
| Donald W. Blum(5) | 7,602 | 20,939 | |
| John Kuntz | 5,598 | 20,631 | |
| Thomas M. Lyons | 41,947 | 14,858 | |
| Valerie O. Murray | 11,332 | 4,904 | |
| All executive officers as a group (12 persons) | 227,223 | 121,341 |
| (2) | Includes shares underlying stock options that are presently exercisable or will become exercisable within 60 days of March 2, 2020. |
| (3) | Based on 65,826,269 shares of Provident common stock outstanding as of March 2, 2020. Shares subject to stock options that are presently exercisable or will become exercisable within 60 days of March 2, 2020 are deemed outstanding for computing the percentage ownership of the person holding such stock options, but are not deemed outstanding for purposes of computing the percentage ownership of other persons. |
| (4) | Includes 17,785 shares held by Mr. Martin in the First Savings Bank Directors’ Deferred Fee Plan. |
| (5) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 12 | ||
Proposal 1 Election of Directors
Our board of directors currently consists of eleven members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified. A director is not eligible to be elected or appointed to either board of directors after reaching age 73.
Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Robert Adamo, Laura L. Brooks, Terence Gallagher and Carlos Hernandez for election as directors at the Annual Meeting. In addition, Ursuline F. Foley, who was first appointed to the boards of directors of Provident and Provident Bank in June 2019, is being nominated for election by the stockholders to the class of directors whose terms expire in 2021.
All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Ms. Foley, each of them was previously elected by our stockholders. Ms. Foley was recommended for consideration by the non-management directors and was appointed to the boards of directors of Provident and Provident Bank on June 20, 2019. 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.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT. |
Our board of directors is comprised of individuals with considerable and varied business experiences, backgrounds, skills and qualifications. Collectively, they have a strong knowledge of our company’s business, strategy and markets and are committed to enhancing long-term stockholder value.
Our Governance/Nominating Committee is responsible for identifying and selecting director candidates who meet the evolving needs of our board of directors. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria weighed by the Governance/Nominating Committee in the director identification and selection process include the relevance of a candidate’s experience to our business, enhancement of the diversity of experience of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.
While the Governance/Nominating Committee does not have a formal policy regarding diversity on our board of directors, consideration is given to nominating persons with different perspectives and experience to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 27% of our directors are women or minorities.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 13 | ||
The following table states the name, the year service as a director commenced, and the term expiration date for each of our nominees for election as directors and each incumbent director whose term of office continues following the Annual Meeting.
| Name | Position(s) held with Provident Financial Services, Inc. and Provident Bank |
Director Since(1) |
Expiration of Term |
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| Nominees | |||||||
| Robert Adamo | Director | 2016 | 2020 | ||||
| Laura L. Brooks | Director | 2006 | 2020 | ||||
| Terence Gallagher | Director | 2010 | 2020 | ||||
| Carlos Hernandez | Director | 1996 | 2020 | ||||
| Ursuline F. Foley | Director | 2019 | 2021 | (2) | |||
| Incumbent Directors | |||||||
| Christopher Martin | Chairman, President and Chief Executive Officer | 2005 | 2021 | ||||
| John Pugliese | Director | 2014 | 2021 | ||||
| Thomas W. Berry | Director | 2005 | 2022 | ||||
| James P. Dunigan | Director | 2018 | 2022 | ||||
| Frank L. Fekete | Director | 1995 | 2022 | ||||
| Matthew K. Harding | Director | 2013 | 2022 |
| (1) | Reflects initial appointment to the board of directors of Provident Bank in the case of Messrs. Fekete and Hernandez. |
| (2) | Ms. Foley was appointed to the board of directors on June 20, 2019 to the class of directors whose terms expire in 2021. She has been nominated to be elected to a one-year term. |
The age and business experience of each of our nominees for election as directors and the incumbent directors whose term of office continues following the Annual Meeting, and directorships held by them with other public companies during the past five years, as well as their qualifications, attributes and skills that led our board of directors to conclude that each such person should serve as a director are as follows:
| ROBERT ADAMO | |
INDEPENDENT
Age 65
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Biography:
Mr. Adamo retired from the international public accounting and consulting firm of Deloitte LLP after a 40-year career where he served as a senior partner and as a member of the board of directors. He currently serves on the board of directors of Greater New York Councils-Boy Scouts of America. Mr. Adamo is a certified public accountant and his diverse background and broad experience in public accounting enhances our board of directors’ oversight of financial reporting and disclosure issues, and he qualifies as an Audit Committee financial expert. |
| THOMAS W. BERRY | |
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INDEPENDENT
Age 72
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Biography:
Mr. Berry retired from investment banking in 1998 after a 26-year career with Goldman Sachs & Co. where he served as a partner since 1986. Mr. Berry is a director of the Hyde and Watson Foundation. He has an extensive financial background and considerable experience in investment banking, as well as a strong knowledge of the capital markets, which are valuable to our board of directors in its assessment of Provident’s sources and uses of capital. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 14 | ||
| LAURA L. BROOKS | |
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INDEPENDENT
Age 67
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Biography:
Ms. Brooks is retired. She previously served as Vice President-Risk Management and Chief Risk Officer of PSEG in Newark, New Jersey. She serves on the Advisory Board for the Enterprise Risk Management Program at North Carolina State University and is a North Carolina State ERM Fellow. She is a former member of the board of directors of the National Association of Corporate Directors-New Jersey Chapter, and former Chair of the board of trustees of Philip’s Education Partners. Ms. Brooks’ extensive background in enterprise risk management provides a valuable resource to our board of directors in meeting its responsibility for risk management oversight. |
| JAMES P. DUNIGAN | |
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INDEPENDENT
Age 67
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Biography:
Mr. Dunigan has over 30 years of financial services industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is the Chair of the Philadelphia Chapter of National Association of Corporate Directors and the immediate past President of the Union League of Philadelphia. He also serves on the Advisory Committee of Strategas Research Partners, a global institutional brokerage and advisory firm. His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors. |
| FRANK L. FEKETE | |
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INDEPENDENT
Age 68
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Biography:
Mr. Fekete is a certified public accountant and the Managing Partner of the accounting firm of Mandel, Fekete & Bloom, CPAs, located in Jersey City, New Jersey. He serves on the board of trustees of St. Peter’s University, Hackensack Meridian Health Network, and John Cabot University, Rome, Italy. He has over 35 years of public accounting experience, including supervision of audits of public companies. This experience benefits our board of directors in its oversight of financial reporting and disclosure issues, and Mr. Fekete qualifies as an Audit Committee financial expert. |
| URSULINE F. FOLEY | |
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INDEPENDENT
Age 59
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Biography:
Ms. Foley is retired. 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 Chairman Emeritus, former President and current Board Member for Fairfield Westchester Society for Information Management, and is a member of Pace University Seidenberg School Advisory Board, University of Bridgeport Advisory Board, Rutgers University Cyber Security Advisory Board, Accenture Insurance Innovation Advisory Board and a member of the National Association of Corporate Directors. Ms. Foley’s extensive global experience in financial services and technology strengthens our boards’ breadth of talent and depth of knowledge.
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| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 15 | ||
| TERENCE GALLAGHER | |
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INDEPENDENT
Age 64
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Biography:
Mr. Gallagher is President of Battalia Winston, a national executive search firm headquartered in New York, New York. He has served on the Americas Board for the Association of Executive Search Consulting Firms and the Advisory Committee for the National Association of Corporate Directors-New Jersey Chapter. Mr. Gallagher’s considerable background in human capital management, management succession planning, executive recruitment and retention and executive compensation provides our board of directors valuable experience. |
| MATTHEW K. HARDING | |
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INDEPENDENT
Age 56
|
Biography:
Mr. Harding is Chief Executive Officer and a member of the board of directors of Levin Management Corporation, a leading retail real estate services firm. Mr. Harding serves as Vice President of The Philip and Janice Levin Foundation and as Trustee of the Gill St. Bernards School. Mr. Harding’s experience provides our board of directors with a comprehensive understanding of the real estate markets from a competitive and a credit risk perspective. |
| CARLOS HERNANDEZ | |
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INDEPENDENT
Age 70
|
Biography:
Mr. Hernandez is retired. He previously served as President of New Jersey City University, located in Jersey City, New Jersey. As a local civic leader, he has served, and continues to serve on many local not-for-profit boards and brings to our board of directors an extensive knowledge of local markets and the communities served by Provident. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 16 | ||
| CHRISTOPHER MARTIN | |
|
Age 63
|
Biography:
Mr. Martin has served as Chairman since April 2010 and as President and Chief Executive Officer of Provident and Provident Bank since September 2009. He serves on the boards of directors of the Federal Home Loan Bank of New York and the New Jersey Bankers Association. Mr. Martin’s extensive banking experience and knowledge of financial markets and investments enhance the breadth of experience of our board of directors. |
| JOHN PUGLIESE | |
|
INDEPENDENT
Age 60
|
Biography:
Mr. Pugliese is Chief Executive Officer of Motors Management Corporation which provides management oversight and direction to one of the top automobile dealership groups in the country. He formerly served as EVP and Head of Retail Banking for the Bank of New York Mellon. Mr. Pugliese serves as Chairman of the board of directors of Buzz Points (formerly Fisoc, Inc.,) a company that provides services and products to community banks and credit unions and is a member of the Board of Trustees of St. Peters Prep. He formerly served on 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 and Fintech enhance the overall experience and qualifications of our board of directors.
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| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 17 | ||
The age and business experience of Provident’s executive officers who are not directors are as follows:
Finn M. W. Caspersen, Jr.
Age 50
Mr. Caspersen has been Executive Vice President - Director of Retail Banking Operations of Provident Bank since August 2018. Previously, he held various executive positions at Peapack-Gladstone Bank, including Chief Strategy Officer, Chief Operating Officer, Chief Risk Officer and General Counsel.
James A. Christy
Age 52
Mr. Christy has been Executive Vice President and Chief Risk Officer of Provident Bank since February 2018, and prior to that time he was Senior Vice President and Chief Risk Officer since January 2012. He previously served as Senior Vice President & General Auditor since January 2009.
Brian Giovinazzi
Age 65
Mr. Giovinazzi has been Executive Vice President and Chief Credit Officer of Provident Bank since December 2008.
John Kamin
Age 62
Mr. Kamin has been Executive Vice President and Chief Information Officer of Provident Bank since May 2017, and prior to that time, he was Executive Vice President and Chief Information Officer of Old National Bank located in Evansville, Indiana since 2011.
John Kuntz
Age 64
Mr. Kuntz has been Senior Executive Vice President, General Counsel and Corporate Secretary of Provident and Senior Executive Vice President and Chief Administrative Officer of Provident Bank since January 2019, and prior to that time, he was Executive Vice President, General Counsel and Corporate Secretary of Provident and Executive Vice President and Chief Administrative Officer of Provident Bank since January 2011.
Thomas M. Lyons
Age 55
Mr. Lyons has been Senior Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2019, and prior to that time, he was Executive Vice President and Chief Financial Officer of Provident and Provident Bank since January 2011.
Josephine Moran
Age 56
Ms. Moran has been Executive Vice President - Director of Retail Banking of Provident Bank since August 2018. Prior to that time, she was Senior Vice President - Regional Manager Retirement Services for Webster Bank since 2016. She previously served as Executive Vice President - Director of Retail for Columbia Bank since October 2015, and Executive Vice President - Region President for Santander Bank since 2011.
Valerie O. Murray
Age 45
Ms. Murray is President of Beacon Trust Company, a wholly owned subsidiary of Provident Bank since February 2017, and Executive Vice President and Chief Wealth Management Officer of Provident Bank since January 2019. Prior to that time she was Senior Vice President and Chief Wealth Management Officer of Provident Bank since February 2017. She previously served as Chief Operating Officer of Beacon Trust Company since January 2016, and prior to that time, she served as Executive Managing Director and Vice President of Beacon Trust Company since 2011.
Frank S. Muzio
Age 66
Mr. Muzio has been Executive Vice President and Chief Accounting Officer of Provident Bank since February 2018, and prior to that time, he served as Senior Vice President and Chief Accounting Officer since 2011.
Carolyn Powell
Age 54
Ms. Powell joined Provident Bank as Executive Vice President and Chief Human Resources Officer on March 2, 2020. She previously served as Vice President, Human Resources for Conduent, a leading business services and solutions company since 2017. Prior to that time she was a Director of Human Resources with Horizon Blue Cross Blue Shield of New Jersey.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 18 | ||
Our board of directors and management are committed to maintaining sound corporate governance principles and the highest standards of ethical conduct. We are in compliance with applicable corporate governance laws and regulations. The following are some key features of our corporate governance practices:
| • | 91% of our board is independent, including the Lead Director. |
| • | 27% of our board of directors are women or minorities. |
| • | Our board conducts annual self-evaluations. |
| • | The board reviews management talent and executive succession planning on a regular basis. |
| • | Our board regularly focuses on strategy with management and annually meets off-site for strategy updates and formation. |
| • | We have robust stock ownership guidelines for our directors and named executive officers. |
| • | Our director attendance for board and board committee meetings averaged 96%, and each of our directors attended at least 87% of board and board committee meetings on which they served. |
| • | Our board has oversight of risk management with a focus on the significant risks facing our company. |
| • | We regularly invite industry experts to meet with our board regarding key industry developments. |
| • | Although there are no term limits for directors, we value board refreshment, and five of our ten non-management directors have been added to the board in the last six years. |
Board of Directors Meetings and Committees
Our board of directors meets quarterly, or more often as may be necessary. The board of directors met nine times in 2019. There are five standing committees of the board of directors: the Audit, Compensation, Risk, Technology and Governance/Nominating Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law.
All directors attended no fewer than 75% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2019. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended no fewer than 75% of the aggregated total number of meetings in 2019. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 25, 2019 attended the meeting, with the exception of Carlos Hernandez who was unable to attend due to a family emergency.
Board Leadership Structure
Our board of directors believes that combining the Chairman and Chief Executive Officer positions, together with the appointment of an independent Lead Director, is the appropriate board leadership structure for our company. Carlos Hernandez currently serves as the Lead Director. Our board of directors has determined that the Chief Executive Officer is most knowledgeable about our business and corporate strategy, and is in the best position to lead the board of directors, especially in relation to its oversight of corporate strategy formation and execution. Management accountability and our board’s independence from management are best served by maintaining a super majority of independent directors, electing an independent Lead Director, and maintaining standing board committees that are comprised of independent leadership and members. The Lead Director plays an important role on our board of directors and has the following responsibilities:
| • | Schedules executive sessions of the non-management directors without management present at least twice each year and advises the Chairman and Chief Executive Officer of the schedule for such executive sessions. |
| • | With input from the non-management directors, develops agendas for, and presides over the executive sessions. The Lead Director provides the Chairman and Chief Executive Officer with timely feedback from the executive sessions. |
| • | Acts as the principal liaison between the non-management directors and the Chairman and Chief Executive Officer on issues relating to the working relationship between our board and management, including providing input as to the quality and timeliness of information provided by management to ensure that the conduct of board meetings allows adequate time for discussion of important issues and that appropriate information is made available to our board on a timely basis. |
| • | Provides input to the Chairman and Chief Executive Officer regarding board meeting agendas and meeting materials based on requests from the non-management directors. |
| • | Attends board committee meetings as a non-member at the invitation of the respective committee chair. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 19 | ||
Risk Oversight/Risk Committee
Our entire board of directors is engaged in risk management oversight. A separate standing Risk Committee of the board facilitates our board’s risk oversight responsibilities. The current members of the Risk Committee are: Ms. Brooks (Chair) and Messrs. Adamo, Berry and Dunigan. Each member of the Risk Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. The Risk Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. The Committee met seven times during 2019.
The Risk Committee oversees the overall risk management activities employed by management in pursuit of:
| • | maintaining an effective culture of discipline that provides proper guidance and support for a sound, effective and coordinated enterprise risk management process designed to identify potential events that may affect our business and to appropriately manage risks in order to provide reasonable assurance that our stated objectives will be achieved; and |
| • | identifying potential emerging risks in a routine and systematic manner, assessing the implications of those risks to our business, and managing those risks in a manner consistent with reducing the probability of their occurrence and potential consequences to our company to an acceptable level. |
Our Risk Committee receives regular reports from management and other standing board committees regarding relevant risks and the actions taken by management to adequately address and mitigate those risks.
Corporate Governance Principles
Our board of directors has adopted Corporate Governance Principles which are posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. These Corporate Governance Principles cover the general operating policies and procedures followed by our board of directors including:
| • | establishing the size and composition of our board of directors and the desired 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 membership; and |
| • | reviewing annual compensation paid to the non-management directors as recommended by the Compensation Committee. |
The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Five executive sessions were conducted in 2019. The Lead Director presided over these executive sessions conducted by the non-management directors, all of whom are independent.
Director Independence
The New York Stock Exchange rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no direct or indirect material relationship with the company. The New York Stock Exchange rules require our board of directors to consider all relevant facts and circumstances in determining the materiality of a director’s relationship with Provident and permit the board of directors to adopt and disclose standards to assist the board in making independence determinations. Accordingly, our board of directors has adopted Independence Standards to assist the board in determining whether a director has a material relationship with the company. These Independence Standards, which should be read with the New York Stock Exchange rules, are available on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
Our board of directors conducted an evaluation of director independence, based on the Independence Standards and the New York Stock Exchange rules. In connection with this review, our board of directors considered relevant facts and circumstances relating to relationships that each director and his or her immediate family members and their related interests had with Provident. In connection with its evaluation of director independence, the board considered the following relationships and transactions:
| • | Ms. Brooks’ mother has a home equity line of credit with Provident Bank which has no loan balance outstanding and which existed prior to the time that Ms. Brooks became a director. 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 features; |
| • | 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 which is the non-member manager of a limited liability company. Both the limited partnership and the limited liability company are partners of an entity that has a commercial real estate loan and line of credit with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features; and |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 20 | ||
| • | Mr. Pugliese is a director and treasurer of a private foundation that has an investment management account with Beacon Trust Company, the wealth management subsidiary of Provident Bank. |
After its evaluation, our board of directors affirmatively determined that Messrs. Adamo, Berry, Dunigan, Fekete, Gallagher, Harding, Hernandez, and Pugliese and Ms. Brooks and Ms. Foley are each an independent director. The board of directors determined that Mr. Martin is not independent because he serves as President and Chief Executive Officer of Provident.
Governance/Nominating Committee
The current members of our Governance/Nominating Committee are: Messrs. Hernandez (Chair), Berry, Fekete, and Gallagher. Each member of the Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards. The Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. The Committee met six times during 2019.
The functions of our Governance/Nominating Committee include, among other things:
| • | evaluating and making recommendations to the board concerning the number of directors and committee assignments; |
| • | establishing the qualifications, skills, relevant background, and selection criteria for board members; |
| • | making recommendations to the board concerning board nominees; |
| • | conducting evaluations of the effectiveness of the operation of the board; |
| • | developing and maintaining corporate governance principles; |
| • | recommending revisions to the code of business conduct and ethics; |
| • | making recommendations to the board regarding director orientation and continuing education; and |
| • | evaluating the Governance/Nominating Committee’s performance on an annual basis. |
Our Governance/Nominating Committee identifies nominees for director by first assessing the performance, qualifications and skills of the current members of our board of directors willing to continue service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. In the case of a current member of the board of directors, prior to re-nomination an evaluation of the board member’s performance is conducted by the Governance/Nominating Committee using a written self-evaluation submitted by the current member and input from each other director obtained by the Lead Director. The Lead Director provides feedback to each current member being considered for re-nomination based on the input received from other directors.
If a vacancy should exist on our board, or if the size of the board is increased, the Committee will solicit suggestions for director candidates from all board members. In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. Persons under consideration to serve on our board of directors must have the highest personal and professional ethics and integrity.
Annual Board and Committee Performance Evaluations
Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from directors on the functioning of the board, including the board’s committee structure and leadership, culture, process and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed with the Governance/Nominating Committee and at an executive session of the full board conducted by the Lead Director. The board of directors has utilized, and annually considers the use of a third party to assist it in the annual performance evaluation.
Each committee of the board of directors conducts an annual assessment of its performance which is reported to the Governance/Nominating Committee.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 21 | ||
Procedures for the Recommendation of Directors by Stockholders
If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 100 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:
| • | the name and address of the stockholder as they appear on our books, and the number of shares of our common stock that are beneficially owned by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided); |
| • | the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s ownership should be provided); |
| • | a statement of the candidate’s business and educational experience; |
| • | such other information regarding the candidate as would be required to be included in our proxy statement pursuant to SEC Regulation 14A; |
| • | a statement detailing any relationship between the candidate and Provident, Provident Bank and any subsidiaries of Provident Bank; |
| • | a statement detailing any relationship between the candidate and any customer, supplier or competitor of Provident and Provident Bank; |
| • | detailed information about any relationship or understanding between the proposing stockholder and the candidate; and |
| • | a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. |
Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”
Majority Voting Policy
Our board of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote.
The Governance/Nominating Committee will consider the resignation and will recommend to the board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” his or her election. The board will act on the Governance/Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.
Stockholder and Interested Party Communications with the Board
Our stockholders and any other interested party may communicate with the board of directors, the non-management directors, the Lead Director or with any individual director by writing to the Chair of the Governance/Nominating Committee, c/o Provident Financial Services, Inc., 100 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. A communication from a stockholder should indicate that the author is a stockholder and, if shares of our common stock are not held of record, the letter should include appropriate evidence of stock ownership.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 22 | ||
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer, and all persons performing similar functions. Our Code of Business Conduct and Ethics is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Amendments to and waivers from our Code of Business Conduct and Ethics will also be disclosed on Provident Bank’s website.
Transactions With Certain Related Persons
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. However, 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, 2019, Provident Bank had aggregate loans and loan commitments totaling $38,639 to its executive officers, none of which originated in 2019. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or to their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family.
Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independence determinations.
Anti-Hedging Policy
Our stock trading policy prohibits our directors, officers and employees from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. Accordingly, any hedging, derivative or other similar transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of our common stock would affect the value of the shares of common stock owned by a director, officer or employee is prohibited. In addition, the policy provides that our directors, officers and employees should avoid pledging their shares of our common stock as collateral for a margin account or loan.
Technology Committee
The current members of our Technology Committee are: Messrs. Pugliese (Chair) and Harding and Ms. Brooks and Ms. Foley. Each member of the Technology Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards.
The Technology Committee assists the board of directors in its oversight responsibility of our technology strategy, including trends and significant investments, and technology-related risks. The Technology Committee met five times in 2019. Our Technology Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 23 | ||
Audit Committee
The current members of our Audit Committee are: Messrs. Fekete (Chair), Adamo, Dunigan, and Harding and Ms. Foley. Each member of the Audit Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards and under SEC Rule 10A-3.
The duties and responsibilities of the Audit Committee include, among other things:
| • | sole authority for retaining, overseeing and evaluating a firm of independent registered public accountants to audit Provident’s annual financial statements; |
| • | in consultation with the independent registered public accounting firm and the internal auditor, reviewing the integrity of Provident’s financial reporting processes, both internal and external; |
| • | reviewing the financial statements and the audit report with management and the independent registered public accounting firm; |
| • | reviewing earnings and financial releases and quarterly and annual reports filed with the SEC; and |
| • | approving all engagements for services by the independent registered public accounting firm. |
Our Audit Committee met twelve times during 2019. The Audit Committee reports to our board of directors after each meeting on its activities and findings. The board of directors believes that Messrs. Adamo and Fekete each qualify as an Audit Committee financial expert as that term is defined in the rules and regulations of the SEC.
Audit Committee Report
Pursuant to rules and regulations of the SEC, this Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
Our Audit Committee operates under a written charter approved by our board of directors, which is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
Management has primary responsibility for the internal control and financial reporting process, and for making an assessment of the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of our company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue an opinion on those financial statements, and for providing an attestation report on the company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.
As part of its ongoing activities, our Audit Committee has:
| • | reviewed and discussed with management, and our independent registered public accounting firm, the audited consolidated financial statements of Provident for the year ended December 31, 2019; |
| • | discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as amended, and as adopted by the Public Company Accounting Oversight Board; and |
| • | received and reviewed the written disclosures and the letter from our independent registered public accounting firm mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm its independence from Provident. |
Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31, 2019 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 2019 and filed with the SEC. In addition, the Audit Committee approved the re-appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020, subject to the ratification of this appointment by our stockholders.
THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.
Frank L. Fekete (Chair)
Robert Adamo
James P. Dunigan
Ursuline F. Foley
Matthew K. Harding
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 24 | ||
Compensation Committee Matters
Compensation Committee
The current members of our Compensation Committee are: Messrs. Harding (Chair), Gallagher and Pugliese and Ms. Brooks. Each member of the Compensation Committee has been determined to be independent as defined in the New York Stock Exchange corporate governance listing standards. The Compensation Committee is responsible for reviewing the performance of, and the compensation payable to, our named executive officers, including the Chief Executive Officer; the compensation payable to our non-management directors; management development and succession planning; and reviewing and evaluating incentive compensation plans and risks associated with such plans. The Compensation Committee is also responsible for the engagement of the compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). The Compensation Committee’s oversight of our incentive compensation plans includes setting corporate performance measures and goals consistent with principles of safety and soundness, approving awards and administering long-term equity awards. The Compensation Committee met seven times during 2019.
Director compensation is established by our board of directors upon the recommendation of the Compensation Committee and is discussed in this Proxy Statement under the heading “Director Compensation.”
The Compensation Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.
Compensation Committee Interlocks and Insider Participation
Messrs. Gallagher, Harding, and Pugliese and Ms. Brooks served as members of the Compensation Committee during 2019. None of these directors has ever been an officer or employee of Provident and, none of them are executive officers of any other entity where one of our executive officers serves on the compensation committee or the board of directors, or which had any transactions or relationships with us in 2019 that would require specific disclosures in this Proxy Statement under SEC rules.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 25 | ||
Compensation Discussion and Analysis
| TABLE OF CONTENTS | ||
The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing Provident’s compensation programs, as well as the compensation determinations and rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers whom we collectively refer to as our “named executive officers.” Our named executive officers for 2019 were:
| Name | Title |
| CHRISTOPHER MARTIN | Chairman, President and Chief Executive Officer of Provident Financial Services, Inc. and Provident Bank |
| THOMAS M. LYONS | Senior Executive Vice President and Chief Financial Officer of Provident Financial Services, Inc. and Provident Bank |
| DONALD W. BLUM(1) | Executive Vice President and Chief Lending Officer of Provident Bank |
| JOHN KUNTZ | Senior Executive Vice President, General Counsel and Corporate Secretary of Provident Financial Services, Inc. and Senior Executive Vice President and Chief Administrative Officer of Provident Bank |
| VALERIE O. MURRAY | Executive Vice President and Chief Wealth Management Officer of Provident Bank and President of Beacon Trust Company |
| (1) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 26 | ||
Our executive compensation program is designed to align pay with performance in a manner consistent with safe and sound business practices and sustainable financial performance consistent with the interests of our stockholders. The key features of our executive compensation program are:
| • | A pay for performance philosophy aligning executive compensation with business strategies and generating stockholder returns; |
| • | Executive salaries and total compensation evaluated based on peer group data using a regional group of publicly-traded banks of comparable size and business model; |
| • | Annual cash incentive compensation opportunities tied to key corporate performance goals established by the Compensation Committee; |
| • | Long-term incentive compensation opportunities tied to key corporate performance goals established by the Compensation Committee, subject to a relative total stockholder return modifier, over a multi-year period; |
| • | A significant portion (75%) of the value of equity grants to our named executive officers are performance-based; |
| • | No dividends are paid on stock awards subject to performance-vesting conditions unless and until the awards have vested; |
| • | No dividends will be paid on time-vesting stock awards made under our 2019 Long-Term Equity Incentive Plan until the awards vest; |
| • | Incentive compensation plans that provide for risk mitigation and accountability, authorizing our Compensation Committee to condition incentive compensation awards with clawback, deferral, and adjustment provisions, and settlement in stock subject to holding periods; |
| • | Executives are subject to 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 provided for in employment or change in control agreements; |
| • | Active oversight by the Compensation Committee consisting solely of independent directors; and |
| • | Assistance regularly provided to the Compensation Committee by an independent compensation consultant selected by the Compensation Committee. |
Financial and Strategic Highlights
Our Compensation Committee believes that executive compensation should be linked to Provident’s overall financial performance and strategic success and the contribution of its executives to that performance.
Highlights of Provident’s 2019 financial and operating performance include:
| • | Our return on average assets was 1.15%. |
| • | Our return on average tangible equity was 11.71% |
| • | Our net interest margin (net interest income divided by average interest earning assets) showed minimal deterioration at 3.35% for 2019, compared with 3.39% for 2018, despite a declining interest rate environment. |
| • | Loan originations totaled a record $2.83 billion for 2019. |
| • | Total deposits increased $272.5 million to $7.10 billion for 2019 and total core deposits increased $289.0 million to $6.37 billion at December 31, 2019. |
| • | Asset quality remained favorable with total non-performing assets totaling $42.9 million, or 0.44% of total assets at year-end 2019. |
| • | We completed our fourth wealth management acquisition, adding $822.4 million in assets under management and improving profitability. |
| • | We increased our regular quarterly cash dividend 9.5% to $0.23 per share and paid a special dividend of $0.20 per share in the first quarter of 2019. |
| • | Our capital position remained strong and we exceeded all regulatory requirements for well capitalized status. |
Key Executive Compensation Actions
The Compensation Committee regularly reviews the components of our executive compensation program with advice from its independent compensation consultant and after giving due consideration to the most recent nonbinding stockholder advisory vote on executive compensation which resulted in a favorable vote of approximately 96% of the votes cast on the matter, no changes were made to the program.
Highlights of key compensation actions taken in 2019 were:
| • | 2019 Base Salary: Mr. Martin’s base salary increased to $762,000 in 2019, representing a 3.0% increase. The other named executive officers received salary increases of 3.6%, 0%, 5.9% and 7.1% for Messrs. Lyons, Blum (who retired effective March 9, 2020), Kuntz and Ms. Murray, respectively. Mr. Kuntz received a larger |
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base salary increase due to increased reporting responsibilities and to maintain his annual compensation with the median of the comparable peer group for his position. Ms. Murray’s increase in base salary was reflective of her performance and success with the acquisition of Tirschwell & Loewy, a registered investment adviser, and addresses a deficit in her compensation relative to peers in the wealth management business.
| • | 2019 Cash Incentives: Mr. Martin earned a cash incentive of 72.3% of base salary, or $550,627. This represented a cash incentive based on attainment of overall corporate results that were slightly below Target against established performance goals for 2019. Messrs. Kuntz and Lyons and Ms. Murray each earned a cash incentive of 47.5% of base salary, and Mr. Blum earned a cash incentive of 38% of base salary. The 2019 cash incentive payments to the named executive officers, other than Mr. Blum, represent payouts of 95.08% of the Target opportunity. |
| • | 2019 Long-Term Incentives: In 2019, Mr. Martin was granted 20,428 performance-vesting stock awards which 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 return on average tangible equity. The return on average tangible equity performance is subject to a modifier based on relative total stockholder return using an indexed peer group. These performance-based awards represented 75% of the value of the long-term equity award component of his pay. Mr. Martin was also granted 41,685 stock options which vest over three years, or 25% of the value of his long-term equity award. The other named executive officers were granted 75% of the value of their long-term equity in performance-vesting stock awards that vest at the end of a three-year period based upon the same performance goals and modifier applicable to Mr. Martin’s awards, and 25% of the value of their long-term equity in time-vesting stock that vest over three years. |
Our Compensation Committee retained the services of FW Cook to assist with compensation planning and analysis. FW Cook was retained by and reported directly to the Compensation Committee and did not perform any other services for Provident, Provident Bank or their affiliates or their management. The Compensation Committee periodically meets with its compensation consultant in executive session without management.
The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards, and received a report from FW Cook addressing the independence of the firm and its consultants, which included the following factors: (1) that no other services were provided to Provident; (2) fees paid by Provident as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm that are designed to prevent a conflict of interest; (4) that there were no business or personal relationships between the firm and its consultants and any member of the Compensation Committee; (5) any company stock owned by the firm and its consultants; and (6) that there were no business or personal relationships between Provident’s executive officers and the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.
Executive Compensation Philosophy
Our Compensation Committee believes that our executive compensation program is consistent with promoting sound risk management and long-term value creation for our stockholders. The program is intended to align the interests of our executive officers and employees with stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. By offering annual cash incentives, long-term equity compensation and competitive benefits, we strive to attract, motivate and retain a highly qualified and talented team of executives who will help maximize long-term financial performance and earnings growth.
The total compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial and market performance measured against annual and three-year goals, an assessment of the executive’s individual performance and the competitive market. For the named executive officers and other members of executive management, annual and long-term incentive compensation is linked more directly to corporate financial performance, because these executives are in leadership roles that influence corporate financial results.
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 2019, 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 2019 executive compensation determinations:
| • | The SNL Small Cap U.S. Bank & Thrift Index (“SNL Index”) was used to compare long-term performance achievement. |
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The SNL Index includes over 90 banks that the Compensation Committee believes serves as an appropriate measure of Provident’s relative long-term performance.
| • | A regional peer group of 18 publicly traded thrift and banking institutions in the Northeast was used to compare base salary and total compensation. The regional peer group is used for setting compensation levels because these banks are broadly reflective of the environment in which Provident competes for executive talent, and they provide a good indicator of the current competitive range of compensation. Provident’s asset size ($9.81 billion) is higher than, but within a reasonable range of the regional peer median ($10.58 billion). Additional consideration was given to business model and performance. The individual peer banks remained the same as those used in 2018. The current members of the peer group are as follows: |
| Beneficial Mutual Bancorp, Inc.(1) | Flushing Financial Corporation | Northwest Bancshares, Inc. |
| Berkshire Hills Bancorp, Inc. | Fulton Financial Corporation | OceanFirst Financial Corp. |
| Brookline Bancorp Inc. | Independent Bank Corp. | S&T Bancorp, Inc. |
| Community Bank System, Inc. | Investors Bancorp, Inc. | Sterling Bancorp |
| Dime Community Bancshares, Inc. | Lakeland Bancorp | Valley National Bancorp |
| First Commonwealth Financial Corporation | NBT Bancorp Inc. | WSFS Financial Corporation |
| (1) | Acquired by WSFS Financial Corporation effective March 1, 2019. |
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 median levels, actual compensation paid to a named executive officer may vary based on other factors, such as the individual’s performance, experience, responsibilities and competitive market conditions.
Although the Compensation Committee is ultimately responsible for designing our executive compensation program, input from our Chief Executive Officer is critical in ensuring that the Compensation Committee has the appropriate information needed to make informed decisions. The Chief Executive Officer participates in compensation-related actions associated with the other named executive officers purely in an informational and advisory capacity. He presents the other named executive officers’ performance summaries and recommendations relating to their compensation to the Compensation Committee for its review and approval. The Chief Executive Officer neither recommends nor participates in Compensation Committee deliberations regarding his own compensation.
Elements of 2019 Executive Compensation
We pay our named executive officers in accordance with a pay for performance philosophy by providing competitive compensation for demonstrated performance. The Compensation Committee employs a total compensation approach in establishing executive compensation opportunities, consisting of base salary, annual cash incentive compensation, long-term equity awards (which may include performance- and/or time-vesting restricted stock and/or stock options), a competitive benefits package and limited perquisites.
| Compensation Element |
Description or Purpose | Link to Performance | Fixed/Performance- Based |
Short-Long- Term | ||||
| Base Salary | Attract and retain executives | Based on individual performance, experience, and scope of responsibility | Fixed | Short-Term | ||||
| Annual Cash Incentive | Drive performance achievement and create stockholder value | Links executive compensation to factors that are important for the company’s success. | Performance-Based | Short-Term | ||||
| Long-Term Incentive Awards | Align executives with stockholder interests and serve as a retention tool through multi-year vesting | 75% of the value of equity awards are 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. Limited perquisites | Benefit plans maintain competitive total compensation | Fixed | Short- and Long- Term |
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As illustrated below in 2019, approximately 64% of the target compensation (base salary, cash incentives and long-term equity) for Mr. Martin, and approximately 52% of the target compensation to our other named executive officers, was performance-based and not guaranteed.
A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness and experience in the industry, as well as competitive market conditions.
In establishing base salaries for 2019, the Compensation Committee considered our company’s financial performance as well as the peer group and market compensation analysis performed in 2019 by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases for Mr. Martin and the other named executive officers reflected below were appropriate because of strong financial performance in 2018, our relative positioning to peers and broad merit increase budgets. Mr. Kuntz received a larger base salary increase due to increased reporting responsibilities and to maintain his annual compensation with the median of the comparable peer group for his position. Ms. Murray’s increase in base salary was reflective of her performance and success with the acquisition of Tirschwell & Loewy, a registered investment adviser, and addresses a deficit in her compensation relative to peers in the wealth management business.
| Name | 2019 Salary | 2018 Salary | % Change | |||||||
| Christopher Martin | $ | 762,000 | $ | 740,000 | 3.0% | |||||
| Thomas M. Lyons | $ | 487,000 | $ | 470,000 | 3.6% | |||||
| Donald W. Blum(1) | $ | 375,000 | $ | 375,000 | 0% | |||||
| John Kuntz | $ | 450,000 | $ | 425,000 | 5.9% | |||||
| Valerie O. Murray | $ | 375,000 | $ | 350,000 | 7.1% | |||||
| (1) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
Annual Cash Incentive Payment/Executive Annual Incentive Plan for 2019
Annual cash incentive opportunities are provided to our named executive officers in order to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary.
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Our Compensation Committee established the performance goals for 2019 under the Executive Annual 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 2019 were as follows:
| Annual Cash Incentive as a % of Base Salary | |||
| Participant | Threshold | Target | Maximum |
| Chief Executive Officer | 40% | 80% | 120% |
| Other Named Executive Officers | 25% | 50% | 75% |
For Mr. Martin and the other named executive officers, the Compensation Committee established the following 2019 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Incentive Cash Plan:
| Corporate Goals | Weight | Threshold 90% |
Target(1) 100% |
Maximum 105% |
Achievement(2) | ||||
| Earnings Per Share | 40% | $ | 1.66 | $ | 1.85 | $ | 1.94 | $ | 1.78 |
| Net Income (in millions) | 40% | $ | 107.9 | $ | 119.9 | $ | 125.9 | $ | 115.2 |
| Expense Ratio(3) | 20% | 2.26% | 2.10% | 2.07% | 2.02% | ||||
| (1) | Performance is interpolated between the Threshold and Maximum opportunity levels. |
| (2) | Achievement results exclude the financial impact of a $2.8 million adjustment to contingent consideration and $692,000 of merger-related expenses associated with the 2019 acquisition of Tirschwell & Loewy, Inc. |
| (3) | Represents the ratio of non-interest expense divided by average annual assets. |
Under the Executive Annual Incentive Plan, cash incentive payments based on Provident’s actual 2019 financial performance would be made if financial performance met or exceeded 90% of any one of the Corporate Goals (“Threshold”). The payout curve under the annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement.
The overall actual achievement of Corporate Goals for 2019 was above Threshold and slightly below Target for two performance goals (Earnings Per Share and Net Income) and at Maximum for the Expense Ratio performance goal, after excluding the financial impact of the $2.8 million adjustment to contingent consideration and $692,000 of merger-related expenses associated with the 2019 acquisition of Tirschwell & Loewy, Inc. (“T&L expenses”). The Executive Annual Incentive Plan authorizes the Compensation Committee to adjust performance for extraordinary, unusual and/or non-recurring items. Consistent with that authority, the Compensation Committee determined that it was appropriate to exclude the impact of the T&L expenses in assessing actual performance against the Corporate Goals. Based upon the foregoing, and giving effect to the relative weightings of the performance goals, the Compensation Committee authorized payouts below the Target level under the Executive Annual Incentive Plan to the named executive officers as noted in the following table.
| Name | Cash Incentive | % of Salary | % of Target | ||
| Christopher Martin | $ | 550,627 | 72.3% | 90.3% | |
| Thomas M. Lyons | $ | 231,520 | 47.5% | 95.08% | |
| Donald W. Blum(1) | $ | 142,620 | 38.0% | 76.06% | |
| John Kuntz | $ | 213,930 | 47.5% | 95.08% | |
| Valerie O. Murray | $ | 178,275 | 47.5% | 95.08% | |
| (1) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
Our 2019 Long-Term Equity Incentive Plan provides the opportunity to grant various forms of equity incentives on a performance-vesting and time-vesting basis. The Compensation Committee believes that stock ownership by our officers and employees provides a significant incentive in building long-term stockholder value by further aligning the interests of officers and employees with stockholders. This component of compensation increases in importance as Provident’s common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-vesting awards also encourages a long-term strategic focus.
It is the policy of the Compensation Committee to make equity grants when the window for trading by directors and officers in Provident common stock is open under our stock trading policy. Throughout the year, equity awards may be granted to new hires and promoted employees, or to existing employees to recognize superior performance with a grant date effective as of the date of the next regularly scheduled Compensation Committee meeting that falls when the window for trading is open under our stock trading policy.
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The Compensation Committee established the equity component of total compensation as a percentage of base salary for Mr. Martin and other named executive officers, based upon competitive total compensation data previously provided by the independent compensation consultant. To maintain competitive total compensation and to further align executive pay with long-term financial performance, the Compensation Committee generally follows the guidelines below with respect to annual performance-vesting and time-vesting equity grants:
| Participant | 2019 Opportunity Long-Term Equity Target Award as a % of Base Salary |
| Chief Executive Officer | 100% |
| Other Named Executive Officers | 60% |
The composition of the 2019 long-term equity awards was as follows:
| Performance-Vesting | Time-Vesting | ||||
| Participant | Restricted Stock |
Stock Options |
Restricted Stock |
||
| Chief Executive Officer | 75% | 25% | — | ||
| Other Named Executive Officers | 75% | — | 25% | ||
The Compensation Committee determined that for equity grants made in 2019 to all named executive officers including Mr. Martin, 75% of the value of the grants would be subject to performance-vesting, and 25% of the value would be time-vesting over three years. The time-vesting component of Mr. Martin’s equity grant was in the form of stock options which the Compensation Committee viewed as performance-based because value is only realized if there is stock price appreciation over the term of the options.
Performance-vesting grants are measured at the end of a three-year period based upon performance goals established by the Compensation Committee at the time of the equity grant. Currently the performance goals include projections of a multi-year core return on average assets and return on average tangible equity. The core return on average assets measure may exclude unanticipated and non-recurring items of revenue or expense as determined by the Compensation Committee.
The return on average tangible equity portion of the award is subject to a relative total shareholder return (“TSR”) modifier measured against the SNL Small Cap US Banks & Thrifts Index Peer Group. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25th percentile and (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 total shareholder return and maintaining an appropriate level of at-risk compensation for retention purposes.
| 2019-2021 Performance Goals(1) | Threshold | Target | Maximum | |
| Core Return on Average Assets (ROAA) | 60% Weight | |||
| Multi-Year Average Core ROAA | 105 bps | 114 bps. | 124 bps. | |
| Return on Average Tangible Equity (ROATE)(2) | 40% Weight | |||
| Multi-Year ROATE | 10.73% | 12.34% | 13.33% |
| (1) | Performance is interpolated between the Threshold and Maximum opportunity levels. |
| (2) | ROATE is subject to a Relative Total Shareholder Return (TSR) Modifier. The Modifier provides for (i) a downward 20% adjustment of payout if TSR against the peer group is below the 25th percentile and (ii) an upward 20% adjustment of payout if TSR is at or above the 75th percentile. Between the 25th and 75th percentile, the modifier has no impact on payout. |
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 Compensation Committee believes is difficult to achieve.
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| 2019 Performance-Vesting Calibration Long-Term Equity Award as a % of Target | |||
| Participant | Threshold | Target | Maximum |
| Chief Executive Officer | 50% | 100% | 150% |
| Other Named Executive Officers | 50% | 100% | 150% |
No dividends are paid with respect to any stock award subject to performance-vesting conditions unless and until the performance conditions are met and vesting occurs, and only on that portion of the stock award that actually vests. Similarly, there will be no payment of dividends on time-vesting stock awards made under our 2019 Long-Term Equity Incentive Plan, which was approved by stockholders on April 25, 2019, until the awards actually vest.
We offer the named executive officers benefits that are generally available to all employees, including medical and dental, disability insurance, group life insurance coverage, an Employee Stock Ownership Plan (“ESOP”) and a 401(k) Plan with discretionary employer matching contributions. Certain of the named executive officers have accrued benefits under a noncontributory defined benefit pension plan that was frozen as of April 1, 2003 following the adoption of the ESOP. In addition to pension benefits, medical and life insurance benefits are made available to certain employees when they retire. Although these post-retirement benefits have been eliminated, certain employees with ten or more years of service at the time the benefits were eliminated, including Mr. Martin, still qualify for these post-retirement benefits upon retirement. The named executive officers are also eligible for nonqualified benefits under the Non-Qualified Supplemental Defined Contribution Plan designed to make up for the IRS limits on contributions to the tax-qualified 401(k) Plan and ESOP.
The Compensation Committee believes that perquisites should be provided on a limited basis. The following perquisites are currently provided: a club membership for Mr. Martin and the use of a company-owned automobile for Messrs. Martin and Blum. Messrs. Lyons and Kuntz and Ms. Murray are paid a monthly car allowance. All of the named executive officers are eligible for an annual medical examination at Provident’s expense. These limited perquisites are provided to maintain a competitive compensation package.
Elements of Post-Termination Benefits
Employment Agreement
Mr. Martin has an employment agreement with a twelve month term that renews on August 31 of each year for an additional twelve months. The employment agreement provides that if Mr. Martin’s employment is terminated for reasons other than for cause, Mr. Martin would be entitled to:
| • | earned but unpaid base salary through the termination date; |
| • | an annual bonus to which he may be entitled under any cash-based annual bonus or performance compensation plan then in effect; |
| • | benefits due to him as a former employee other than pursuant to the agreement; |
| • | severance pay or liquidated damages equal to his base salary and bonuses due for twelve months following termination, and for these purposes “bonuses due” shall be determined as the greater of: (i) the average annual cash bonus paid to him with respect to the three completed fiscal years prior to the termination; or (ii) the cash bonus paid to him for the last fiscal year prior to the date of termination; and |
| • | the continuation of life, medical, dental and disability insurance coverage for twelve months following termination. |
Mr. Martin may resign from employment for good reason and receive these termination benefits in the event of certain adverse changes in his employment conditions. Under the employment agreement, the termination benefits are subject to Mr. Martin’s compliance with non-solicit and non-compete provisions for a period of six months following his termination. The employment agreement does not provide for benefits for a termination following Mr. Martin’s death, retirement or following a change in control. Benefits relating to a termination following a change in control are provided for in a separate change in control agreement between Provident and Mr. Martin described in the following section “Change in Control Agreements”.
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Change in Control Agreements
Change in control agreements are reserved for a limited number of executives. Benefits are payable under the change in control agreements after the executive’s qualifying termination event as described below following a change in control of Provident. We have entered into a three-year change in control agreement with Messrs. Martin, Kuntz, and Lyons and Ms. Murray. Prior to his retirement effective March 9, 2020, Mr. Blum had a three-year change in control agreement on terms described here. His change in control agreement has been terminated. Each of the agreements renews on the anniversary date of its respective effective date so that the remaining term is three years unless otherwise terminated.
Under the agreements:
Following a change in control and during the term of the agreement, the executive is entitled to a severance payment if:
| • | the executive’s employment is terminated, other than for cause, disability, or retirement; or the executive terminates employment for good reason. |
Good reason is generally defined to include:
| • | the assignment of duties materially inconsistent with the executive’s positions, duties or responsibilities as in effect prior to the change in control; |
| • | a reduction in his or her base salary or fringe benefits; |
| • | a relocation of his or her principal place of employment by more than 25 miles from its location immediately prior to the change in control; or |
| • | a failure by Provident to obtain an assumption of the agreement by its successor. |
The change in control severance payment is equal to three times the highest level of aggregate annualized base salary and other cash compensation paid to the executive during the calendar year termination occurs, or during either of the immediately preceding two calendar years, whichever is greater. In addition, the executive is generally entitled to receive life, health, dental and disability coverage for the remaining term of the agreement. The gross benefits under the change in control agreements for the named executive officers, other than Mr. Martin, are reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code if doing so results in a greater after-tax benefit to the executive.
The Compensation Committee considers these severance and change in control benefits to be an important part of the executive compensation program and consistent with market practice. The Compensation Committee believes that providing appropriate severance benefits helps attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with Provident, and by providing income continuity following an unexpected termination.
Executive Stock Ownership Guidelines
Our Compensation Committee recommended, and our board of directors adopted, stock ownership levels for senior executives expressed as an amount of Provident common stock having a value equal to a multiple of base salary as follows:
| Tier I | Chief Executive Officer | 6 times base salary |
| Tier II | Other Named Executive Officers | 1.5 times base salary |
Each of the named executive officers currently exceeds these guidelines. An executive’s vested restricted stock awards, unvested time-vesting restricted stock awards, and shares of Provident common stock held in the ESOP and 401(k) Plan count toward compliance with the ownership guidelines.
Our stock trading policy prohibits the named executive officers and others from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. In addition, the policy provides that they should avoid pledging their shares of our common stock as collateral for a margin account or loan.
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Our cash and equity incentive awards are subject to clawback provisions contained in our Omnibus Incentive Compensation Plan Document. The clawback provisions provide that if the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirements under the federal securities laws, whether or not as a result of misconduct, any executive officer who received incentive-based compensation based on erroneous data during the three-year period preceding the date of the accounting restatement, is required to reimburse the Company for compensation paid in excess of what would have been paid based on the data reported in the accounting restatement.
The cash and equity incentive awards granted to an employee are also subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events. Such events include termination of employment for cause, violation of material Company policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply, or other conduct that is detrimental to the business or reputation of the Company.
The Compensation Committee believes that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Provident. In addition, the Compensation Committee believes that the mix and design of the elements of our executive compensation program do not encourage management to assume excessive risks. The Omnibus Incentive Compensation Plan Document serves as a core governance document for our cash and equity incentive compensation plans, establishing lines of authority, a foundation for relevant internal controls and procedures, and risk mitigation and accountability features, including clawbacks and deferrals.
The Compensation Committee assesses risks posed by the compensation plans maintained for the benefit of, and incentive compensation paid to, officers and employees. This comprehensive risk assessment is performed by our Chief Risk Officer, General Auditor and Chief Compliance Officer and is presented to and reviewed by the Compensation Committee. The risk assessment includes an evaluation of:
| • | the 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. |
The risk assessment conducted in 2019 concluded that our incentive compensation plans provide incentives that appropriately balance risk and reward, are compatible with effective controls and risk management, and are supportive of strong governance, including active oversight by the board of directors.
Tax Deductibility of Executive Compensation
Under 162(m) of the Internal Revenue Code, as amended by the Tax Cut and Jobs Act (“Tax Act”) on December 22, 2017, publicly-held corporations are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each covered employee, defined as the publicly-held corporation’s principal executive officer, principal financial officer and three additional highest compensated officers during any taxable year of the corporation beginning after December 31, 2016. The Tax Act provides “grandfathered” treatment for certain compensation in excess of the $1 million deductibility limitation, including compensation that is “qualified performance-based compensation” within the meaning of Section 162(m) prior to the Tax Act, if payable pursuant to a written binding contract in effect as of November 2, 2017 that is not modified in any material respect thereafter.
Our stock option grants and other performance-vesting equity grants awarded prior to November 2, 2017 are expected to continue to qualify as qualified performance-based compensation that is exempt from the deductibility limitation under Section 162(m). A number of requirements must be met for particular compensation to qualify for tax deductibility, so there can be no assurance that the incentive compensation awarded will be fully deductible in all circumstances.
The Compensation Committee has historically attempted to structure its compensation arrangements to achieve deductibility under Section 162(m) of the Internal Revenue Code, unless the benefit of such deductibility is considered by the Compensation Committee to be outweighed by the need for flexibility or the attainment of other objectives. As was the case prior to the
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enactment of the Tax Act, the Compensation Committee will continue to monitor issues concerning the deductibility of executive compensation. Since compensation objectives may not always be consistent with the requirements for tax deductibility, the Compensation Committee is prepared, when it deems appropriate, to enter into compensation arrangements under which payments will not be deductible under Section 162(m) of the Internal Revenue Code. Thus, deductibility will be one of many factors considered by the Compensation Committee in ascertaining appropriate levels or modes of compensation.
Pursuant to rules and regulations of the SEC, this Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident specifically incorporates this information by reference, and otherwise shall not be deemed “soliciting material” or to be “filed” with the SEC subject to Regulation 14A or 14C of the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
THE COMPENSATION COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.
Matthew K. Harding (Chair)
Laura L. Brooks
Terence Gallagher
John Pugliese
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 36 | ||
The following table shows compensation paid or awarded with respect to our named executive officers during the years indicated. The Compensation Discussion and Analysis contains information concerning how the Compensation Committee viewed its 2019 compensation decisions for the named executive officers.
| Name
and Principal Position |
Year | Salary ($)(1) |
Stock Awards ($)(2) |
Option Awards ($)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
Change
in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
All
Other Compensation ($)(6) |
Total ($) | ||||||||
| Christopher Martin | 2019 | 761,069 | 571,500 | 190,500 | 550,627 | — | 203,157 | 2,276,853 | ||||||||
| Chairman, President and Chief Executive Officer | 2018 | 739,231 | 555,000 | 185,000 | 536,698 | — | 178,823 | 2,194,752 | ||||||||
| 2017 | 718,846 | 540,000 | 180,000 | 794,074 | 75,240 | 110,314 | 2,418,474 | |||||||||
| Thomas M. Lyons | 2019 | 486,281 | 292,200 | — | 231,520 | 16,798 | 138,408 | 1,165,207 | ||||||||
| Senior Executive Vice President and Chief Financial Officer | 2018 | 469,615 | 282,000 | — | 224,261 | — | 122,034 | 1,097,910 | ||||||||
| 2017 | 447,500 | 644,100 | — | 317,078 | 11,339 | 97,108 | 1,517,125 | |||||||||
| Donald W. Blum(7) | 2019 | 375,000 | 225,000 | — | 142,620 | 8,549 | 111,018 | 862,187 | ||||||||
| Executive Vice President and Chief Lending Officer | 2018 | 374,423 | 225,000 | — | 150,302 | — | 103,892 | 853,617 | ||||||||
| 2017 | 359,424 | 216,000 | — | 248,148 | 6,204 | 80,313 | 910,089 | |||||||||
| John Kuntz | 2019 | 448,943 | 270,000 | — | 213,930 | 8,571 | 106,012 | 1,047,456 | ||||||||
| Senior Executive Vice President, Chief Administrative Officer and General Counsel | 2018 | 424,039 | 255,000 | — | 202,789 | — | 88,524 | 970,352 | ||||||||
| 2017 | 398,654 | 240,000 | — | 275,720 | 6,310 | 64,587 | 985,271 | |||||||||
| Valerie O. Murray | 2019 | 373,943 | 225,000 | — | 178,275 | — | 54,715 | 831,933 | ||||||||
| Executive Vice President, Chief Wealth Officer and President of Beacon Trust Company | 2018 | 349,231 | 210,000 | — | 167,003 | — | 49,132 | 775,366 | ||||||||
| 2017 | 304,674 | 180,000 | — | 227,469 | — | 38,604 | 750,747 |
| (1) | The amounts shown represent base salary earned during each fiscal year covered. |
| (2) | The amounts shown reflect the aggregate grant date fair value of time-vesting and performance-vesting awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the performance-vesting portion of the awards are computed at Target performance achievement. The grant date fair values of the performance-vesting portion of the awards at Maximum performance achievement would be: $899,141, $344,767, $265,497, $318,634, and $265,497 for 2019 for Messrs. Martin, Lyons, Blum, Kuntz, and Ms. Murray, respectively; $893,995, $340,700, $271,813, $308,086, and $253,677 for 2018 for Messrs. Martin, Lyons, Blum, Kuntz, and Ms. Murray, respectively; and $873,492, $313,010, $262,048, $291,146 and $218,381 for 2017 for Messrs. Martin, Lyons, Blum, Kuntz, and Ms. Murray; respectively. The 2017 amount shown for Mr. Lyons includes an additional grant of 15,000 time-vesting awards made on May 1, 2017. |
| (3) | The amounts shown reflect the grant date fair value of time-vesting stock options computed in accordance with FASB ASC Topic 718. |
| (4) | The amounts shown reflect the payment made under the Executive Annual Incentive Plan. |
| (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. Mr. Martin made a rollover distribution of his Pension Plan benefit to the 401(k) Plan. Ms. Murray is not a participant in the defined benefit pension plan, which was frozen prior to her employment with the Company. No named executive officer received preferential or above-market earnings on deferred compensation. |
| (6) | The amounts in this column represent all other compensation not properly reported in other columns of the Summary Compensation Table including perquisites (non-cash benefits and perquisites such as the use of employer-owned automobiles, car allowances, membership dues and other personal benefits), the value of cash dividend payments on unvested restricted stock awards subject to time-vesting, accumulated dividends paid on performance-vesting awards that actually vested, employee benefits (employer cost of medical, dental, vision, life and disability insurance), and employer contributions to defined contribution plans (Provident Bank 401(k) Plan, ESOP and the Non-Qualified Supplemental Defined Contribution Plan). Amounts are reported separately under the following “All Other Compensation” and “Perquisites” tables. |
| (7) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 37 | ||
All Other Compensation
| Name | Year | Perquisites and Other Personal Benefits ($) |
Dividends on Stock Awards ($) |
Company Contribution on Employee Medical and Insurance Benefits ($) |
Company Contributions to Retirement, 401(k) and Non-Qualified Plans ($) |
Total ($) | |||||
| Christopher Martin | 2019 | 15,310 | 91,604 | 17,714 | 78,529 | 203,157 | |||||
| 2018 | 12,481 | 72,752 | 17,003 | 76,587 | 178,823 | ||||||
| 2017 | 12,009 | 570 | 16,993 | 80,742 | 110,314 | ||||||
| Thomas M. Lyons | 2019 | 7,000 | 53,886 | 23,547 | 53,975 | 138,408 | |||||
| 2018 | 6,000 | 41,595 | 22,265 | 52,174 | 122,034 | ||||||
| 2017 | 6,000 | 16,206 | 21,802 | 53,100 | 97,108 | ||||||
| Donald W. Blum(7) | 2019 | 7,663 | 32,321 | 21,145 | 49,889 | 111,018 | |||||
| 2018 | 7,884 | 25,736 | 21,042 | 49,230 | 103,892 | ||||||
| 2017 | 6,727 | 4,432 | 20,696 | 48,458 | 80,313 | ||||||
| John Kuntz | 2019 | 6,000 | 34,599 | 9,724 | 55,689 | 106,012 | |||||
| 2018 | 6,000 | 27,107 | 2,368 | 53,049 | 88,524 | ||||||
| 2017 | 6,000 | 4,757 | 1,649 | 52,181 | 64,587 | ||||||
| Valerie O. Murray | 2019 | 6,000 | 10,251 | 2,195 | 36,269 | 54,715 | |||||
| 2018 | 6,000 | 7,264 | 2,056 | 33,812 | 49,132 | ||||||
| 2017 | 5,000 | 2,671 | 1,984 | 28,949 | 38,604 |
Perquisites
| Name | Year | Personal Use of Company Car/Car Allowance ($)(8) |
Club Dues ($) |
Total Perquisites and
Other Personal Benefits ($)(9) | ||||
| Christopher Martin | 2019 | 6,428 | 6,432 | 15,310 | ||||
| 2018 | 6,237 | 6,244 | 12,481 | |||||
| 2017 | 5,937 | 6,072 | 12,009 | |||||
| Thomas M. Lyons | 2019 | 6,000 | — | 7,000 | ||||
| 2018 | 6,000 | — | 6,000 | |||||
| 2017 | 6,000 | — | 6,000 | |||||
| Donald W. Blum(7) | 2019 | 7,663 | — | 7,663 | ||||
| 2018 | 7,884 | — | 7,884 | |||||
| 2017 | 6,727 | — | 6,727 | |||||
| John Kuntz | 2019 | 6,000 | — | 6,000 | ||||
| 2018 | 6,000 | — | 6,000 | |||||
| 2017 | 6,000 | — | 6,000 | |||||
| Valerie O. Murray | 2019 | 6,000 | — | 6,000 | ||||
| 2018 | 6,000 | — | 6,000 | |||||
| 2017 | 5,000 | — | 5,000 |
| (8) | For Messrs. Martin and Blum, the amount shown is the value attributable to personal use of a company-provided automobile calculated in accordance with Internal Revenue Service guidelines. Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. For the other named executive officers, the amount shown is a monthly car allowance. |
| (9) | The amounts shown include a thirty-five-year service award of $2,450 made to Mr. Martin, and a twenty-year service award of $1,000 made to Mr. Lyons in 2019. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 38 | ||
The following table shows certain information as to grants of plan-based awards during 2019 made to the named executive officers. The awards granted on January 30, 2019 represent the cash incentive payments that could be earned based on performance under the Executive Annual Incentive Plan for 2019. The awards granted on March 4, 2019 are long-term equity incentive awards which are primarily performance-vesting awards. The Compensation Discussion and Analysis contains information about cash- and equity-based incentive awards made to our named executive officers.
GRANTS OF PLAN-BASED AWARDS TABLE FOR THE YEAR ENDED DECEMBER 31, 2019
| Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Possible
Payouts Under Equity Incentive Plan Awards(2) |
All Other Stock Awards: Number of Shares of Stock |
All Other Option Awards: Number of Securities Underlying |
Exercise or Base Price of Option |
Grant Date Fair Value of Stock and Option | |||||||||||||||||
| Name | Grant Date |
Threshold ($) | Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
or Units (#)(3) |
Options (#)(4) |
Awards ($/Sh) |
Awards ($)(5) | |||||||||||
| Christopher Martin | 1/30/2019 | 60,960 | 609,600 | 914,400 | ||||||||||||||||||
| 3/4/2019 | 9,430 | 20,428 | 32,996 | 571,500 | ||||||||||||||||||
| 3/4/2019 | 41,685 | 27.25 | 190,500 | |||||||||||||||||||
| Thomas M. Lyons | 1/30/2019 | 24,350 | 243,500 | 365,250 | ||||||||||||||||||
| 3/4/2019 | 3,616 | 7,833 | 12,652 | 219,150 | ||||||||||||||||||
| 3/4/2019 | 2,681 | 27.25 | 73,050 | |||||||||||||||||||
| Donald W. Blum(6) | 1/30/2019 | 18,750 | 187,500 | 281,250 | ||||||||||||||||||
| 3/4/2019 | 2,784 | 6,032 | 9,743 | 168,750 | ||||||||||||||||||
| 3/4/2019 | 2,064 | 27.25 | 56,250 | |||||||||||||||||||
| John Kuntz | 1/30/2019 | 22,500 | 225,000 | 337,500 | ||||||||||||||||||
| 3/4/2019 | 3,342 | 7,239 | 11,693 | 202,500 | ||||||||||||||||||
| 3/4/2019 | 2,477 | 27.25 | 67,500 | |||||||||||||||||||
| Valerie O. Murray | 1/30/2019 | 18,750 | 187,500 | 281,250 | ||||||||||||||||||
| 3/4/2019 | 2,784 | 6,032 | 9,743 | 168,750 | ||||||||||||||||||
| 3/4/2019 | 2,064 | 27.25 | 56,250 | |||||||||||||||||||
| (1) | The amounts shown at Target assume achievement of 100% of individual goals and objectives, as well as achievement of the corporate goals at Target. The range of estimated possible payouts reflects the full potential of the annual incentive payment if only one performance goal is achieved at Threshold level and if all performance goals are achieved at Maximum level. |
| (2) | Represents the number of restricted stock awards that may vest if performance goals are achieved over the three-year period 2019-2021 at the stated levels. The Threshold and Maximum levels include the impact of a Total Shareholder Return Modifier applied to the return on tangible equity component of the performance goals. |
| (3) | Represents the number of three-year time-vesting restricted stock awards granted. |
| (4) | Represents the number of three-year time-vesting stock options granted. |
| (5) | Represents the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. Note 11 to our audited financial statements for the year ended December 31, 2019 contained in our Annual Report on Form 10-K includes the assumptions used to calculate these amounts. |
| (6) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 39 | ||
Outstanding Equity Awards at Year-End
The following table shows certain information about outstanding equity awards as of December 31, 2019 for our named executive officers.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date(1) |
Number of Shares or Units of Stock That Have Not Vested (#)(2) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | |||||||||
| Christopher Martin | 29,428 | — | 14.50 | 2/24/2021 | — | — | 62,511 | 1,540,896 | ||||||||||
| 20,000 | — | 14.88 | 2/3/2022 | |||||||||||||||
| 26,755 | — | 15.23 | 2/19/2023 | |||||||||||||||
| 35,000 | — | 16.38 | 2/19/2024 | |||||||||||||||
| 65,972 | — | 18.34 | 2/19/2025 | |||||||||||||||
| 76,327 | — | 18.70 | 2/24/2026 | |||||||||||||||
| 28,571 | 14,286 | 26.31 | 3/7/2027 | |||||||||||||||
| 14,374 | 28,750 | 25.58 | 3/5/2028 | |||||||||||||||
| — | 41,685 | 27.25 | 3/4/2029 | |||||||||||||||
| 14,623 | — | 14.50 | 2/24/2021 | |||||||||||||||
| 22,542 | — | 14.88 | 2/3/2022 | |||||||||||||||
| 25,126 | — | 15.23 | 2/19/2023 | |||||||||||||||
| 45,762 | — | 16.38 | 2/19/2024 | |||||||||||||||
| Thomas M. Lyons | — | — | — | — | 20,335 | 501,258 | 23,404 | 576,909 | ||||||||||
| Donald W. Blum(5) | — | — | — | — | 4,214 | 103,875 | 18,744 | 462,040 | ||||||||||
| John Kuntz | — | — | — | — | 4,898 | 120,736 | 21,510 | 530,222 | ||||||||||
| Valerie O. Murray | — | — | — | — | 4,002 | 98,649 | 17,281 | 425,977 | ||||||||||
| (1) | Stock options generally expire 10 years after the grant date. |
| (2) | Amounts shown represent the number of time-vesting stock awards that were not vested at December 31, 2019. |
| (3) | Amounts shown are based on the fair market value of Provident common stock on December 31, 2019 of $24.65. |
| (4) | Amounts shown represent the number of stock awards that may vest if performance goals are achieved over the three-year periods of 2017-2019, 2018-2020 and 2019-2021 at Target level. |
| (5) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 40 | ||
Option Exercises and Stock Vested
The following table shows certain information about restricted stock awards that vested in 2019. There were no stock options exercised by any of the Named Executive Officers in 2019.
| Stock Awards | ||||
| Name | Number
of Shares Acquired on Vesting (#) |
Value
Realized on Vesting ($)(1) | ||
| Christopher Martin | 33,678 | 917,389 | ||
| Thomas M. Lyons | 14,202 | 386,721 | ||
| Donald W. Blum(2) | 12,443 | 338,852 | ||
| John Kuntz | 13,257 | 360,991 | ||
| Valerie O. Murray | 3,839 | 104,325 | ||
| (1) | The value realized on vesting represents the market value on the day the stock vested. |
| (2) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
We maintain a noncontributory defined benefit pension plan, which covers full-time employees hired prior to 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 elects to retire early after both attaining age 60 and completing 25 years of credited service, his or her accrued pension benefit will be unreduced. If the termination of service occurs after the normal retirement date, the participant’s benefits will begin on the participant’s postponed retirement date.
The following table shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each named executive officer, under each of the pension plans determined using interest rate and mortality rate assumptions consistent with those used in Provident’s financial statements.
PENSION BENEFITS AT AND FOR THE YEAR ENDED DECEMBER 31, 2019
| Name | Plan Name | Number of Years Credited Service (#) |
Present Value of Accumulated Benefit ($)(1) |
Payments During Last Fiscal Year | |||||
| Christopher Martin | The First Sentinel Pension Plan | — | — | 553,229 | (2) | ||||
| Thomas M. Lyons | The First Sentinel Pension Plan | 20 | 74,756 | — | |||||
| Donald W. Blum(3) | Provident Bank Pension Plan | 18 | 53,227 | — | |||||
| John Kuntz | Provident Bank Pension Plan | 18 | 56,718 | — | |||||
| Valerie O. Murray | None applicable | — | — | — | |||||
| (1) | The amounts shown are determined based on the measurement date of December 31, 2019. For the discount rate and other assumptions used, please refer to note 11 to our audited financial statements contained in our Annual Report on Form 10-K. |
| (2) | Mr. Martin made a rollover distribution of his pension benefit into his 401(k) Plan account. |
| (3) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 41 | ||
Non-Qualified Deferred Compensation
The following table shows certain information about the participation by each named executive officer in our non-qualified defined contribution plans at and for the year ended December 31, 2019.
NON-QUALIFIED DEFERRED COMPENSATION AT AND FOR THE YEAR ENDED DECEMBER 31, 2019
| Name | Executive Contributions in Last Fiscal Year ($) |
Registrant Contributions in Last Fiscal Year ($)(1) |
Aggregate Earnings in Last Fiscal Year ($)(2) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last Fiscal Year-End ($)(3) | |||||
| Christopher Martin | — | 42,866 | 38,340 | — | 1,022,611 | |||||
| Thomas M. Lyons | — | 19,901 | 3,991 | — | 117,433 | |||||
| Donald W. Blum(4) | — | 10,726 | 2,833 | — | 79,848 | |||||
| John Kuntz | — | 16,784 | 3,225 | — | 95,584 | |||||
| Valerie O. Murray | — | 10,524 | 594 | — | 24,875 |
| (1) | The amounts shown represent the estimated Non-Qualified Supplemental Defined Contribution Plan contribution for 2019. The portion of the contribution attributable to the ESOP is based on the fair market value of Provident common stock on December 31, 2019 of $24.65 per share. These contributions are included in the Summary Compensation Table in the column “All Other Compensation”. |
| (2) | The amounts shown include interest and dividends credited under the Non-Qualified Supplemental Defined Contribution Plan, and for Mr. Martin the amount shown includes interest and dividends on his balance in the First Savings Bank Directors’ Deferred Fee 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, 2019 was $24.65 per share compared to $24.13 per share at December 31, 2018. The interest and dividends are not included in the Summary Compensation Table because they were not “above market.” |
| (3) | For Mr. Martin the amount shown includes a balance of $612,024 in the First Savings Bank Directors’ Deferred Fee Plan. The amounts shown include contributions that were previously included in the Summary Compensation Table in the column “All Other Compensation” of $42,866, $19,901, $10,726, $16,784, and $10,524 for Messrs. Martin, Lyons, Blum, Kuntz and Ms. Murray, respectively for 2019; $41,002, $18,147, $10,214, $14,286, and $7,949 for Messrs. Martin, Lyons, Blum, Kuntz and Ms. Murray, respectively for 2018; $44,383, $18,007, $9,309, $13,238 and $3,980 for Messrs. Martin, Lyons, Blum, Kuntz and Ms. Murray, respectively for 2017. |
| (4) | Mr. Blum retired effective March 9, 2020 and is no longer employed by Provident or Provident Bank. |
We maintain a Non-Qualified Supplemental Defined Contribution Plan (the “Supplemental Plan”), which is a non-qualified plan that provides additional benefits to certain employees whose benefits under the 401(k) Plan and ESOP are reduced by tax law limitations applicable to tax-qualified plans. The Supplemental Plan requires a contribution for each participant who also participates in the 401(k) Plan and ESOP equal to the amount that would have been contributed under the terms of the 401(k) Plan and ESOP but for the tax law limitations, less the amount actually contributed under the 401(k) Plan and ESOP. The Supplemental Plan provides for a phantom stock allocation for qualified contributions that may not be accrued in the qualified ESOP and for matching contributions that may not be accrued in the qualified 401(k) Plan due to tax law limitations. Vesting of these supplemental benefits is subject to the same terms and conditions as the benefits provided under the 401(k) Plan and ESOP. The 401(k) portion of the benefit under the Supplemental Plan is credited with interest at an annual rate equal to the bond equivalent yield on United States Treasury Securities adjusted to a constant maturity of ten years. The ESOP portion of the benefit under the Supplemental Plan is credited with dividends payable on Provident common stock.
Benefits payable under the Supplemental Plan are payable to the participant in a lump sum during the calendar year immediately following the calendar year of the earliest to occur of: (i) separation from service; (ii) disability; or (iii) death of the participant. The 401(k) portion of the benefit under the Supplemental Plan is paid in cash and the ESOP portion of the benefit is paid in cash unless the committee administering the Supplemental Plan determines in its sole discretion to pay the equivalent benefit in the form of Provident common stock.
Potential Payments Upon Termination or Change in Control
Provident has entered into an employment agreement and a three-year change in control agreement with Mr. Martin, and three-year change in control agreements with Messrs. Lyons, Blum and Kuntz, and Ms. Murray. Mr. Blum’s change in control agreement terminated upon his retirement effective March 9, 2020.
The following tables reflect the amount of compensation and benefits payable to each of the named executive officers, other than Mr. Blum at December 31, 2019 pursuant to such individual’s employment agreement or change in control agreement, as applicable, in the event of termination of such
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executive’s employment under the circumstances noted in the tables. No payments are required due to a voluntary termination under the employment agreement and the change in control agreements.
The amount of compensation and benefits payable to each named executive officer upon an involuntary termination without cause or a termination by the executive for Good Reason, in each case following a change in control and in the event of disability (with respect to Mr. Martin’s employment agreement) is shown in the following tables. The amounts shown assume that such termination was effective as of December 31, 2019, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his or her termination. The amounts shown relating to unvested options and stock awards are based on the fair market value of our common stock on December 31, 2019 of $24.65 per share. The actual amounts that may be paid out to each executive can only be determined at the time of such executive’s separation from Provident. The amounts shown in the following tables do not take into account any reductions that may be required in order to comply with Internal Revenue Code Section 280G best net benefit provisions in each of the named executive officers’ agreements. There is no such best net benefit provision in Mr. Martin’s agreement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 31, 2019
| Christopher Martin | Employment Agreement |
Employment Agreement |
Change in Control Agreement | ||
| After Change in Control | |||||
| Benefits | Termination w/o Cause or for Good Reason ($)(1) |
Disability ($)(2) |
Termination w/o Cause or for Good Reason ($) | ||
| Salary | 762,000 | 571,500 | 2,160,000 | ||
| Incentive/bonus | 685,588 | — | 2,382,222 | ||
| Total Cash Payments | 1,447,588 | 571,500 | 4,542,222 | ||
| Medical | 18,484 | 18,484 | 55,451 | ||
| Dental | 1,392 | 1,392 | 4,175 | ||
| Life Insurance | 1,712 | 1,712 | 5,136 | ||
| Long-Term Disability | 796 | 796 | 2,389 | ||
| Vision | 133 | 133 | 398 | ||
| Total Benefits | 22,517 | 22,517 | 67,549 | ||
| Total Cash & Benefits | 1,470,105 | 594,017 | 4,609,771 | ||
| Value Unvested Options(3) | — | — | — | ||
| Value Unvested Awards | — | 1,540,896 | 1,540,896 | ||
| TOTAL | 1,470,105 | 2,134,913 | 6,150,667 |
| (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) | Exercise price of unvested options was less than the fair market value of our common stock on December 31, 2019 of $24.65. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 43 | ||
| Thomas M. Lyons | After Change in Control |
| Benefit | Termination w/o Cause or for Good Reason ($) |
| Salary | 1,380,000 |
| Incentive/Bonus | 951,234 |
| Total Cash Payments | 2,331,234 |
| Medical | 80,210 |
| Dental | 1,913 |
| Life Insurance | 3,285 |
| Long-Term Disability | 2,389 |
| Vision | 615 |
| Total Benefits | 88,412 |
| Total Cash & Benefits | 2,419,646 |
| Value Unvested Options | — |
| Value Unvested Awards | 1,078,166 |
| TOTAL | 3,497,812 |
| John Kuntz | After Change in Control |
| Benefit | Termination w/o Cause or for Good Reason ($) |
| Salary | 1,200,000 |
| Incentive/Bonus | 827,160 |
| Total Cash Payments | 2,027,160 |
| Medical | 55,451 |
| Dental | 1,177 |
| Life Insurance | 3,037 |
| Long-Term Disability | 2,389 |
| Vision | 398 |
| Total Benefits | 62,452 |
| Total Cash & Benefits | 2,089,612 |
| Value Unvested Options | — |
| Value Unvested Awards | 650,957 |
| TOTAL | 2,740,569 |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 44 | ||
| Valerie O. Murray | After Change in Control |
| Benefit | Termination w/o Cause or for Good Reason ($) |
| Salary | 990,000 |
| Incentive/Bonus | 682,408 |
| Total Cash Payments | 1,672,408 |
| Medical | 62,622 |
| Dental | 4,590 |
| Life Insurance | 2,531 |
| Long-Term Disability | 2,389 |
| Vision | 398 |
| Total Benefits | 72,530 |
| Total Cash & Benefits | 1,744,938 |
| Value Unvested Options | — |
| Value Unvested Awards | 524,626 |
| TOTAL | 2,269,564 |
The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Martin, our President and Chief Executive Officer, to the median of the total annual compensation of all of our employees, except Mr. Martin for 2019.
Our median employee for this calculation was determined using total annual compensation data for all of our active employees, excluding Mr. Martin as of December 31, 2019. We included all employees, whether employed on a full-time, part-time or seasonal basis, and 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 of 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 $61,925 for 2019, 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. Martin for the same period shown in the summary compensation table presented earlier was $2,276,853. The ratio of Mr. Martin’s total annual compensation to the median total annual compensation of all other employees for 2019 was 37:1.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 45 | ||
Elements of Director Compensation
Director Fees
As discussed under this caption, director compensation is paid to our non-management directors only. Mr. Martin receives no director compensation for his service on the board of directors.
Our board of directors establishes director compensation based on the recommendation of the Compensation Committee. Periodically, the Compensation Committee will engage the services of a third party and will consult external surveys to assist it in a review of director compensation.
We pay annual director fees based on a fiscal year covering the period starting May 1 and ending on April 30. We do not pay “per meeting” fees. The current director fee schedule is as follows:
| Board Member Annual Retainer | $50,000 |
| Lead Director Annual Retainer | $20,000 |
| (paid in quarterly installments) | |
| Committee Annual Retainers | $27,500 for Audit and Compensation Committee Chairs |
| (paid in quarterly installments) | $15,000 for each member of the Audit and Compensation Committees |
| $20,000 for Governance/Nominating, Risk and Technology Committee Chairs | |
| $10,000 for each member of the Governance/Nominating, Risk and Technology Committees | |
| Annual Equity Grant | Shares equivalent to $90,000 based on the grant date price with one-year vesting |
Director Benefits
An annual medical examination is made available to each director under an arrangement with a designated service provider.
Retirement Plan for the Board of Directors of Provident Bank
The Retirement Plan for the Board of Directors of Provident Bank was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. For directors having ten or more years of service as of December 31, 2006 (includes two current directors), the plan provides cash payments for up to ten years based on age and length of service requirements. The maximum payment under this plan to a board member who terminates service on or after the normal retirement age as defined in the plan with at least ten years of service on the board is 40 quarterly payments of $1,250. We may suspend payments under this plan if Provident Bank fails to meet Federal Deposit Insurance Corporation or New Jersey Department of Banking and Insurance minimum capital requirements. The plan further provides that, in the event of a change in control (as defined in the plan), the undistributed balance of a director’s accrued benefit will be distributed to him within 60 days of such change in control.
Voluntary Fee Deferral Plans
Our directors may elect to defer the receipt of all or a portion of the cash compensation paid to them for service on the board of directors. Elections to defer fees and the scheduled distribution of amounts deferred and earnings on those amounts shall comply with the requirements of Section 409A of the Internal Revenue Code. Deferred fees are credited to a memorandum account established for the benefit of each participant, and credited amounts currently earn interest at the prevailing prime rate.
In connection with its acquisition of First Sentinel Bancorp, Inc., Provident assumed the First Savings Bank Directors’ Deferred Fee Plan, which was frozen prior to the completion of the acquisition. This plan will be paid out in accordance with the provisions of its governing documents.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 46 | ||
The following table sets forth for the year ended December 31, 2019 certain information as to total remuneration paid to directors who served on the board of directors in 2019 other than Mr. Martin, who is not paid director fees. Compensation paid to Mr. Martin is included in this Proxy Statement under the heading “Executive Compensation--Summary Compensation Table.”
| Change in | ||||||||||||
| Pension | ||||||||||||
| Value and | ||||||||||||
| Fees | Nonqualified | |||||||||||
| Earned or | Stock | Option | Deferred | All Other | ||||||||
| Paid in Cash | Awards | Awards | Compensation | Compensation | Totals | |||||||
| Name | ($) | ($)(1) | ($)(2) | Earnings ($)(3) | ($) | ($) | ||||||
| Robert Adamo | 75,000 | 89,987 | — | 4,222 | — | 169,209 | ||||||
| Thomas W. Berry | 70,000 | 89,987 | — | — | — | 159,987 | ||||||
| Laura L. Brooks | 95,000 | 89,987 | — | — | — | 184,987 | ||||||
| James P. Dunigan | 75,000 | 89,987 | — | 5,918 | — | 170,905 | ||||||
| Frank L. Fekete | 87,500 | 89,987 | — | 432 | — | 177,919 | ||||||
| Ursuline F. Foley(4) | 52,917 | 75,009 | — | 1,216 | — | 129,142 | ||||||
| Terence Gallagher | 78,125 | 89,987 | — | — | — | 168,112 | ||||||
| Matthew K. Harding | 99,375 | 89,987 | — | — | — | 189,362 | ||||||
| Carlos Hernandez | 90,000 | 89,987 | — | 1,073 | — | 181,060 | ||||||
| John Pugliese | 85,000 | 89,987 | — | — | — | 174,987 |
| (1) | The amounts shown reflect the aggregate grant date fair value of the restricted stock award made to each non-management director based on the closing price of the stock on the grant date and computed in accordance with FASB ASC Topic 718. The stock awards were made on May 1, 2019, except in the case of Ms. Foley whose shares were granted on August 1, 2019. These stock awards are time-vesting awards that vest in one year. |
| (2) | There were no stock option grants to our non-management directors outstanding at December 31, 2019. |
| (3) | The amounts shown represent the aggregate increase in the present value of a director’s accumulated benefit under the Retirement Plan for the Board of Directors of Provident Bank, which was terminated in 2005 to eliminate the accrual of benefits for directors with less than ten years of service as of December 31, 2006. Messrs. Fekete and Hernandez have benefits under this plan. The amounts shown also include interest earned on deferred director fees for Messrs. Adamo and Dunigan and Ms. Foley. |
| (4) | Ms. Foley’s service on the board of directors commenced on June 20, 2019. |
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 47 | ||
| Proposal 2 | Advisory Vote to Approve Executive Compensation |
The Compensation Discussion and Analysis appearing earlier in this Proxy Statement describes our executive compensation program and the compensation decisions made by our Compensation Committee with respect to the Chief Executive Officer and other officers named in the Summary Compensation Table (who are referred to as the “named executive officers”). At the 2017 Annual Meeting of Stockholders, our board of directors recommended, and the stockholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, we determined to hold an annual advisory vote on executive compensation until the next required stockholder vote relating to the frequency of stockholder voting on executive compensation. Pursuant to Section 14A of the Securities Exchange Act of 1934, the board of directors is requesting stockholders to cast a non-binding advisory vote on the following resolution:
“RESOLVED, that the stockholders of Provident Financial Services, Inc. (“Provident”) approve the compensation paid to Provident’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative accompanying the tables.”
Our executive compensation program is based on a pay for performance philosophy that is designed to support our business strategy and align the interests of our executives with our stockholders. Our board of directors believes that the link between compensation and the achievement of its long- and short-term business goals has helped our company’s financial performance over time, while not encouraging excessive risk-taking by management.
For these reasons, the board of directors is recommending that stockholders vote “FOR” this proposal. While this advisory vote is non-binding, the Compensation Committee and the board of directors value the views of our stockholders and will consider the outcome of this vote in future executive compensation decisions.
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO PROVIDENT’S NAMED EXECUTIVE OFFICERS. |
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 48 | ||
| Proposal 3 | Ratification of the Appointment of our Independent Registered Public Accounting Firm |
Our independent registered public accounting firm for the year ended December 31, 2019 was KPMG LLP. The Audit Committee has re-appointed KPMG LLP to continue as our independent registered public accounting firm for the year ending December 31, 2020, subject to the ratification by our stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to attend the Annual Meeting, and they will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Stockholder ratification of the appointment of KPMG LLP is not required by our Bylaws or otherwise. However, our board of directors is submitting the appointment of our independent registered public accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment of KPMG LLP, our Audit Committee will reconsider whether it should select another independent registered public accounting firm. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of Provident and its stockholders.
Audit Fees
The aggregate fees billed to Provident for professional services rendered by KPMG LLP for the audit of the annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings and engagements were $1,261,000 and $993,500 during the fiscal years ended December 31, 2019 and 2018, respectively. Audit fees for 2019 increased due to the acquisition of a registered investment adviser and the implementation of the current credit loss accounting standard.
Audit-Related Fees
The aggregate fees billed to Provident for assurance and related services rendered by KPMG LLP that are reasonably related to the performance of the audit and review of the financial statements and that are not already reported in “Audit Fees” above, were $136,100 and $140,450 during the fiscal years ended December 31, 2019 and 2018, respectively. These services were rendered for audits of our employee benefit plans.
Tax Fees
No fees were billed to Provident for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning during the fiscal years ended December 31, 2019 and 2018, as the Audit Committee currently has a policy that the independent registered public accounting firm shall not perform the preparation and filing of our corporate tax returns, tax compliance and other tax-related services.
All Other Fees
No fees were billed to Provident for other permissible services rendered by KPMG LLP during each of the fiscal years ended December 31, 2019 and 2018.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 49 | ||
Pre-Approval Policy
Our Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee up to a maximum amount of $25,000 between meetings of the Audit Committee, provided the Chair reports any such approvals to the full Audit Committee at its next meeting. The full Audit Committee pre-approves all other services to be performed by the independent registered public accounting firm and the related fees.
| |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
Submission of Stockholder Proposals
To be eligible for inclusion in our proxy materials for next year’s Annual Meeting of stockholders, any stockholder proposal under SEC Rule 14a-8 to take action at such meeting must be received at our executive office at 239 Washington Street, Jersey City, New Jersey 07302, no later than November 13, 2020. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
Advance Notice of Business to be Conducted at an Annual Meeting
Our Bylaws provide an advance notice procedure for certain business or nominations to our board of directors to be brought before an Annual Meeting of stockholders. For a stockholder to properly bring business before an Annual Meeting, the stockholder must give written notice to our Corporate Secretary not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting, or by no later than November 13, 2020 for next year’s Annual Meeting of stockholders; provided, however, that if the date of the Annual Meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s Annual Meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such Annual Meeting is first made. The notice must include the stockholder’s name, record address, and number of shares owned; describe briefly the proposed business; the reasons for bringing the proposed business before the Annual Meeting; and any material interest of the stockholder in the proposed business. Nothing in this paragraph shall be deemed to require Provident to include in its proxy materials under SEC Rule 14a-8 any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.
| www.provident.bank | PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 50 | ||
As of the date of this Proxy Statement, our board of directors knows of no matters that will be presented for consideration at the Annual Meeting other than as described in this document. However, if any other matters shall properly come before the Annual Meeting or any adjournment or postponement thereof and shall be voted upon, the proposed proxy will be deemed to confer authority to the individuals named therein to vote the shares represented by the proxy in accordance with their best judgment as to any such matters.
AN ADDITIONAL COPY OF OUR ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2019, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 239 WASHINGTON STREET, JERSEY CITY, NEW JERSEY 07302.
THE FORM 10-K IS ALSO AVAILABLE FREE OF CHARGE ON THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW.PROVIDENT.BANK.
THE CHARTERS OF OUR AUDIT, COMPENSATION, GOVERNANCE/NOMINATING, RISK AND TECHNOLOGY COMMITTEES OF THE BOARD OF DIRECTORS, OUR CORPORATE GOVERNANCE PRINCIPLES, CODE OF BUSINESS CONDUCT AND ETHICS AND INDEPENDENCE STANDARDS ARE AVAILABLE ON THE “GOVERNANCE DOCUMENTS” SECTION OF THE “INVESTOR RELATIONS” PAGE OF PROVIDENT BANK’S WEBSITE AT WWW. PROVIDENT.BANK. COPIES OF EACH WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, PROVIDENT FINANCIAL SERVICES, INC., 239 WASHINGTON STREET, JERSEY CITY, NEW JERSEY 07302.
| PROVIDENT FINANCIAL SERVICES, INC. | 2020 Proxy Statement | 51 | ||
