UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for useUse of the Commission onlyOnly (as permitted by Rule 14a-6(e)14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12under §240.14a-12

PROVIDENT FINANCIAL SERVICES, INC.

(Name of Registrant as Specified Inin Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):
	No fee required.
	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:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) 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:0-11.

		239 Washington Street Jersey City, New Jersey 0730207032

Dear Fellow Stockholder:

I am pleased to invite you to participate in the 20212022 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, April 29, 2021,28, 2022, at 10:00 a.m., local time. The virtual meeting platform provides for the safe execution of the Annual Meeting in the continuing COVID-19 environment. Information on how you can participate in the virtual Annual Meeting can be found on page 5665 of the proxy statement.

At our Annual Meeting you will be asked to elect four 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, 2021.2022.

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

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

Sincerely,

Christopher Martin

Chairman and Chief Executive OfficerChairman

March 17, 2021

18, 2022

Notice Noticeof
Annual Meeting
of Stockholders

Virtual Meeting Information

THURSDAY, APRIL 29, 202128, 2022

10:00 a.m., Local Time

www.virtualshareholdermeeting.com/PFS2021PFS2022

By Order of the Board of Directors

John Kuntz, Esq.

Corporate Secretary

Jersey City, New Jersey

March 17, 2021

Review your proxy statement and vote in one of four ways:
INTERNET	BY TELEPHONE	BY MAIL	DURING THE ANNUAL MEETING
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	www.virtualshareholdermeeting.com/PFS2021PFS2022
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.

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 via the Internet. As a result, beginning on or about March 17, 2021,18, 2022, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders, via the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

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

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

Important Notice Regarding the Availability of Proxy Materials
for the 20212022 Annual Meeting of Stockholders to be Held in a Virtual Format on April 29, 2021:28, 2022
Our Proxy Statement and 20202021 Annual Report to Stockholders are available
at www.proxyvote.com

Proposal 1 Election of Directors

General

The board of directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of fourteen members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors shall have been elected and qualified. 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 Ursuline F. Foley, Christopher Martin, Robert McNerney,James P. Dunigan, Frank L. Fekete, Matthew K. Harding and John PuglieseAnthony J. Labozzetta for election as directors at the Annual Meeting.

All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Mr. McNerney,Labozzetta, each nominee was previously elected by our stockholders. Mr. McNerneyLabozzetta was appointed to the boards of directors of Provident and Provident Bank in accordance with the terms offollowing Provident’s acquisition of SB One Bancorp where Mr. McNerney washe served as President and Chief Executive Officer and as a member of the board of directors. No other arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees.

Each of the nominees has consented to be named a nominee. In the event that any nominee is unable to serve as a director, the persons named as proxies will vote with respect to a substitute nominee designated by our current board of directors. At this time, we know of no reason why any of the nominees would be unable or would decline to serve, if elected.

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

Board of Directors

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

Our Governance/Nominating Committee is responsible for identifying and selecting director candidates 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 experienceperspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.

While the Governance/Nominating Committee does not have a formal policy regarding diversity, when assessing potential director nominees, gender, racial and ethnic diversity, as well as different perspectives and experience are considered to enhance the deliberation and strategic decision-making processes of our board of directors. Currently, 14% of our directors are women and 7% are14% designate themselves as racially or ethnically diverse.

The age and business experience of each of our nominees for election as directors, and theour 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:

NOMINEES:Nominees:

INCUMBENT DIRECTORS:Incumbent Directors:

Executive Officers

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

Finn M. W. Caspersen, Jr.

Age 51

Mr. Caspersen has been an Executive Vice President 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 5354

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

Robert Capozzoli

Age 51

Mr. Capozzoli has been Senior Vice President and General AuditorChief Marketing Officer since January 2009.2019, and prior to that time he was First Vice President and Marketing Director since 2015.

VitoGiannola

Age 4445

Mr. Giannola has been Executive Vice President – Chief Retail Banking Officer since August 2020. Prior to that time, he was Senior Executive Vice President and Chief Banking Officer of SB One Bank since March 2018, and had been with SB One Bank since September 2010.2018.

BrianGiovinazzi

Age 6667

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

JohnKamin

Age 6364

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.

JohnKuntz

Age 6566

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.

GeorgeLista

Age 6162

Mr. Lista has been President and Chief Executive Officer of SB One Insurance Agency, Inc., a wholly owned subsidiary of Provident Bank, since 2001. Prior to that time, he was Chief Operating Officer of SB One Insurance Agency, Inc. Mr. Lista has over 35 years of experience in the insurance industry.

ThomasM. M. Lyons

Age 5657

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.

JosephineMoranBennett MacDougall

Age 5750

Ms. MoranMr. MacDougall has been ExecutiveSenior Vice President – Chief Corporate Services and Consumer Lending OfficerGeneral Counsel of Provident Bank, General Counsel of Beacon Trust, and Deputy General Counsel of Provident Financial Services, Inc. since August 2020, and prior to that time was 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. She2021. He previously served as Executive Vice President -Managing Director and Associate General Counsel of Retail for ColumbiaThe Bank of New York Mellon since October 2015.

Valerie O. Murray

Age 4647

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

Frank S. Muzio

Age 6768

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 5556

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

Walter Sierotko

Age 5758

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

Environmental, Social and Governance Corporate Governance(“ESG”) Matters

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

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

Board of Directors Meetings and Committees

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2020. There are five standing committeesGovernance/Nominating Committee leads oversight of the board of directors: the Audit,company’s ESG efforts. The Compensation and Human Capital and Risk TechnologyCommittees also play a critical role in overseeing elements of our ESG strategies.

The company formed its ESG Council in 2021. The ESG Council is led by Provident Bank’s General Counsel, and consists of senior representatives from the business as well as control functions. The aim of the ESG Council is to provide guidance to the organization with respect to industry best practices, emerging regulatory and corporate governance developments, and to better inform investors, customers, and stakeholders of the company’s commitment to ESG issues. The ESG Council reports regularly to the Governance/Nominating Committees.Committee, the Chief Executive Officer and the executive leadership team, regarding the work of the Council and the progress it has made in building and implementing the ESG program.

Employee Experience

Attracting Top Talent

Provident has 1,122 full-time and 41 part-time employees. As part of our ongoing efforts to attract qualified, motivated, and diverse employees, Provident has adopted best-in-class practices to see that underrepresented talent is consistently presented to hiring managers. We have expanded our recruitment reach to include additional local colleges, universities and career fairs. We have also enhanced the employee onboarding process through automation and streamlined manager and employee tools. Provident tracks the employee-onboarding life cycle and partners with leaders to attract candidates who will be a good cultural fit for Provident.

Talent Review, Development and Succession Planning

Provident leadership engages in development discussions with employees to better clarify career aspirations, shares general feedback (both positive and developmental), and creates development plans to help employees reach their career aspirations and achieve performance goals. Provident works with its leaders to help identify and cultivate employees that exhibit the guiding principles all future Provident leaders should exemplify. We also continually evaluate succession plans to ensure smooth continuity of leadership.

Leadership Development Programs

We recognize that strategic leadership development training provides an opportunity for first–level supervisors up to executive leaders to learn key skills that translate into successful business results. People leaders are offered a combination of instructor-led and web-based training on a variety of topics including but not limited to communication, performance management and talent management for leaders and future leaders.

Internship Programs

Provident offers internship opportunities to students seeking a career in financial services. In 2021, we provided internship opportunities for 24 college students. During the ten week program, students had the opportunity to work in various lines of business across the organization. Interns benefited from training, coaching, and mentoring, and interacting with executive leaders. Also in 2021, a newly formed partnership with INROADS reinforced the Bank’s commitment to diversity and inclusion. The partnership with INROADS offers internship opportunities to college students. INROADS is a leader in advancing underserved youth in corporate America. They offer talented, underrepresented youth a pathway from high school to college and throughout their career that helps to close opportunity and wealth gaps.

Associate Recognition Programs

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

Volunteer Programs

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

Employee Well Being and Benefits

Engagement Survey

Our Executive Leadership Team is committed to addressing the opportunities identified by annual employee engagement surveys and improving the employee experience as valued members of our organization. In 2021, 91% of our employees participated in the Engagement Survey. Moreover, more than 80% of our employees would recommend our products and services to friends and family. Provident is committed to continuing to foster a team-oriented, diverse culture; providing career opportunities and professional development; enhancing the customer experience through tools and education; and communicating our mission, vision and strategic plan for the organization.

Work-Life Integration Programs

Rather than drawing a line between work-life and personal life, we strive to provide employees with viable options that include volunteer time, paid vacation time and leave entitlements. Employees can also work with their managers to engage in several alternative work schedules based on the functions they perform. Options include some remote work, flextime, and employee self-directed movement to focus on personal matters. As a company with strong ties to the community, we wholly support employees taking time to give back and encourage a healthy balance of vacation utilization so employees can take care of themselves, their families and create meaningful contributions when they are at work.

Financial Well-Being

We believe that an employee’s financial circumstance should not be an impediment to her or his access to education. Our Tuition Education Assistance Program provides for advance disbursement of up to $250 per credit up to 12 credits (maximum $3,000 per year) for undergraduate courses leading to an associate or bachelor’s degree. The program offers reimbursement of up to $500 per credit up to 12 credits

(maximum $5,000 per year) for graduate courses leading to an MBA or Master’s related degree.

Additionally, after three months of employment, employees can benefit from our Student Loan Paydown Program to assist with outstanding education debt. This program offers eligible employees the option to receive $100 per month, for up to 60 months (maximum $6,000) in the repayment of student loans. Employees may also be eligible to receive continuing education assistance and, for certain functions, the option to increase their base salary after the completion of professional certification programs.

Employees also share in our financial success while preparing for retirement through the Employee Stock Ownership Plan, or ESOP. The ESOP gives employees an opportunity to accumulate shares of our common stock and is 100% funded by the company. To further assist our employees with retirement planning, our 401(k) plan has a 25% company match on the first 6% of eligible compensation deferred.

Physical and Emotional Well-Being

In order to protect our employees and customers throughout the COVID-19 pandemic, we instituted state-of-the-art pandemic protocols throughout our branches and corporate offices. Protocols included remote working and social distancing measures.

Provident Women

The Provident Women program was established in 2014 and is committed to providing the resources to allow all women in the company the opportunity to grow personally and professionally through education, networking events and volunteer opportunities in an environment of inclusion and acceptance. ProvidentWomen sponsored a combination of eleven programs/events in 2021.

Diversity, Equity and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. It is the company’s expectation that our continued actions and behaviors result in a working environment which encourages and respects diversity and provides an equal opportunity for employment, development and advancement. We base employment decisions on merit, considering qualifications, skills and achievements. We treat our co-workers fairly and with respect.

Our company is committed to fostering a safe working environment, which promotes diversity and is free from harassment or discrimination of any kind. We are proud of our diverse workforce, including women holding 63% of all managerial positions. In 2021, the company hired its first Senior Human Resources and Diversity Business Partner as part of its ongoing commitment to advance diversity, equity, and inclusion (“DEI”) initiatives.

Some of our DEI initiatives and proposed initiatives include: partnering with organizations that will help to expand diverse talent pools and create an internal pipeline; enhancing career development through training and mentorship; and expanding inclusion efforts through resource groups, and diversity and inclusion training.

Community Engagement, Investment and Philanthropy

Small Business Loans

The company embraced its role as a community leader with its response to the COVID-19 pandemic. We mobilized quickly to enable our small business customers to access the CARES Act Paycheck Protection Program (“PPP”).

Since the inception of the program, the company processed over 1,300 applications for PPP loans totaling more than $470 million.

Financial Literacy Efforts

EverFi

The company partnered with global education technology leader EverFi during the pandemic to provide financial literacy programs to high schools within the communities we serve. Through the partnership, we were able to offer free access to over 20 digital courses in a wide variety of subjects to students in grades K through 12.

Financial Wellness Center

The company provides this online resource to provide visitors with an engaging learning experience relating to critical personal financial topics, such as building emergency savings, mortgage education and retirement planning.

Supporting Affordable Housing

The Community Reinvestment Act (“CRA”) encourages depository institutions to help meet the credit needs of the communities in which they operate, including low-and moderate-income neighborhoods, consistent with safe and sound banking operations.

Among its recent CRA activities, in 2021 the company awarded $475,000 in funding to five non-profit organizations as part of the New Jersey Department of Community Affairs, Neighborhood Revitalization Tax Credit Program. The nonprofit organizations used the funding to implement revitalization plans addressing housing and economic development, providing opportunities for entrepreneurs to start businesses and job training for local residents, as well as complementary activities such as social services, recreation activities, and open space improvements.

Board Composition and Skills

The following matrix provides information regarding members of our board of directors, including certain types of Provident Bank meets monthly at least 11 timesknowledge, skills, experiences and attributes possessed by one or more of them which our board has determined to be relevant to our business and structure. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a year, as required by New Jersey banking law.particular skill is not listed does not mean that a director does not possess the skill. In addition, the lack of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director is unable to contribute to the decision-making process in that area. The degree and type of knowledge, skills, and experience listed below may vary among the board members.

All directors attended 100% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2020. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended 100% of the aggregated total number of meetings in 2020. 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 23, 2020 participated in the meeting which was a virtual only meeting.

Skill				# of Directors
Audit/Financial		Experience in finance, accounting and/or auditing
Commercial/Real Estate Knowledge		Knowledge of real estate markets and financing
Environmental, Social & Governance		Experience with ESG practices
Executive Experience		Experience managing a sophisticated organization
Industry Knowledge		Experience in banking, investment management and/or insurance
Risk		Experience in management of business risk at a complex organization
Technology/Cyber		Knowledge of cybersecurity, innovative technology and information technology

Board Leadership Structure

Our board of directors believes that combining thehaving an Executive 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. Christopher Martin serves as Executive Chairman. Our board of directors has determined that the Chief Executive OfficerChairman is most knowledgeable about our business and corporate strategy, and is in the best position to lead the board of directors, especially in relation to its oversight of corporate strategy formation and execution. Management accountability and our board’s independence from management are best served by maintaining a super majority of independent directors, electing an independent Lead Director, and maintaining standing board committees that are comprised of independent leadership and members. The Lead Director plays an important role on our board of directors and has the following responsibilities:

Corporate Governance

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met ten times in 2021. There are five standing committees of the board of directors: the Audit, Compensation and Human Capital, Governance/ Nominating, Risk and Technology Committees. The board of directors of Provident Bank meets monthly at least 11 times a year, as required by New Jersey banking law.

All directors attended at least 93% of the total number of meetings held by the board of directors and all committees of the board on which they served (during the period they served) in 2021. When the Provident and Provident Bank board of directors and committee meetings are aggregated, all directors attended at least 95% of the aggregated total number of meetings in 2021. We have a policy requiring each director to attend the Annual Meeting of Stockholders. All persons serving on the board of directors at the time of the Annual Meeting of Stockholders held on April 29, 2021 participated in the meeting which was a virtual only meeting.

The five standing committees are described in greater detail below, including the names of the directors currently serving on the committees and the committee chairs, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2021.

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

Our Risk Committee receives regular reports from management, including the Chief Risk Officer and Chief Information Security Officer, and other standing board committees regarding interest rate, liquidity, credit, operational, compliance, technology, data security and cyber risks, as well as other 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:

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 2020. Carlos Hernandez, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director and another non-management director met with the Chairman and Chief Executive Officer to provide real time feedback from the session.

Director Independence

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

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

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, andas well as input from each other director obtainedbased on interviews conducted 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 Governance/Nominating Committee will solicit suggestions for director candidates from all board members. In addition, the Governance/Nominating Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. Persons under consideration to serve on our board of directors must have the highest personal and professional ethics and integrity.

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from directors on the functioning of the board, including the board’s committee structure and leadership, culture, process, skills and resources. Typically, this evaluation is conducted using written questionnaires and the responses are reviewed with the Governance/Nominating Committee and at an executive session of the full boardnon-executive directors conducted by the Lead Director. In the past the board of directors has utilized, and annually considers the use of a third party to assist it in the annual performance evaluation.

Each committee of the board of directors conducts an annual written assessment of its performance which is reviewed by the committee and reported to the Governance/Nominating Committee.

If a determination is made that an additional candidate is needed for our board, the Governance/Nominating Committee will consider candidates properly submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to the Corporate Secretary at Provident Financial Services, Inc., 100111 Wood Avenue South, P.O. Box 1001, Iselin, New Jersey 08830-1001. The Corporate Secretary must receive a submission not less than 120 days prior to the date of Provident’s proxy materials for the preceding year’s Annual Meeting. A stockholder’s submission must be in writing and include the following information:

Stockholder submissions that are timely and that meet the criteria outlined above will be forwarded to the Chair of our Governance/Nominating Committee for further review and consideration. A nomination submitted by a stockholder for presentation at an Annual Meeting of our stockholders must comply with the procedural and informational requirements described later in this Proxy Statement under the heading “Advance Notice Of Business To Be Conducted at an Annual Meeting.”

Our board of directors believes that each director should have the confidence and support of our stockholders. To that end, we have a majority voting policy that applies in uncontested elections of directors at a stockholders’ meeting. The policy is not applicable in any contested director election. Under our majority voting policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at a meeting of stockholders shall promptly tender his or her proposed resignation following the certification of the stockholder vote.

The Governance/Nominating Committee will consider the resignation and will recommend to the board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” his or her election. The board will act on the Governance/Nominating Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will publicly disclose the board’s decision and process in a periodic or current report filed with or furnished to the SEC within 90 days following the certification of the stockholder vote. Any director who tenders his or her resignation will not participate in the Governance/Nominating Committee’s or full board’s deliberations, considerations or actions regarding whether or not to accept or reject the resignation or take any related action.

Our stockholders and any other interested party may communicate with the board of directors, the non-managementnonmanagement 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., 100111 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.

Code of Business Conduct and Ethics

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. Compliance with our Code is essential and promotion of its principles of honesty, integrity and fair dealing, as well as compliance with laws and regulations, is the responsibility of each and every one of our directors, officers and employees. Our Code of Business Conduct and Ethics is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank. Amendments to and waivers from our Code of Business Conduct and Ethics will also be disclosed on Provident Bank’s website.

Corporate and Social Responsibility

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

Ethical Business Practices

Our Code of Business Conduct and Ethics outlines our shared values which challenge us to place the needs and well-being of the people we serve first. Everything we do is driven by our shared values that connect us across business units and functional areas of our business. These shared values shape our company’s culture, guiding and enabling each of us to make a positive difference for all of our stakeholders:stakeholders. We have adopted the following Guiding Principles to assist us in our efforts:

Act with Integrity

Be Accountable

Promote Teamwork

Pursue Excellence

Build for the Future

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

Corporate Governance

Our company has formulated and maintains a series of Corporate Governance Principles designed to promote the effective operation of our board of directors while also providing a framework for the conduct of the company’s business in accordance with the highest ethical standards in a manner designed to enhance the long-term value of the company. We perceive these principles as dynamic and, as such, our board of directors renews them annually to ensure that they adequately address evolving business and regulatory conditions.

Diversity and Inclusion

We recognize the importance of maintaining a socially and culturally diverse employee base. Diversity in the workplace provides a unique opportunity to obtain a variety of perspectives, experiences and resources that better reflect the customers and communities we serve. It is the company’s expectation that our continued actions and behaviors result in a working environment which encourages and respects diversity and provides an equal opportunity for employment, development and advancement for those qualified. We base employment decisions on merit, considering qualifications, skills and achievements. We treat our co-workers fairly and with respect.

Our company is committed to fostering a safe working environment, which promotes diversity and is free from harassment or discrimination of any kind. We are proud of our diverse workforce, including women holding 62% of all managerial positions. We support programs like ProvidentWomen which advances personal and professional growth for women in business through education, networking events and volunteer opportunities.

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

The Corporate Governance Principles provide for our board of directors to meet in regularly scheduled executive sessions without management at least two times a year. Five executive sessions were conducted in 2021. Carlos Hernandez, our Lead Director, presided over these executive sessions conducted by the non-management directors, all of whom are independent. Following these executive sessions, the Lead Director and another non-management director met with the Chief Executive Officer to provide real time feedback from the session.

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

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

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

Federal laws and regulations generally require that all loans or extensions of credit by Provident Bank to directors and executive officers must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. However, regulationsRegulations 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, 2020,2021, Provident Bank had aggregate loans and loan commitments totaling $1.17$2.68 million to its executive officers or their related entities, none of which originated in 2020. While it2021. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. It is the policy of Provident Bank that no loan or extension of credit of any type shall be made to any member of the board of directors or their immediate family, or to any entity which is controlled by a member of the board of directors or their immediate family it has been determined that loans to a director or his or her related interests made prior to the director’s service on our boardand none existed as of directors may be grandfathered under the policy.

Mr. Leppert’s accounting firm and a real estate company that he has a financial interest in have commercial loans with Provident Bank, which were made by SB One Bank prior to its merger with Provident Bank. He also has a home equity line of credit with no loan balance. These loans were made prior to Mr. Leppert becoming a member of our board of directors and were made in the ordinary course of business, 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.December 31, 2021.

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 PolicyOur insurance agency subsidiary, SB One Insurance Agency, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $199,850 to that real estate management company in 2021.

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.

The current membersProvident engages with stockholders to better understand their perspectives on topics including corporate governance, ESG strategy, and executive compensation. In 2021, we concentrated our outreach efforts on approximately 12 institutional holders, which represented approximately 42.3% of our Technology Committee are: Messrs. Pugliese (Chair) and Harding and Ms. Brooks and Ms. Foley. Each memberownership as 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, including cyber and data security risks. The Technology Committee met four times in 2020. 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.December 31, 2021.

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

The current membersESG Council will continue to assess opportunities to grow the business responsibly. We have endeavored to reduce our carbon footprint at our administrative headquarters, located in Iselin, New Jersey, and throughout our network of our Audit Committee are: Messrs. Fekete (Chair), Adamo, Dunigan,96 branch offices and Leppert, and Ms. Foley. Each member of the Audit Committee is considered independent as defined in thelocated throughout New Jersey, New York, Stock Exchange corporate governance listing standards and under SEC Rule 10A-3.

The dutiesPennsylvania. Our efforts to date have focused mainly on recycling and responsibilities ofwaste reduction to reduce our overall impact on the Audit Committee include, among other things:climate. We continue to assess ways in which we can further lower our carbon emissions.

Our Audit Committee met fourteen times during 2020. 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, Fekete, and Leppert each qualify as an Audit Committee financial expert as that term is defined in the rules and regulations of the SEC.Matters

Audit Committee Report

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

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

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

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

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements for the year ended December 31, 20202021 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 20202021 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, 2021,2022, 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
Edward J. Leppert
Nadine Leslie

Compensation Committee Matters

Compensation and Human Capital

Committee Additional Matters

The currentCompensation Committee Interlocks and Insider Participation

Messrs. Dunigan, Gallagher, Harding, Leppert and Pugliese served as members of ourthe Compensation and Human Capital Committee (“Compensation Committee”) are: Messrs. Harding (Chair), Dunigan, Gallagher and Pugliese. 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; human capital management oversight, including diversity and inclusion and pay equity; 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 six times during 2020.

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. Dunigan, Gallagher, Harding, and Pugliese and Ms. Brooks served as members of the Compensation Committee during 2020.2021. 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 20202021 that would require specific disclosures in this Proxy Statement under SEC rules.

Compensation Discussion and Analysis

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing Provident’s compensation programs, as well as the compensation determinations and rationale for those determinations relating to our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers. We have also included in the Summary Compensation Table Donald W. Blum, a former executive officer of Provident Bank who retired effective March 9, 2020, and Anthony J. Labozzetta who joined us as President and Chief Operating Officer on August 1, 2020 following the acquisition of SB One Bancorp. These individuals named below are collectively referred to as our “named executive officers”:

Executive Summary

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

Strategic Highlights

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

Highlights of Provident’s 20202021 strategic operating and financial performance include:

Key Executive Compensation Actions

The Compensation Committee regularly reviews the components of our executive compensation program with advice from its independent compensation consultant and after giving due consideration ofto the most recent nonbinding stockholder advisory vote on executive compensation, which resulted in a favorable vote of approximately 95%81% of the votes cast on the matter, no material changes were made to the program.matter.

Highlights of key compensation actions taken in 20202021 were:

Compensation Consultants

Our Compensation Committee retained the services of FW Cook to assist with compensation planning and analysis. FW Cook was retained by and reported directly to the Compensation Committee and did not perform any other services for Provident, Provident Bank or their affiliates or their management. The Compensation Committee periodically meets with its compensation consultant in executive session without management.

The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards, and received a report from FW Cook addressing the independence of the firm and its consultants, which included the following factors: (1) that no other services were provided to Provident; (2) fees paid by Provident as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm that are designed to prevent a conflict of interest; (4) that there were no business or personal relationships between the firm and its consultants and any member of the Compensation Committee; (5) any company stock owned by the firm and its consultants; and (6) that there were no business or personal relationships between Provident’s executive officers and the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.

Executive Compensation Philosophy

Our Compensation Committee believes that our executive compensation program is consistent with promoting sound risk management and long-term value creation for our stockholders. The program is intended to align the interests of our executive officers and employees with stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. By offering annual cash incentives, long-term equity compensation and competitive benefits, we strive to attract, motivate and retain a highly qualified and talented team of executives who will help maximize long-term financial performance and earnings growth.

The total compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial and market performance measured against annual and three-year goals, an assessment of the executive’s individual performance and the competitive market. For the named executive officers and other members of executive management, annual and long-term incentive compensation is linked more directly to corporate financial performance, because these executives are in leadership roles that influence corporate financial results.

Benchmarking and Peer Groups

The Compensation Committee is responsible for the design, implementation and administration of the compensation program for our executive officers. FW Cook reviewed our executive compensation program for 2020,2021, 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 20202021 executive compensation determinations:

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

Role of Management

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

Elements of 20202021 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)are predominately performance-based), a competitive benefits package and limited perquisites.

As illustrated below, in 2020,2021 approximately 64%62% of the target compensation (base salary, cash incentives and long-term equity) for Mr. Martin, who served as the Chief Executive Officer in 2021, and approximately 52% of the target compensation to our other named executive officers, (excluding Mr. Labozzetta), was performance-based and not guaranteed. The Compensation Committee expects to continue to emphasize performance-based target compensation for Mr. Labozzetta who assumed the role of President and Chief Executive Officer in 2022.

(1)

For 2021, Mr. Labozzetta had 38% of fixed pay, 33% of equity and 29% cash incentive. This would give Mr. Labozzetta 62% variable at risk pay.

Base Salary

A competitive base salary is necessary to attract and retain talented executives. Each year, our Compensation Committee evaluates each named executive officer’s base salary level. In general, competitive base salary information and peer market data are furnished to the Compensation Committee by the independent compensation consultant, and each named executive officer’s base salary level is compared to the peer market data at the median. In setting base salary levels the Compensation Committee also assesses each individual named executive officer’s performance, leadership, operational effectiveness, tenure in the role, and experience in the industry, as well as competitive market conditions.

In establishing base salaries for 2020,2021, the Compensation Committee considered our company’s 20192020 financial performance as well as the peer group and market compensation analysis performed by FW Cook. Based on that information, the Compensation Committee determined that the base salary increases for Mr. Martin and the other named executive officers reflected below were appropriate because of strong financial performance in 2019,2020, our relative positioning to peers and broad merit increase budgets. Mr. Kuntz’ base salary increase was performance-related and recognized his assumption of a leadership role in key strategic projects. Mr. Sierotko’ base salary

increase was promotion-related as he assumed the Chief Lending Officer position in April of 2020. Ms. Murray’s increase in base salary was reflective of her strong performance and efforts to maintain competitive positioning of her fixed pay with that of peers in the wealth management business. Mr. Labozzetta’s base salary was established at $584,120 upon joining Provident on August 1, 2020 as President and Chief Operating Officer, which salary was consistent with his base salary at SB One Bancorp and SB One Bank prior to the merger.industry.

Annual Cash Incentive Payment/Executive Annual Incentive Plan for 20202021

Annual cash incentive opportunities are provided to our named executive officers in order to align the attainment of annual corporate financial performance objectives with executive compensation. At the beginning of each year, the Compensation Committee assigns corporate financial goals and a range of annual cash incentive award opportunities to each named executive officer. The award opportunities are linked to a specific target and range of performance results for multiple corporate financial performance measures and are calculated as a percentage of the named executive officer’s base salary.

Our Compensation Committee established the performance goals for 20202021 under the Executive Annual Cash Incentive Plan which provided the opportunity for an incentive payment based upon the achievement of corporate goals. The targeted levels of incentive opportunity for 20202021 were as follows:

CommencingIn 2021 the Compensation Committee reduced Mr. Martin’s opportunities at the Threshold, Target and Maximum levels from 40%, 80% and 120% to align with Mr. Labozzetta’s opportunities consistent with the 2021 Annual Cash Incentive Plan, Messrs. Martin and Labozzetta will have an annual cashestablishment of a revised reporting structure associated with our executive succession plan. In addition, the Compensation Committee adjusted Ms. Murray’s incentive opportunity as a percentageto be based 80% on the financial results of salary of 75% at Target.our wealth management business, which she manages, and 20% on general Corporate Goals.

For Mr. Martin and the other named executive officers, the Compensation Committee established the following 20202021 goals (collectively, the “Corporate Goals”) and relative weightings for the Executive Annual Cash Incentive Plan:

The Maximum level for goal achievement was increased by the Compensation Committee from 105% in 2020 to 115% in recognition of the potential enhancement of financial results associated with projected credit loss reserve releases anticipated in 2021. Under the Executive Annual Cash Incentive Plan, incentive payments based on Provident’s actual 20202021 financial performance would be made if financial performance met or exceeded 90% of any one of the Corporate Goals (“Threshold”). The payout curve under this annual incentive plan provides a 50% of Target payout for each metric at Threshold performance achievement and 150% of Target for each metric at Maximum performance achievement. The wealth management business goals, associated with Ms. Murray’s incentive, are based on Total Revenue (weight 30%) with a target of $27.3 million, Total Net Income without allocated expenses (weight 30%) with a target of $8.05 million, AUM from New Business (weight 30%) with a target of $200,000 and Net New Relationships (weight 10%) with a target of 12. Threshold and maximum performance levels are established consistent with the Corporate Goals.

The overall actual achievement of Corporate Goals for 20202021 was at Maximum for the Earnings Per Share and Net Income corporate goals, and between Target and Maximum for the Expense Ratio corporate goal. The overall actual achievement of the Wealth Management goals for 2021 attributable to Ms. Murray was at Maximum for Total Net Income, AUM from New Business and slightly belowNet New Relationships and between Target and Maximum for the Earnings Per Share corporate goal.Total Revenue.

TheUnder the Executive Annual Cash Incentive Plan authorizes the Compensation Committee has authority to adjust actual financial performance results for extraordinary, unusual and/or non-recurring items. Consistent with that authority, and with past practices respecting certain strategic acquisitions by Provident, the Compensation Committee determined that it was appropriate to exclude the positive impact of (1) the one-time merger-related chargesrelease of the credit allowance associated with purchase credit deteriorated loans acquired in the 2020 SB One Bancorp transaction, and (2) the reversal of income recognized from the reduction of accrued contingent performance-based consideration associated with the 2019 acquisition of SB One Bancorp,Tirschwell & Lowey. The Compensation Committee also excluded expenses incurred in connection with damage from Hurricane Ida. As a result the Compensation Committee reduced 2021 earnings in an aggregate amount of $13 million, net of tax, inclusive of the one-time merger-related CECL provision mandated by accounting rules and extraordinary direct expenses associated with the COVID-19 pandemic, such as the purchase of personal protective equipment and supplemental pay to customer-facing branch employees in the early days of the pandemic in the aggregate amount of $1$2.589 million, net of tax.

Based on the foregoing, each of Mr. Martin and Mr. Labozzetta earned a cash incentive equal to 94.9%106.59% of his base salary, or $744,795, representing 118.59%142.12% of histheir Target opportunity. Messrs. Kuntz Lyons and Sierotko and Ms. MurrayLyons each earned a cash incentive of 62.4%equal to 71.06% of base salary. The 2020 cash incentive payments to these named executive officers represent payoutssalary representing 142.12% of 124.84% of thetheir Target opportunity. Mr. LabozzettaMs. Murray earned a cash incentive equal to 73.72% of 67.1% ofher base salary, or $391,720, seven twelfthsrepresenting 147.45% of which was earned underTarget, with the former SB One Bancorp incentive plan. Hiswealth management component (80%) of the payout represented 122.9%being 148.78% of his Target opportunity.Target.

Long-Term Equity Incentives

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

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

The Compensation Committee established the equity component of total compensation as a percentage of base salary for Mr. Martin and the 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:

The composition of the 20202021 long-term equity awards was as follows:

The Compensation Committee determined that for equity grants made in 20202021 to all named executive officers including Mr.Messrs. Martin, Lyons, and Kuntz and Ms. Murray 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. The equity grants made to Mr. Labozzetta were 76% performance-vesting and 24% time-vesting over three years. The time-vesting component related to the legacy SB One Bancorp incentive plan.

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.Index. The modifier provides for (i) a downward 20% adjustment of payout if our TSR is below the 25^th 25th percentile and (ii) an upward 20% adjustment of payout if our TSR is at or above the 75^th 75th percentile. Between the 25^th 25th percentile and the 75^th 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.

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.