PROVIDENT FINANCIAL SERVICES, INC. - DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



		239 Washington Street Jersey City, New Jersey 07302

Dear Fellow Stockholder:

I am pleased to invite you to participate in the 2026 Annual Meeting of Stockholders of Provident Financial Services, Inc., which will be held virtually on Thursday, May 21, 2026, at 10:00 a.m., local time. Information on how you can participate in the virtual Annual Meeting can be found on page 70 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, 2026.

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

Executive Chairman

April 8, 2026

Table
of Contents

Notice of Annual Meeting of Stockholders	5

Internet Availability of Proxy Materials	6

Proposal 1 Election of Directors	7
General	7
Board of Directors	7
Executive Officers	11

About Our Company	12

Governance and Sustainability	12
Board Composition and Skills	14
Board Leadership Structure	15
Corporate Governance	16

Audit Committee Matters	25
Audit Committee Report	25

Compensation and Human Capital Committee Additional Matters	26
Compensation Committee Interlocks and Insider Participation	26

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

Executive Compensation	41
Summary Compensation Table	42
Plan-Based Awards	44
Outstanding Equity Awards at Year-End	45
Option Exercises and Stock Vested	46
Pension Benefits	46
Non-Qualified Deferred Compensation	47
Potential Payments Upon Termination or Change in Control	48
Pay Ratio Disclosure	54

Pay Versus Performance	55

Director Compensation	59
Elements of Director Compensation	59
Director Compensation Table	61

Security Ownership of Certain Beneficial Owners and Management	62
Principal Stockholders	62

Delinquent Section 16(a) Reports	65

Proposal 2 Advisory Vote to Approve Executive Compensation	65

Proposal 3 Ratification of the Appointment of our Independent Registered Public Accounting Firm	66

Submission of Stockholder Proposals	67

Advance Notice of Business to be Conducted at an Annual Meeting	67

Notice of Solicitation of Proxies	67

Other Matters	68

General Information	69
The 2026 Annual Meeting of Stockholders	69
Who Can Vote	69
How Many Votes You Have	69
Matters to be Considered	70
How to Participate in the Virtual Annual Meeting	70
How to Vote	70
Participants in Provident Benefit Plans	70
Quorum and Vote Required	70
Revocability of Proxies	71
Solicitation of Proxies	71
Householding	71
Recommendation of the Board of Directors	71

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Notice of
Annual Meeting
of Stockholders

Virtual Meeting Information

THURSDAY, MAY 21, 2026

10:00 a.m., Eastern Standard Time

www.virtualshareholdermeeting.com/PFS2026

NOTICE IS HEREBY GIVEN THAT the 2026 Annual Meeting of Stockholders of Provident Financial Services, Inc. will be held in a virtual format on Thursday, May 21, 2026, at 10:00 a.m., Eastern Standard Time to consider and vote upon the following matters:

1.	The election of four nominees named in the attached Proxy Statement to serve as directors, each for a three-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, 2026.
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 27, 2026 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.

You may participate in the virtual Annual Meeting via the internet at www.virtualshareholdermeeting.com/PFS2026 by using the 16-digit control number included on your proxy card, voting instruction form or notice received by you.

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 participate in the Annual Meeting may vote electronically, even if they have previously mailed or delivered a signed proxy or voted by Internet or telephone.

By Order of the Board of Directors

Bennett MacDougall, Esq.

Corporate Secretary

Jersey City, New Jersey

Review your proxy statement and vote in one of four ways:


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	DURING THE ANNUAL MEETING www.virtualshareholdermeeting.com/PFS2026

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.

	PROVIDENT FINANCIAL SERVICES, INC. \| 2026 Proxy Statement		5

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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 April 8, 2026, 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 2026 Annual Meeting of Stockholders to be Held in a Virtual Format on May 21, 2026.

Our Proxy Statement and 2025 Annual Report to Stockholders are available
at www.proxyvote.com.

www.provident.bank		PROVIDENT FINANCIAL SERVICES, INC. \| 2026 Proxy Statement		6

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Proposal 1 Election of Directors

General

The Board of Directors of Provident Financial Services, Inc. (“Provident” or “company”) currently consists of thirteen members and is divided into three classes, with one class of directors elected each year. Each member of our board of directors also serves as a director of Provident Bank. Directors are elected to serve for a three-year term and until their respective successors are elected and qualified.

Four directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors are elected and qualified. On the recommendation of our Governance/Nominating Committee, our board of directors nominated Brian A. Gragnolati, Edward J. Leppert, Nadine Leslie, and Thomas J. Shara for election as directors at the Annual Meeting. Effective May 15, 2026, Director Shara will no longer serve as Executive Vice Chairman, but will remain a member of the board of directors.

All of the nominees for election at the Annual Meeting currently serve as directors of Provident and Provident Bank, and other than Flynn, Gragnolati, Hanson, and Shara, each nominee was previously elected by our stockholders. Directors Flynn, Gragnolati, Hanson, McCracken, and Shara were appointed to the boards of directors of Provident and Provident Bank in accordance with the terms of Provident’s acquisition of Lakeland Bancorp, Inc. (“Lakeland”), where Flynn, Gragnolati, Hanson, McCracken, and Shara were members of the board of directors, and McCracken was re-elected by our stockholders at the 2025 Annual Meeting. No arrangements or understandings exist between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for any or all of the nominees is withheld, it is intended that the shares represented by each fully executed Proxy Card will be voted “FOR” the election of all nominees.

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

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 whose skills meet the evolving needs of our board of directors. Director candidates must have the highest personal and professional ethics and integrity. Additional criteria weighed by the Governance/Nominating Committee in the director identification and selection process include the relevance of a candidate’s experience to our business, enhancement of the diversity of perspectives of our board, the candidate’s independence from conflict or direct economic relationship with our company, and the candidate’s ability and willingness to devote the proper time to prepare for, attend and participate in meetings. The Governance/Nominating Committee also takes into account whether a candidate satisfies the criteria for independence under our Independence Standards and the New York Stock Exchange listing standards, and if a nominee is sought for service on the Audit Committee, the financial and accounting expertise of a candidate, including whether the candidate qualifies as an Audit Committee financial expert.

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The age and business experience of each of our nominees for election as directors, and our incumbent directors, and directorships held by them with other public companies during the past five years, as well as their qualifications, attributes, and skills that led our board of directors to conclude that each such person should serve as a director are as follows:

Nominees:

BRIAN A. GRAGNOLATI

INDEPENDENT

Director since: 2024

Term Expires: 2026

Age 68

Committees:

•

Audit

•

Enterprise Risk

•

Technology

Biography:

Mr. Gragnolati is the former President and CEO of Atlantic Health System. He currently serves as an advisor to the Board of Atlantic Health System. Mr. Gragnolati is also former Chairman of the Board of Trustees of the American Hospital Association, and a member of the American Hospital Association Advisory Council to the FBI. He serves as Executive Partner of Concord Health Partners and serves as a Director of Revology. Prior to his tenure at Atlantic Health, he served as Senior Vice President, Community Division of Johns Hopkins Medicine and as President and CEO of Suburban Hospital. He also previously held executive positions at various medical organizations. Mr. Gragnolati previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Gragnolati’s experience in business, executive management and finance is beneficial to the company.

EDWARD J. LEPPERT

INDEPENDENT

Director since: 2020

Term Expires: 2026

Age 65

Committees:

•

Audit

•

Compensation and Human Capital

•

Finance

Biography:

Mr. Leppert is a certified public accountant and founder of Leppert Group LLC and has been in public practice since 1986. He was formerly Chairman of the board of both SB One Bancorp and SB One Bank. His experience with audit, financial reporting, sustainability, and disclosure issues, as well as his knowledge of the customers and communities in the northern New Jersey marketplace are beneficial to the board of directors. Mr. Leppert qualifies as an Audit Committee financial expert.

NADINE LESLIE

INDEPENDENT

Director since: 2021

Term Expires: 2026

Age 63

Committees:

•

Enterprise Risk

Biography:

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

THOMAS J. SHARA

EXECUTIVE VICE CHAIRMAN

Director since: 2024

Term Expires: 2026

Age 68

Biography:

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

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Incumbent Directors:

JAMES P. DUNIGAN

INDEPENDENT

Director since: 2018

Term Expires: 2028

Age 73

Committees:

•

Compensation and Human Capital

•

Enterprise Risk

•

Governance/ Nominating

Biography:

Mr. Dunigan has over 30 years of financial services and investment industry experience having served in executive leadership roles with PNC Asset Management Group, and as Interim Chief Investment Officer of the Pennsylvania State Treasury. Mr. Dunigan is Chairman of the Board of Trustees of Founding Forward (formerly the Legacy Foundation of the Union League of Philadelphia). His extensive experience in the financial services industry, and particularly in asset and wealth management, is a strategic asset to the board of directors.

BRIAN M. FLYNN

INDEPENDENT

Director since: 2024

Term Expires: 2027

Age 66

Committees:

•

Audit

•

Finance

•

Governance/ Nominating

Biography:

Mr. Flynn is a certified public accountant and a member of the Board of Directors of PKF O’Connor Davies. Mr. Flynn previously served on the boards of directors of Hudson United Bank, TD Banknorth, and Lakeland and Lakeland Bank. Mr. Flynn has more than 40 years of public accounting experience and his extensive experience in auditing and financial reporting brings in-depth knowledge to the board of directors. Mr. Flynn qualifies as an Audit Committee financial expert.

URSULINE F. FOLEY

INDEPENDENT

Director since: 2019

Term Expires: 2027

Age 65

Committees:

•

Enterprise Risk

•

Finance

•

Technology

Biography:

Ms. Foley has over 30 years of global experience in financial services and technology, having most recently served as Chief Corporate Operations Officer, Chief Information Officer, Chief Data Officer, and Managing Director with XL Group. Ms. Foley is a member of the Board of Directors of Greenlight Re, a global specialty property and casualty reinsurer. She also serves on several not-for-profit and advisory boards, including the Connecticut Chapter of the National Association of Corporate Directors and the PACE Seidenberg University Cyber Security Board. Ms. Foley’s extensive global experience in financial services, technology, cyber risk, and data security strengthens our board’s breadth of talent and depth of knowledge.

JAMES E. HANSON II

INDEPENDENT

Director since: 2024

Term Expires: 2027

Age 67

Committees:

•

Compensation and Human Capital

•

Enterprise Risk

•

Technology

Biography:

Mr. Hanson is President and Chief Executive Officer of The Hampshire Companies. He oversees the operation and investment activities of The Hampshire Companies and its Funds and Direct Investment Vehicles. Mr. Hanson is currently President of the Palisades Interstate Park Commission and a director of the United Hampshire U.S. REIT Management Pte, Ltd.; and the REIT manager of United Hampshire US Real Estate Investment Trust publicly listed on the Singapore Stock Exchange. Mr. Hanson is a former Council Member of the New Jersey State Investment Council and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. Hanson’s over 40 years of real estate investment management and operational experience provides the company valuable strategic insight.

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

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MATTHEW K. HARDING

INDEPENDENT

Director since: 2013

Term Expires: 2028

Age 62

Committees:

•

Compensation and Human Capital

•

Finance

•

Governance/ Nominating

Biography:

Mr. Harding is Chief Executive Officer and a member of the Board of Directors of Levin Management Corporation, a leading retail real estate services firm. Mr. Harding serves as Vice President of The Philip and Janice Levin Foundation and as a member of the Board of Trustees of the Gill St. Bernard’s School. Mr. Harding’s experience provides our board of directors with a comprehensive understanding of the real estate markets from both a competitive and a credit risk perspective.

ANTHONY J. LABOZZETTA

PRESIDENT & CEO

Director since: 2020

Term Expires: 2028

Age 62

Biography:

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

CHRISTOPHER MARTIN

EXECUTIVE CHAIRMAN

Director since: 2005

Term Expires: 2027

Age 69

Biography:

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

ROBERT E. MCCRACKEN

INDEPENDENT

Director since: 2024

Term Expires: 2028

Age 68

Committees:

•

Audit

•

Compensation and Human Capital

•

Governance/ Nominating

Biography:

Mr. McCracken is the sole managing member and owner of REM, LLC and the President of Smith-McCracken and Wood Funeral Homes. He is the immediate past Chairman of the Atlantic Health System Board of Trustees. Mr. McCracken previously served as a director for the former Newton Financial Corp. and Newton Trust Co. and previously served on the boards of directors of Lakeland and Lakeland Bank. Mr. McCracken’s business experience as an owner and operator of various businesses and experience in the real estate markets in northern New Jersey provides the company valuable insight into current markets.

JOHN PUGLIESE

INDEPENDENT LEAD DIRECTOR

Director since: 2014

Term Expires: 2027

Age 66

Committees:

•

Governance/ Nominating

•

Technology

Biography:

Mr. Pugliese previously served as Chief Executive Officer of Motors Management Corporation. Prior to that, he served as EVP and Head of Retail Banking for the Bank of New York Mellon. Mr. Pugliese is a member of the Board of Directors of Computershare Trust Company, NA and a former member of the Board of Trustees of St. Peter’s Prep. He formerly served as Chairman of the Board of Directors of Buzz Points (formerly Fisoc, Inc.), and as a member of the Board of Directors of Vertose Company, Ltd. He previously served as Chairman of the Better Business Bureau of Metropolitan New York, and as Chairman of Team Capital Bank, as well as on the Board of Regents of St. Peter’s University. Mr. Pugliese’s extensive banking and management experience and knowledge of the retail credit markets enhances the overall experience and qualifications of our board of directors.

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Executive Officers

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

James A. Christy

Age 58

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.

Adriano M. Duarte

Age 54

Mr. Duarte was appointed to the role of Executive Vice President and Chief Accounting Officer of Provident Bank in April 2023, and was formerly Senior Vice President and Controller of Provident Bank since January 2021.

William J. Fink

Age 67

Mr. Fink has been Executive Vice President and Chief Lending Officer of Provident Bank since January 2025. Prior to that time, he served as Executive Vice President and Head of TD’s U.S. Middle Market Banking and Commercial Bank Strategic Partnerships.

Vito Giannola

Age 49

Mr. Giannola has been Executive Vice President and Chief Banking Officer since May 2024. Previously he was Executive Vice President and 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.

George Lista

Age 66

Mr. Lista has been President and Chief Executive Officer of Provident Protection Plus, Inc. (formerly SB One Insurance Agency, Inc.), a wholly owned subsidiary of Provident Bank, since 2001. Mr. Lista has over 35 years of experience in the insurance industry.

Thomas M. Lyons

Age 61

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.

Bennett MacDougall

Age 54

Mr. MacDougall has been Executive Vice President, General Counsel, and Corporate Secretary of Provident since August 2023. Prior to that time, he was Senior Vice President of Provident, General Counsel of Provident Bank, and General Counsel of Beacon Trust since August 2021. Prior to that time, he was a Managing Director of BNY.

James M. Nigro

Age 58

Mr. Nigro has been Executive Vice President and Chief Credit Officer since May 2024. Prior to that time, he was Executive Vice President and Chief Risk Officer at Lakeland Bank since 2016.

Carolyn Powell

Age 60

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.

Ravi Vakacherla

Age 53

Mr. Vakacherla has been Executive Vice President and Chief Information and Operations Officer since October 2025, and prior to that time he was Executive Vice President and Chief Digital and Innovation Officer since July 2022. Prior to that time, he was Executive Vice President and Chief Transformation Officer with People’s United Bank since 2020.

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About Our Company

For more than 187 years, Provident has served individuals, families, and businesses in our local communities and created lasting value for our stakeholders, including our customers, employees, stockholders, and communities. We are proud of the involvement of every Provident director, officer, and employee in our commitment to sustainability and good governance. It is this dedication that creates long term benefits to Provident and its stakeholders and allows us to live up to our brand promise – “Commitment you can count on.”

Our board of directors and management are devoted to maintaining sound corporate governance and sustainability 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 follow all applicable corporate governance laws and regulations.

Our company is keenly aware of its responsibilities as a good corporate citizen to all its stakeholders: its customers, employees, stockholders, and the communities we serve. Among these responsibilities are the maintenance of ethical business practices in our everyday business dealings, adherence to transparency in our corporate governance protocols.

Governance and Sustainability

BOARD OVERSIGHT

The Governance/Nominating Committee oversees Governance and Sustainability efforts, supported by the Compensation and Human Capital, and Enterprise Risk Committees.

COMMITMENT TO OUR COMMUNITIES

Employee Experience

Provident is passionate about curating our employee experience built on our Guiding Principles for our approximately 1,866 team members. Our programs focus on attracting, developing, and rewarding employees to drive our strategic plan while maintaining our commitment to providing positive experiences for our customers and communities. We have a strong history of promoting from within and recruiting externally across diverse talent pipelines.

Talent Development and Leadership Programs

We offer a variety of leadership and skill based training programs to continuously enrich the skills of our team members from the front line to the executive team. Our Management Resource Planning process cultivates succession plans and development opportunities to support business needs and professional aspirations of employees.

Employee Recognition and Volunteer Programs

Programs such as PERK (Provident Employee Recognition & Kudos) and “Commit to Care” recognize exceptional employees and encourage community engagement. Employees receive paid volunteer time, contributing over 3,517 hours to 201 organizations in 2025. In an effort to elevate the quality of life for residents in the communities we serve, employees also donated to support five local organizations identified by Provident Bank as addressing critical issues such as affordable housing, food insecurity, small business lending, and essential community programs.

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Employee Benefits and Well Being

Provident supports employees with flexible work arrangements, retirement contributions, tuition assistance, and a student loan repayment program. Wellness initiatives include health savings contributions, wellness programs, and mental health support.

Backgrounds and Experiences

Provident’s hiring, training, and recognition programs are designed to ignite growth for employees from every background, celebrating diverse experiences, accelerating development, and empowering each person to thrive. As of December 31, 2025, 63% of Provident’s employees are women. Our employee resource groups are open to everyone, creating spaces where all employees can connect, feel included, and contribute to a culture that values every voice.

Philanthropy

The Provident Bank Foundation, established in 2003 with $24.7 million, has granted over $32 million to impactful non-profit organizations within our communities. In 2025, it funded 51 grants totaling $616,500, focusing on education, human services, and workforce development after completing a three-year strategic plan in 2024 to optimize giving and long-term community investment.

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 2025 the company awarded approximately $950,000 to fund multiple organizations as part of the New Jersey Department of Community Affairs and 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.

Similarly, Provident Bank has donated over $2,007,906 to more than six hundred worthy nonprofit organizations. Furthermore, Provident Bank participated in the NY Federal Home Loan Bank’s Small Business Recovery Grant program, distributing $100,000 in funding to eleven nonprofits that have encountered economic challenges due to inflation, rising costs of energy, the interest rate environment, and other financial constraints.

Sustainable Operations

Provident integrates sustainability into operations, focusing on recycling, waste reduction, and carbon footprint reduction. Efforts include renewable energy certificates offsetting over 17 million kWh of electricity over a period of 2 years (equivalent to 1.37 million gallons of gasoline) and recycling programs with significant environmental benefits.

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Board Composition and Skills

BOARD COMPOSITION

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BOARD SKILLS

The following matrix provides information regarding members of our board of directors, including certain types of knowledge, 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 include all of the knowledge, skills, experiences, or attributes of our directors, and the fact that a 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.

SKILLS

DIRECTORS

Audit/
Financial

Commercial
Real Estate
Knowledge

Environmental,
Social &
Governance

Executive
Experience

Industry
Knowledge

Risk

Technology/
Cyber

James P. Dunigan

Ursuline F. Foley

Brian M. Flynn

Brian A. Gragnolati

James E. Hanson II

Matthew K. Harding

Anthony J. Labozzetta

Edward J. Leppert

Nadine Leslie

Christopher Martin

Robert E. McCracken

John Pugliese

Thomas J. Shara

Board Leadership Structure

Our board of directors believes that having an Executive Chairman, together with the appointment of an independent Lead Director, is the appropriate board leadership structure for our company. John Pugliese currently serves as the Lead Director. Christopher Martin serves as our Executive Chairman. Our board of directors has determined that the Executive Chairman, working with the President and 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 Executive Chairman 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, together with the other non-management directors, provide the Executive Chairman and the President and Chief Executive Officer with timely feedback from the executive sessions.
•	Acts as the principal liaison between the non-management directors and the Executive Chairman and the President 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 Executive Chairman 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.

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Corporate Governance

Our board of directors meets quarterly, or more often as may be necessary. The board of directors met nine times in 2025. There are six standing committees of the board of directors: the Audit, Compensation and Human Capital, Finance, Governance/Nominating, Enterprise 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 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 2025. 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 2025. 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 24, 2025 participated in the meeting which was a virtual only meeting.

The six standing committees are described in greater detail below, including the names of the committee chairs and the directors currently serving on the committees, a summary of each committee’s duties and responsibilities and notes regarding the number of meetings held in 2025.

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

•	Our board conducts an annual evaluation of the performance of the board and its committees.
•	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 formation and updates.
•	We have robust stock ownership guidelines for our directors and named executive officers.
•	Our board has oversight of risk management with a focus on the significant risks facing our company, including cyber risks.
•	We regularly invite industry experts to meet with our board regarding key market developments.
•	Although there are no term limits for directors, we value board refreshment, and six of our thirteen directors have been added to the board in the last five years.

AUDIT COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Leppert

Other Committee Members: Messrs. Flynn, Gragnolati, and McCracken.

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 board of directors believes that Messrs. Flynn and Leppert each qualifies as an Audit Committee financial expert as that term is defined in the rules and regulations of the Securities and Exchange Commission (“SEC”).

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 eleven times during 2025. The Audit Committee reports to our board of directors after each meeting on its activities and findings.

The Audit Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

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COMPENSATION AND HUMAN CAPITAL COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Harding

Other Committee Members: Messrs. Dunigan, Hanson, Leppert, and McCracken.

Each member of the Compensation and Human Capital Committee (“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, among other things:

•

reviewing the performance of, and the compensation payable to, our named executive officers, including the President and Chief Executive Officer;

•

the compensation payable to our non-management directors;

•

CEO succession planning;

•

human capital management oversight;

•

reviewing and evaluating incentive compensation plans and risks associated with such plans; and

•

engaging 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.

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 met six times during 2025.

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.

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ENTERPRISE RISK COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Dunigan

Other Committee Members: Messrs. Gragnolati and Hanson, and Mmes. Foley and Leslie.

Each member of the Enterprise Risk Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards.

Our entire board of directors is engaged in risk management oversight. The separate standing Enterprise Risk Committee facilitates our board’s risk oversight responsibilities.

The Enterprise 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 conditions that potentially affect our business and to appropriately manage risks in order to provide reasonable assurance that our stated objectives will be achieved; and

•

identifying 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 Enterprise Risk Committee receives regular reports from management, including the Chief Risk Officer, the Chief Credit Officer, and Chief Information Security Officer, and reports regarding interest rate, liquidity, credit, operational, compliance, technology, data security, third-party and cyber risks, as well as other relevant risks and the actions taken by management to adequately address and mitigate those risks.

The Enterprise Risk Committee met ten times during 2025.

The Enterprise 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.

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FINANCE COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Flynn

Other Committee Members: Messrs. Harding, Leppert, and Ms. Foley.

Each member of the Finance Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards.

The duties and responsibilities of the Finance Committee include, among other things:

Review Provident Bank’s Strategic Business Plan (“Plan”) and advise the management team to provide recommendations to the board for modifications as deemed necessary, based on:

•

changing needs of Provident Bank’s business (e.g., stockholders, customers, employees);

•

changes in Provident Bank’s external environment (e.g., markets, competition, regulations/regulators, legislative issues, etc.);

•

changes in Provident Bank’s internal situation that may affect the strategy of Provident Bank;

•

the need to ensure continued alignment of the Plan with the board’s risk appetite for Provident Bank;

•

the performance results of Provident Bank against the Plan;

•

review of other relevant materials presented by management, and

•

the requirements of applicable strategic plan related Federal Reserve, FDIC, and State of NJ-Department of Banking and Insurance regulations, and changes thereto, including regulatory reporting requirements.

Review certain business-related activities of Provident Bank listed below, and provide oversight of and recommendations to the board regarding such activities as described below:

•

Annual Strategic Business Plan and Budget;

•

Measures and metrics for certain bankwide goals;

•

Business Line Assessment;

•

Pricing and Funding levels and strategy;

•

New/Existing Business Line Review;

•

Capital Utilization Strategy with Forecast;

•

Interest Rate Risk Position and Forecast and

•

Liquidity Position.

The Finance Committee met four times during 2025.

The Finance Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

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GOVERNANCE/NOMINATING COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Pugliese

Other Committee Members: Messrs. Dunigan, Flynn, Harding, and McCracken.

Each member of the Governance/Nominating Committee is considered independent as defined in the New York Stock Exchange corporate governance listing standards.

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, diversity, and other selection criteria for board members;

•

making recommendations to the board concerning board nominees;

•

conducting evaluations of the effectiveness of the operation of the board and its committees;

•

developing and maintaining corporate governance principles;

•

recommending revisions to the code of business conduct and ethics; and

•

making recommendations to the board regarding director orientation and continuing education.

The Governance/Nominating Committee met five times during 2025.

The Governance/Nominating Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website at www.provident.bank.

TECHNOLOGY COMMITTEE

Composition

Duties and Responsibilities

2025 Meetings and Charters

Committee Chair: Mr. Gragnolati

Other Committee Members: Ms. Foley and Messrs. Hanson and Pugliese.

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, including cyber and data security risks.

•

Review the company’s technology strategy including its use of artificial intelligence and associated budget and expenditures for the company’s business lines;

•

Review and, where appropriate, make recommendations to the board regarding significant technology investments in support of the company’s business, technology, data, and digital strategies;

•

Review major technology risk exposures, including operational aspects of information security and cybersecurity risks, and the steps taken to monitor and control such exposures; and

•

Receive reports from management regarding the company’s business continuity planning.

The Technology Committee met four times during 2025.

The Technology Committee’s charter is posted on the “Governance Documents” section of the “Investor Relations” page of Provident Bank’s website www.provident.bank.

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BOARD NOMINEE EVALUATION AND SELECTION PROCESS

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. A director is not eligible to be elected or appointed to the board of directors after reaching age 73.

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. In addition, each other director provides input on each nominee in one-on-one interviews conducted by the Chair of the Governance/Nominating Committee, who then provides feedback to each current member considered for re-nomination based on the input received from other directors and from the Governance/Nominating Committee.

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.

ANNUAL BOARD AND COMMITTEE PERFORMANCE EVALUATIONS

Each year the board of directors conducts an evaluation of the board’s performance that seeks feedback from each director 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 by the Governance/Nominating Committee and discussed at a meeting of the board of directors. In the past the board of directors has utilized, and annually considers the use of, a third-party to assist in the annual performance evaluation.

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

PROCEDURES FOR THE RECOMMENDATION OF DIRECTORS BY STOCKHOLDER

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., 111 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.”

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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., 111 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

We have a Code of Business Conduct and Ethics that applies to each 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.

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 our stakeholders. We have adopted the following Guiding Principles to assist us in our efforts:

Act with Integrity

	•	Be honest, transparent, and trustworthy
	•	Do what’s right and hold others to that standard
	•	Seek to understand, actively listen, and assume positive intent of others
	•	Contribute to a work climate where diversity in background and thought are valued and supported

Be Accountable

	•	Hold each other to a high standard of ownership and responsibility
	•	Set challenging goals without fear of failure
	•	Use good judgment and communicate with transparency
	•	Align efforts to support the business plans and strategies of the company

Promote Teamwork

	•	Welcome new team members and seek opportunities to make those around us better
	•	Embrace collaboration to achieve greatness
	•	Value each other’s abilities and partner together, regardless of level, to achieve shared goals
	•	Encourage each other and celebrate our successes

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Pursue Excellence

	•	Strive to perform with the highest degree of competence and professionalism
	•	Provide the highest level of service to our customers and each other
	•	Deliver our best by engaging the right people and removing barriers to get things done
	•	Courageously challenge the way we do our business in pursuit of being even better

Build for the Future

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

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

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

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:

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

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	loans with Provident Bank. These loans were made in the ordinary course of business, were made on substantially the same terms prevailing for loans made to others unrelated to Provident Bank, and do not involve more than the normal risk of collectability or present other unfavorable features; and

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

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

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. Regulations also permit directors and executive officers to receive the same terms through benefit or compensation plans that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to participating employees.

As of December 31, 2025, Provident Bank had aggregate loans and loan commitments totaling $69.2 million to its executive officers, directors or their related entities. These loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with the general public and do not involve more than the normal risk of repayment or present other unfavorable features. The Loan Policy of Provident Bank governs extensions of credit to executive officers and directors. The Loan Policy requires that all extensions of credit to executive officers or directors of Provident Bank receive the prior approval of a majority of the board of directors. Any interested party will abstain from participating directly or indirectly in the board voting, which shall be noted in the minutes.

Our Code of Business Conduct and Ethics requires directors and executive officers to promptly disclose any interest they may have in any proposed transaction involving Provident or Provident Bank, and any such director or executive officer shall abstain from any deliberation or voting on the transaction. Any such transaction requires the approval of a majority of the directors who have no interest in the proposed transaction. In addition, our directors and executive officers annually disclose any transactions, relationships, or arrangements they or their related interests may have with Provident or Provident Bank. These disclosures, together with information obtained from each director’s annual statement of interest form, are used to monitor related party transactions and make independent determinations.

Our insurance agency subsidiary, Provident Protection Plus, Inc. leases space from a real estate management company of which George Lista, an executive officer, is a 50% owner. We made lease payments of $266,477 to that real estate management company in 2025.

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.

STOCKHOLDER ENGAGEMENT AND FEEDBACK

Provident engages with stockholders to better understand their perspectives on topics including corporate governance, sustainability and governance strategy, and executive compensation. In 2026, we concentrated our outreach efforts and had productive conversations with multiple institutional holders, which represented over 10% of our ownership as of December 31, 2025.

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Audit Committee 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 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, 2025;
•	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, 2025 and related notes be included in Provident’s Annual Report on Form 10-K for the year ended December 31, 2025 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, 2026, subject to the ratification of this appointment by our stockholders.

THE AUDIT COMMITTEE OF PROVIDENT FINANCIAL SERVICES, INC.

Edward J. Leppert (Chair)
Brian M. Flynn
Brian A. Gragnolati
Robert E. McCracken

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Compensation and Human Capital Committee Additional Matters

Compensation Committee Interlocks and Insider Participation

Messrs. Dunigan, Hanson, Harding, Leppert, and McCracken served as members of the Compensation Committee during all or a portion of 2025. 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 2025, except as noted here and elsewhere in this Proxy Statement, that would require specific disclosures in this Proxy Statement under SEC rules.

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Compensation Discussion and Analysis

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

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 for 2025. These individuals named below are collectively referred to as our “named executive officers”:

	Name		Title
	ANTHONY J. LABOZZETTA		President and Chief Executive Officer
	THOMAS M. LYONS		Senior Executive Vice President and Chief Financial Officer
	GEORGE LISTA		Executive Vice President, President of Provident Protection Plus, Inc.
	THOMAS J. SHARA		Executive Vice Chairman
	RAVI VAKACHERLA		Executive Vice President Chief Information and Operations Officer

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

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 2025 strategic operating and financial performance include:

•	Provident had a productive 2025, growing our pre-provision net revenue (PPNR), every consecutive quarter reaching $111 million, or a 1.78% PPNR return on average assets in the fourth quarter, expanding 25 basis points year-over-year.
•	For the year ended December 31, 2025, net income totaled $291.2 million or $2.23 per basic and diluted share compared to $115.5 million or $1.05 per basic and diluted share for the year ended December 31, 2024. Full year 2024 only included approximately six months of Lakeland, based on the close of the merger on May 15, 2024.
•	We maintained our non-interest expense as a percentage average assets below 1.90% in 2025, and drove positive operating leverage every quarter with our efficiency ratio at 51% as of December 31, 2025.
•	Provident’s annualized returns on average assets, average equity, and average tangible equity were 1.34%, 11.78%, and 17.58% respectively for the quarter ended December 31, 2025.
•	Total gross loans grew 4.5% in 2025 to $19.5 billion, driven by $3.2 billion of new originations by our commercial lending team. The commercial loan pipeline stood at $2.74 billion as of December 31, 2025.
•	Our diverse fee income contribution continued to make a significant positive impact to our overall financial success. During 2025, we saw significant growth in insurance and SBA gain-on-sale revenues, while also making investments in our wealth platform for future growth.
•	Our net interest margin (net interest income divided by average interest earning assets) for the year ended December 31, 2025 increased 13 basis points to 3.39% compared to 3.26% for 2024.
•	Total assets as of December 31, 2025 were $25 billion, increased from $24.1 billion as December 31, 2024. Total deposits of $19.3 billion increased 3.5% year-over-year.
•	Our disciplined underwriting has resulted in consistently strong overall credit quality: annualized total net loan charge offs to average loans was 0.07% in 2025, compared to 0.09% in 2024.

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•	We maintained our regular quarterly cash dividend to stockholders of $0.24 per share in 2025. On January 26, 2026, the company announced a new two million share repurchase authorization.
•	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 in 2025 resulted in a favorable vote of approximately 84% of the votes cast on the matter.

Highlights of key compensation actions taken in 2025 were:

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

Compensation Consultants

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

The Compensation Committee considered the independence of FW Cook in light of SEC rules and New York Stock Exchange corporate governance listing standards and received a report from FW Cook addressing the independence of the firm and its consultants. The Compensation Committee discussed these considerations and concluded that the work performed by FW Cook and its consultants involved in the engagement did not raise any conflict of interest and concluded that they were independent Compensation Committee consultants.

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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 rewardin

Notice of Annual Meeting of Stockholders

Internet Availability of Proxy Materials

Proposal 1 Election of Directors

General

Board of Directors

Nominees:

Incumbent Directors:

Executive Officers

About Our Company

Governance and Sustainability

BOARD OVERSIGHT

COMMITMENT TO OUR COMMUNITIES

Board Composition and Skills

BOARD COMPOSITION

BOARD SKILLS

Board Leadership Structure

Corporate Governance

AUDIT COMMITTEE

COMPENSATION AND HUMAN CAPITAL COMMITTEE

ENTERPRISE RISK COMMITTEE

FINANCE COMMITTEE

GOVERNANCE/NOMINATING COMMITTEE

TECHNOLOGY COMMITTEE

BOARD NOMINEE EVALUATION AND SELECTION PROCESS

ANNUAL BOARD AND COMMITTEE PERFORMANCE EVALUATIONS

PROCEDURES FOR THE RECOMMENDATION OF DIRECTORS BY STOCKHOLDER

MAJORITY VOTING POLICY

STOCKHOLDER AND INTERESTED PARTY COMMUNICATIONS WITH THE BOARD

CODE OF BUSINESS CONDUCT AND ETHICS

CORPORATE GOVERNANCE PRINCIPLES

DIRECTOR INDEPENDENCE

TRANSACTIONS WITH CERTAIN RELATED PERSONS

ANTI-HEDGING POLICY

STOCKHOLDER ENGAGEMENT AND FEEDBACK

Audit Committee Matters

Audit Committee Report

Compensation and Human Capital Committee Additional Matters

Compensation Committee Interlocks and Insider Participation

Compensation Discussion and Analysis

Overview

Executive Summary

Strategic Highlights

Key Executive Compensation Actions

Compensation Consultants

Executive Compensation Philosophy

Notice of
Annual Meeting
of Stockholders

SEC Form DEF 14A filed by Provident Financial Services Inc