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Provident Financial (NYSE: PFS) extends Martin chairman, CIC deals

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Provident Financial Services, Inc. has amended and restated its Executive Chairman Agreement and Change in Control Agreement with Executive Chairman Christopher Martin. The new agreements replace prior versions and extend their terms through May 21, 2028, keeping the core terms substantially identical.

When the agreement term ends or Mr. Martin leaves the Board, he will serve as a Director Emeritus of Provident Bank for three years under the bank’s bylaws. Under the revised change in control arrangement, any severance after a qualifying termination will be based on the remaining term and the average of his Annual Compensation from the prior three completed calendar years, with insurance coverage continued at no cost for the rest of the term.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Executive Chairman term end May 21, 2028 Expiration of amended and restated Executive Chairman Agreement
Change in Control term end May 21, 2028 Expiration of amended and restated Change in Control Agreement
Director Emeritus period 3 years Service as Director Emeritus of Provident Bank after term or Board exit
Severance calculation basis Average Annual Compensation over 3 years Used in change in control severance formula
Annual Compensation lookback 3 completed calendar years Period used to compute average Annual Compensation
Amended and Restated Executive Chairman Agreement financial
"Provident Financial Services, Inc. and Christopher Martin ... have entered into an Amended and Restated Executive Chairman Agreement"
Amended and Restated Change in Control Agreement financial
"Provident Financial and Mr. Martin have entered into an Amended and Restated Change in Control Agreement"
Director Emeritus financial
"Mr. Martin will serve as a Director Emeritus of Provident Bank for a period of three years"
Annual Compensation financial
"the average of Mr. Martin’s Annual Compensation (as defined in the Change in Control Agreement)"
qualifying termination of employment financial
"the change in control severance payable upon a qualifying termination of employment will equal the product"
Understanding 8-K Material Events →
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):  May 21, 2026
PROVIDENT FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
  
001-31566
  
42-1547151
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

239 Washington Street, Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip Code)

(732) 590-9200
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common stock, par value $0.01 per share
  
PFS
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Provident Financial Services, Inc. (“Provident Financial”) and Christopher Martin, Executive Chairman of the Board of Directors of Provident Financial and Provident Bank (together, the “Board”), have entered into an Amended and Restated Executive Chairman Agreement (the “Agreement”).   The Agreement supersedes and replaces Mr. Martin’s prior Executive Chairman Agreement (the “Prior Agreement”) and is substantially identical to the Prior Agreement except the term of the Agreement expires on May 21, 2028 and, upon the earlier of the expiration of the term of the Agreement or Mr. Martin’s termination of service on the Board, Mr. Martin will serve as a Director Emeritus of Provident Bank for a period of three years in accordance with Provident Bank’s bylaws.

In addition, Provident Financial and Mr. Martin have entered into an Amended and Restated Change in Control Agreement (the “Change in Control Agreement”).  The Change in Control Agreement supersedes and replaces Mr. Martin’s prior Change in Control Agreement (the “Prior CIC Agreement”) and the Change in Control Agreement is substantially identical to the Prior CIC Agreement except the term of the Change in Control Agreement expires on May 21, 2028 and the change in control severance payable upon a qualifying termination of employment will equal the product of: (x) a fraction, the numerator of which is the number of days remaining in the term, and the denominator of which is 365, multiplied by (y) the average of Mr. Martin’s Annual Compensation (as defined in the Change in Control Agreement) during the three completed calendar years preceding the year in which the change in control occurs, and Mr. Martin will be entitled to continued insurance coverage, at no cost, for the remainder of the term.

The foregoing summary of the Agreement and Change in Control Agreement is qualified in its entirety by the full text of these agreements, which are attached to this Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference. 

Item 9.01.
Financial Statements and Exhibits.

(a)
Financial Statements of Businesses Acquired.  Not applicable.
(b)
Pro Forma Financial Information. Not applicable.
(c)
Shell Company Transactions.  Not applicable.
(d)
Exhibits.

Exhibit No.
  
Description
     
10.1
Amended and Restated Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 21, 2026
10.2
Amended and Restated Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 21, 2026
104
  
The cover page from the Company’s Form 8-K, formatted in Inline XBRL.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


   
Provident Financial Services, Inc.
     
     
DATE: May 26, 2026
By:  
 /s/ Thomas M. Lyons
   
Thomas M. Lyons
Senior Executive Vice President and
Chief Financial Officer





Source: View Original Filing on SEC EDGAR

FAQ

What did Provident Financial Services (PFS) change in Christopher Martin’s agreements?

Provident Financial Services amended and restated Christopher Martin’s Executive Chairman and Change in Control Agreements, extending both through May 21, 2028. The new contracts are described as substantially identical to the prior versions, with updates focused on term, severance formula and post‑service roles.

How long does Christopher Martin’s new Executive Chairman Agreement with PFS run?

The amended and restated Executive Chairman Agreement for Christopher Martin now runs through May 21, 2028. It supersedes his prior agreement but is described as substantially identical, primarily updating the term and adding a defined post‑service Director Emeritus role at Provident Bank.

What is Christopher Martin’s role after his term on the Provident Financial Board ends?

After his agreement expires or his Board service ends, Christopher Martin will serve as a Director Emeritus of Provident Bank for three years. This Director Emeritus position is established in Provident Bank’s bylaws and provides a formal continuing affiliation following active Board service.

How is change in control severance calculated in PFS’s new agreement with Christopher Martin?

Change in control severance equals a fraction of his average Annual Compensation multiplied by remaining days in the term divided by 365. This applies upon a qualifying termination after a change in control, aligning payout length with the remaining contract term through May 21, 2028.

What insurance benefits does Christopher Martin receive under the new Change in Control Agreement?

Under the amended Change in Control Agreement, Christopher Martin is entitled to continued insurance coverage at no cost for the remainder of the agreement term. This coverage applies following a qualifying termination of employment in connection with a change in control and matches the contract’s extended duration.

Where can investors find the full text of Christopher Martin’s new agreements with PFS?

The full texts of the Amended and Restated Executive Chairman Agreement and Change in Control Agreement are filed as Exhibits 10.1 and 10.2. They are incorporated by reference, allowing investors to review complete contractual details beyond the summarized description.

Filing Exhibits & Attachments

5 documents

Other Documents