PROVIDENT FINANCIAL SERVICES INC 8-K

What Happened

• Provident Financial Services, Inc. filed an 8-K (dated May 26, 2026) disclosing that it entered into an Amended and Restated Executive Chairman Agreement and an Amended and Restated Change in Control Agreement with Executive Chairman Christopher Martin, each dated May 21, 2026.
• Both agreements supersede Mr. Martin’s prior agreements and are substantially identical to the prior versions except that each now expires on May 21, 2028. Upon the earlier of the agreement’s expiration or Mr. Martin’s termination of Board service, he will serve as Director Emeritus of Provident Bank for three years under the bank’s bylaws.

Key Details

• Agreement dates: Amended agreements dated May 21, 2026; filed on Form 8-K May 26, 2026.
• Term: Both agreements expire May 21, 2028.
• Director Emeritus: Mr. Martin will serve as Director Emeritus of Provident Bank for a three‑year period after expiration or earlier termination of Board service.
• Change-in-control severance: If a qualifying termination follows a change in control, severance equals (days remaining in the term ÷ 365) × (average of Mr. Martin’s Annual Compensation for the three completed calendar years before the change in control).
• Benefits: Mr. Martin is entitled to continued insurance coverage at no cost for the remainder of the term. Full agreement texts are attached as Exhibits 10.1 and 10.2.

Why It Matters

• Governance and continuity: The amendments clarify leadership arrangements and commit Mr. Martin to an extended, but defined, timeline through May 21, 2028, with a post-service Director Emeritus role—useful for investors monitoring board stability and succession planning.
• Financial exposure: The change-in-control severance is prorated by days remaining in the term and based on a three‑year average of annual compensation, which limits the company’s potential severance liability compared with a full-year or multi-year lump-sum payout. Continued insurance coverage is an additional, non-cash benefit during the term.
• No immediate cash impact disclosed: The filing does not report any immediate cash payment; material effects would be contingent on a future change in control or termination as defined in the agreements.