PROVIDENT FINANCIAL SERVICES INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Anthony J. Labozzetta, the Company’s Principal Executive Officer, and Thomas M. Lyons, the Company’s Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2021. Based upon their evaluation, they each found that the Company’s disclosure controls and procedures were effective as of that date. Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 143 Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment management believes that, as of December 31, 2021, the Company’s internal control over financial reporting is effective based on those criteria. Report of Independent Registered Public Accounting Firm The Company’s independent registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. This report appears on pag e 72 of this Annual Report on Form 10-K. Changes in Internal Cont rol Over Financial Reporting During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Jurisdictions that Prevent Inspections None. 144 PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item regarding directors, executive officers and corporate governance is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on April 28, 2022. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on April 28, 2022. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on April 28, 2022. Securities Authorized for Issuance Under Equity Compensation Plans Set forth below is information as of December 31, 2021 regarding equity compensation plans categorized by those plans that have been approved by the Company's stockholders. There are no plans that have not been approved by the Company's stockholders. Plan Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(1) Weighted Average Exercise Price(2) Number of Securities Remaining Available For Issuance Under Plan (3) Equity compensation plans approved by stockholders 566,453 $ 18.73 1,546,648 Total 566,453 $ 18.73 1,546,648 ________________________ 1. Consists of outstanding stock options to purchase 566,453 shares of common stock granted under the Company’s stock-based compensation plans. 2. The weighted average exercise price reflects an exercise price of $15.23 for 51,881 stock options granted in 2013; an exercise price of $16.38 for 80,760 stock options granted in 2014; an exercise price of $18.34 for 65,972 stock options granted in 2015; an exercise price of $18.70 for 76,327 stock options granted in 2016; an exercise price of $26.31 for 42,857 stock options granted in 2017; an exercise price of $25.58 for 43,123 stock options granted in 2018; an exercise price of $27.25 for 41,685 stock options granted in 2019; an exercise price of $20.62 for 107,240 stock options granted in 2020; and an exercise price of $20.66 for 56,605 stock options granted in 2021 under the Company’s stock-based compensation plans. 3. Represents the number of available shares that may be granted as stock options and other stock awards under the Company’s stock-based compensation plans. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on April 28, 2022. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on April 28, 2022. 145 PART IV Item 15. Exhibits and Financial Statement Schedules The exhibits and financial statement schedules filed as a part of this Annual Report on Form 10-K are as follows: (a)(1) Financial Statements Page Number Report of Independent Registered Public Accounting Firm 67 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 69 C onsolidated Statements of Financial Condition, December 31, 2021 and 2 02 0 70 Consolidated Statements of Income, Years Ended December 31, 202 1 , 20 20 and 20 19 71 Consolidated Statements of Comprehensive Income, Years Ended December 31, 20 21 , 20 20 and 20 19 72 Consolidated Statements of Changes in Stockholders’ Equity, Years Ended December 31, 202 1 , 20 20 and 20 19 73 Consolidated Statements of Cash Flows, Years Ended December 31, 202 1 , 20 20 and 20 19 76 Notes to Consolidated Financial Statements. 77 (a)(2) Financial Statement Schedules No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes. (a)(3) Exhibits 2.1 Agreement and Plan of Merger by and between Provident Financial Services, Inc. and SB One Bancorp. (Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020) 3.1 Certificate of Incorporation of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.) 3.2 Amended and Restated Bylaws of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s December 31, 2011 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012/File No. 001-31566.) 4.1 Form of Common Stock Certificate of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.) 4.2 Description of Capital Stock of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s December 31, 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2020/File No. 001-31566.) 4.3 Form of Subordinated Note Certificate (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.) 4.4 Form of Senior Debt Indenture (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.) 4.5 Form of Subordinated Debt Indenture (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.) 10.1 Executive Ch airman Agreement by and between Provident Financial Services, Inc. and Christopher Martin dated December 31 , 20 21 (Filed as an exhibit to the Company’s Current Report on Form 8 -K with the Securities and Exchange Commission on January 6 , 20 22 / File No. 001-31566.) 10.2 Change in Control Agreement by and between Provident Financial Services, Inc. and Christopher Martin dated December 31 , 20 21 (Filed as an e xhibit to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on January 6 , 20 22 /File No. 001-31566.) 146 10.3 Employment Agreement, dated March 11, 2020, by and between Provident Financial Services, Inc. and Anthony J. Labozzetta (Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020) 10.4 Side-Letter Agreement, dated March 11, 2020, by and among Provident Financial Services, Inc., Provident Bank and Anthony J. Labozzetta (Filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020) 10.5 Change in Control Agreement, dated March 11, 2020, by and between Provident Financial Services, Inc. and Anthony J. Labozzetta (Filed as Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020) 10.6 Settlement Agreement, dated March 11, 2020, by and among SB One Bancorp, SB One Bank, Provident Financial Services, Inc., Provident Bank and Anthony J. Labozzetta (Filed as Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020) 10.7 Supplemental Executive Retirement Agreement, as amended by the benefit of Anthony J. Labozzetta. (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.) 10.8 Form of Three-Year Change in Control Agreement between Provident Financial Services, Inc. and each of Messrs. Kuntz, Lyons and Sierotko and Ms. Murray. (Filed as Exhibit 10.3 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.) 10.9 Form of Two-Year Change in Control Agreement between Provident Financial Services, Inc. and certain senior officers.(Filed as Exhibit 10.4 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.) 10.10 Form of One-Year Change in Control Agreement between Provident Financial Services, Inc. and certain senior officers. (Filed as Exhibit 10.5 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.) 10.11 Supplemental Executive Retirement Plan of Provident Bank. (Filed as Exhibit 10.5 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009/File No. 001-31566.) 10.12 Retirement Plan for the Board of Managers of Provident Bank. (Filed as Exhibit 10.7 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009 /File No. 001-31566.) 10.13 Provident Financial Services, Inc. Board of Directors Voluntary Fee Deferral Plan. (Filed as Exhibit 10.9 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009/File No. 001-31566.) 10.14 First Savings Bank Directors’ Deferred Fee Plan, as amended. (Filed as Exhibit 10.10 to the Company’s September 30, 2004 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2004/File No. 001-31566.) 10.15 Provident Bank Non-Qualified Supplemental Defined Contribution Plan. (Filed as an exhibit to the Company’s May 27, 2010 Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2010/File No. 001-31566.) 10.16 Provident Financial Services, Inc. Amended and Restated the Long-Term Equity Incentive Plan. (Filed as an appendix to the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 14, 2014/File No. 001-31566.) 10.17 Omnibus Incentive Compensation Plan. (Filed as Exhibit 10.19 to the Company’s December 31, 2011 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012/File No. 001-31566.) 10.18 Provident Financial Services, Inc. Executive Annual Incentive Plan (Filed as an appendix to the Company’s Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 13, 2015/File No. 001-31566.) 10.19 Provident Financial Services, Inc. 2019 Long-Term Equity Incentive Plan (Filed as an exhibit to the Company’s December 31, 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2020/File No. 001-31566.) 21 Subsidiaries of the Registrant. 23 Consent of KPMG LLP. 147 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in iXBRL and contained in exhibit 101). Item 16. Form 10-K Summary Not applicable. 148 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PROVIDENT FINANCIAL SERVICES, INC. Date: March 1, 2022 By: /s/ Anthony J. Labozzetta Anthony J. Labozzetta President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Anthony J. Labozzetta By: /s/ Thomas M. Lyons Anthony J. Labozzetta, President and Chief Executive Officer (Principal Executive Officer) Thomas M. Lyons, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: March 1, 2022 Date: March 1, 2022 /s/ Christopher Martin By: /s/ Frank S. Muzio Christopher Martin Executive Chairman Frank S. Muzio, Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) March 1, 2022 Date: March 1, 2022 By: /s/ Robert Adamo By: /s/ Thomas W. Berry Robert Adamo, Director Thomas W. Berry, Director Date: March 1, 2022 Date: March 1, 2022 By: /s/ James P. Dunigan By: /s/ Frank L. Fekete James P. Dunigan, Director Frank L. Fekete, Director Date: March 1, 2022 Date: March 1, 2022 By: /s/ Ursuline F. Foley By: /s/ Terence Gallagher Ursuline F. Foley, Director Terence Gallagher, Director Date: March 1, 2022 Date: March 1, 2022 By: /s/ Matthew K. Harding By: /s/ Carlos Hernandez Matthew K. Harding, Director Carlos Hernandez, Director Date: March 1, 2022 Date: March 1, 2022 By: /s/ Edward J. Leppert By: /s/ Nadine Leslie Edward J. Leppert, Director Nadine Leslie, Director Date: March 1, 2022 Date: March 1, 2022 By: /s/ Robert McNerney By: /s/ John Pugliese Robert McNerney, Director John Pugliese, Director Date: March 1, 2022 Date: March 1, 2022 149