Independent
Tenure on this board
2.0 yrs
4 nominees · 3 ballot items.
Elect four directors; an advisory (non-binding) vote to approve the compensation paid to the named executive officers; and ratify KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
Election of four nominees—Brian A. Gragnolati, Edward J. Leppert, Nadine Leslie, and Thomas J. Shara—to serve three-year terms as members of the Board of Directors.
A non-binding, advisory vote asking stockholders to approve the compensation paid to Provident’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and accompanying narrative).
This proposal is a non-binding advisory (‘‘say-on-pay’’) request that shareholders approve the company’s disclosed executive compensation for the named executive officers. Management is seeking this approval to validate and reinforce the design and implementation of its pay-for-performance program, which the Compensation Committee believes aligns executive incentives with multi-year financial goals and stockholder value creation. The proxy describes a framework combining base salary, annual cash incentives tied to net income/EPS/efficiency metrics, and multi-year performance-vesting equity awards with a relative TSR modifier; substantial portions of pay are performance-based and at-risk, and the company uses clawbacks, ownership guidelines, and compensation committee oversight to mitigate inappropriate risk-taking. The board emphasizes that the vote is advisory and non-binding but states it will consider the outcome when making future compensation decisions; the proxy also notes prior stockholder support (approximately 84% in 2025) and enhanced governance features such as independent committee oversight and engagement with large institutional holders. From a governance perspective, management frames the program as balancing retention, alignment, and prudent risk management following the company’s post-merger integration and evolving regulatory/market conditions affecting regional banks. The Compensation Committee retains discretion to adjust plan outcomes for extraordinary items and has refined metrics (e.g., CECL add-back) to reduce volatility in incentive outcomes. A sophisticated analyst should view the proposal as a routine, disclosure-driven endorsement mechanism that signals whether investors accept the committee’s calibration of pay-for-performance, the chosen metrics, and pay levels in the context of the company’s recent merger, adjusted performance goals, and the industry liquidity environment. The Board recommends voting FOR because it believes the program drives long-term shareholder value while incorporating safeguards against excessive risk and misalignment.
Ratify the Audit Committee’s appointment of KPMG LLP as Provident’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.13% | 13,196,023 | $279M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.19% | 8,064,710 | $171M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.94% | 7,743,793 | $164M |
| 4 | STATE STREET CORP | 5.59% | 7,281,616 | $154M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.44% | 5,786,655 | $122M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 5,608,934 | $119M |
| 7 | BlackRock, Inc. | 3.16% | 4,119,027 | $87M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.75% | 3,586,192 | $76M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 2,858,646 | $61M |
| 10 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 1.46% | 1,904,361 | $40M |
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