Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(e) Election of Director. On January 26, 2023, the Board of Directors of Provident Financial Services, Inc. (the "Company") ratified the 2023 targets established by the Board's Compensation Committee for the Executive Annual Incentive Plan, an annual performance-based cash incentive plan that was previously approved by the stockholders on April 23, 2015 (the "Plan").

The Plan provides for cash incentive payments based primarily on the Company's 2023 financial performance compared with certain targets (the "Corporate Targets"). Incentive payments based on the Company's 2023 financial performance may be made if the Company meets or exceeds 90% of any of the Corporate Targets ("Threshold").

For senior executive officers (including the President and Chief Executive Officer, the Chief Financial Officer, and the Chief Administrative Officer), 100% of the incentive payments that may be made under the Plan will be based on the Company's 2023 performance using the following Corporate Targets that relate to the Company's business plan and strategic objectives: (i) earnings per share (weighted 40%); (ii) net income (weighted 40%); and (iii) efficiency ratio (weighted 20%). For the Chief Wealth Officer, any incentive payments that may be paid under the Plan will be based on 2023 Company performance (weighted at 20%) and individual business line performance (weighted at 80%). For other Named Executive Officers, any incentive payments that may be paid under the Plan will be based 2023 Company performance (weighted at 80%) and individual performance (weighted at 20%).

Incentive payments will be a percentage of the executive officer's base salary. Using estimated 2023 base salary levels, the total aggregate cash incentive payments that may be made for 2023 under the Plan for the President and Chief Executive Officer, the Chief Financial Officer and the other Named Executive Officers would range from approximately $793,000 at the Threshold level up to approximately $2,380,000 at the Maximum level.

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. Not applicable

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