Prudential Bancorp : Proxy Statement for the Annual Meeting of Shareholders on January 15, 2021

January 15, 2021

Dear Shareholder:

You are cordially invited to the Annual Meeting of Shareholders of Prudential Bancorp, Inc. to be held on Wednesday, February 17, 2021, at 11:00 a.m. Eastern Time. Due to the continuing public health impact of the coronavirus (COVID-19) pandemic, and the related governmental restrictions on public gatherings as well as to support the health and well-being of our shareholders and employees, the annual meeting will be held in a virtual meeting format only. You will not be able to attend the annual meeting physically. In light of the change in meeting structure, we will be streamlining the meeting process.

To participate in the meeting, visit https://www.psbanker.com/shareholder/. You may register for the meeting upon receipt of the annual meeting materials. If you hold your shares through a bank, broker or other nominee, you may need to take additional steps to participate in and vote at the meeting, as described in the proxy statement.

The Board of Directors unanimously recommends a vote "FORK election of our two nominees for director for a three-year term expiring in 2024 and "FORK ratification of the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2021. Each of these matters is more fully described in the accompanying materials.

It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting. We urge you to mark, sign, and date your proxy card today and return it in the envelope provided or vote over the Internet or by telephone, if available, even if you plan to attend the annual meeting. This will not prevent you from voting at the Annual Meeting, should you so choose, but will ensure that your vote is counted if you are unable to attend.

Your continued support of and interest in Prudential Bancorp, Inc. is sincerely appreciated.

Very truly yours,

Dennis Pollack

President and Chief Executive Officer

		PRUDENTIAL BANCORP, INC.
		1834 West Oregon Avenue
		Philadelphia, Pennsylvania 19145
	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME...................................................	11:00 a.m., Eastern Time, Wednesday, February 17, 2021
PLACE ................................................	Held virtually; visithttps://www.psbanker.com/shareholder/
		for more information
ITEMS OF BUSINESS......................	(1) To elect two directors for a three-year term and until their
		respective successors are elected and qualified;
		(2) To ratify the appointment of S.R. Snodgrass, P.C. as our
		independent registered public accounting firm for the fiscal
		year ending September 30, 2021; and
		(3) To transact such other business as may properly come
		before the meeting or at any adjournment thereof. We are
		not aware of any other such business.
RECORD DATE ................................	Holders of Prudential Bancorp, Inc. common stock of record at
		the close of business on December 31, 2020 are entitled to vote
		at the meeting.
ANNUAL REPORT...........................	Our 2020 Annual Report to Shareholders is enclosed but is not a
		part of the proxy solicitation materials.
PROXY VOTING ..............................	It is important that your shares be represented and voted at the
		meeting. You are urged to vote your shares by completing and
		returning the proxy card sent to you. Most shareholders can also
		vote their shares over the Internet or by telephone. If Internet or
		telephone voting is available to you, voting instructions are
		printed on your proxy card or voting instruction form. You can
		revoke a proxy at any time prior to its exercise at the meeting by
		following the instructions in the accompanying proxy statement.
		BY ORDER OF THE BOARD OF DIRECTORS

Sharon M. Slater

Corporate Secretary

Philadelphia, Pennsylvania

January 15, 2021

TABLE OF CONTENTS
	Page
About the Annual Meeting of Shareholders .....................................................................................................	1
Information with Respect to the Nominee for Director, Continuing Directors and Executive Officers ..........	3
Election of Directors (Proposal One).........................................................................................................	3
Members of the Board of Directors Continuing in Office.........................................................................	4
Committees and Meetings of the Board of Directors ................................................................................	5
Board Leadership Structure .......................................................................................................................	6
Board's Role in Risk Oversight .................................................................................................................	6
Director Independence...............................................................................................................................	6
Directors' Attendance at Annual Meetings ...............................................................................................	7
Directors' Compensation ...........................................................................................................................	7
Compensation Committee Interlocks and Insider Participation ................................................................	7
Director Nominations ................................................................................................................................	8
Executive Officers Who Are Not Also Directors ......................................................................................	9
Report of the Audit Committee.........................................................................................................................	9
Management Compensation..............................................................................................................................	10
Summary Compensation Table..................................................................................................................	10
Narrative to Summary Compensation Table .............................................................................................	10
Compensation Policies and Practices as They Relate to Risk Management .............................................	12
Equity Compensation Plans .......................................................................................................................	12
Employment and Change in Control Agreements .....................................................................................	13
Benefit Plans ..............................................................................................................................................	15
Long-Term Incentive Compensation .........................................................................................................	16
Related Party Transactions ........................................................................................................................	17
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management ............................	18
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Two) ................	20
Audit Fees ..................................................................................................................................................	20
Shareholder Proposals, Nominations and Communications with the Board of Directors ................................	21
Annual Reports .................................................................................................................................................	22
Other Matters ....................................................................................................................................................	22

ELECTRONIC DELIVERY

We encourage Prudential Bancorp, Inc. shareholders to voluntarily elect to receive future proxy and annual report materials electronically.

Electronic delivery is faster, economical and convenient.

If you are a registered shareholder, please visit www.investorvote.com/PBIPfor simple instructions. If you hold your shares in street name, you can opt for e-delivery at www.proxyvote.com or by contacting your broker.

PROXY STATEMENT

OF

PRUDENTIAL BANCORP, INC.

_____________________

ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

General. This proxy statement is furnished to holders of common stock of Prudential Bancorp, Inc., referred to as the "CompanyK or "Prudential Bancorp,K the parent holding company of Prudential Bank, referred to as "Prudential BankK or the "Bank.K Our Board of Directors is soliciting proxies to be used at the Annual Meeting of Shareholders to be held virtually, on Wednesday, February 17, 2021 at 11:00 a.m., Eastern Time, and any adjournment thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. This proxy statement is first being mailed to shareholders on or about January 15, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 17, 2021. This proxy statement and our 2020 Annual Report on Form 10-K are available through our website at www.psbanker.comunder the "Investor RelationsK Quick Link.

What is the purpose of the annual meeting?

At our annual meeting, shareholders will act upon the matters outlined in the attached notice of meeting consisting of the proposals to:

• elect two directors each for a three-year term expiring in 2024; and

• ratify the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2021.

Who is entitled to vote?

Only our shareholders of record as of the close of business on the record date for the annual meeting, December 31, 2020, are entitled to vote at the meeting. On the record date, we had 7,996,864 shares of common stock issued and outstanding and no other class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date, you will be entitled to one vote on each matter to be voted on at the meeting, in person or by proxy.

How do I submit my proxy?

After you have carefully read this proxy statement, indicate on your proxy form how you want your shares to be voted. Then sign, date and mail your proxy form in the enclosed prepaid return envelope as soon as possible. You may also vote over the Internet or by telephone by following the instructions on your proxy card or voting instruction form. This will enable your shares to be represented and voted at the annual meeting.

If my shares are held in "street name" by my broker, could my broker automatically vote my shares?

Your broker may not vote on the election of directors if you do not furnish instructions for such proposal. You should use the voting instruction form or broker card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares will be considered "broker non- votes.K

1

Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, proposal one, the election of directors, is not an item on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions.

Your broker may vote in his or her discretion on the ratification of the appointment of our independent registered public accounting firm if you do not furnish instructions.

Can I attend the meeting and vote my shares at the annual meeting?

Due to the COVID-19 pandemic, the annual meeting is only being held virtually. All shareholders are invited to attend the annual meeting virtually. The meeting will be conducted as a live, audio-only webcast. You may register for the meeting upon receipt of the annual meeting materials. Upon registration you will be provided additional information on how to attend the annual meeting, including a password necessary to join the meeting. Shareholders of record can vote virtually at the annual meeting. As a registered stockholder, you received a proxy card with this proxy statement. The proxy card contains instructions on how to register for the virtual annual meeting and includes your 15 digit control number. You will need your control number for voting.

Due to the decision to hold the annual meeting virtually, the focus of the meeting will be on the matters to be acted on at the meeting. You will be able to submit questions during the meeting only applicable to the matters to be acted on as well as vote during the meeting. Instructions for how to do so will be provided at the start of the annual meeting.

If your shares are held in "street name,K then you are not the shareholder of record and you must ask your broker or other nominee about how you can vote at the annual meeting.

Can I change my vote after I return my proxy card?

Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy card.

• First, you may complete and submit a new proxy card or vote over the Internet or by telephone before the annual meeting. Any earlier proxies will be revoked automatically.
• Second, you may send a written notice to our Corporate Secretary, Ms. Sharon M. Slater, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145, in advance of the annual meeting stating that you would like to revoke your proxy.
• Third, you may attend the annual meeting virtually and vote virtually at the annual meeting. Any earlier proxy will be revoked. However, attending the virtual annual meeting without voting virtually at the annual meeting will not revoke your proxy.

If your shares are held in street name and you have instructed a broker or other nominee to vote your shares, you must follow directions you receive from your broker or other nominee on how to change your vote.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of votes that all shareholders are entitled to cast on a particular matter will constitute a quorum. Proxies received but

2

marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.

What are the Board of Directors' recommendations?

The recommendations of the Board of Directors are set forth under the description of each

proposal in this proxy statement. In summary, the Board of Directors recommends that you vote FOR the two nominees for director described herein, and FOR ratification of the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2021.

The proxy solicited hereby, if properly signed and returned to us and not revoked prior to its use, will be voted in accordance with your instructions. If no contrary instructions are given, each proxy signed and received will be voted in the manner recommended by the Board of Directors and, upon the transaction of such other business as may properly come before the annual meeting, in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the annual meeting and any adjournment of the annual meeting and will not be used for any other meeting.

What vote is required to approve each item?

The election of directors will be determined by a plurality of the votes cast at the annual meeting. The two nominees for director receiving the most "ForK votes will be the directors for a three-year term expiring in 2024, and until their respective successors are elected and qualified. The affirmative vote of a majority of the votes cast by shareholders entitled to vote at the annual meeting is required for approval of the proposal to ratify the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2021. Under the provisions of the Pennsylvania Business Corporation Law, abstentions and broker non-votes do not constitute votes cast and will not affect the vote required for the proposal to ratify the appointment of the independent registered public accounting firm.

INFORMATION WITH RESPECT TO THE NOMINEE FOR DIRECTOR,

CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

Election of Directors (Proposal One)

Our Articles of Incorporation provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible. The directors are elected by our shareholders for staggered terms and until their successors are elected and qualified. Generally, one class is elected annually. At this annual meeting, you will be asked to elect two directors for a three-year term expiring in 2024 and until their respective successors are elected and qualified.

Our Nominating and Corporate Governance Committee has recommended the re-election of Messrs. John C. Hosier and Bruce E. Miller as directors. No director is related to any other director or executive officer by blood, marriage or adoption. Shareholders are not permitted to use cumulative voting for the election of directors.

Unless otherwise directed, each proxy signed and returned by a shareholder will be voted for the election of the two nominees for director listed below. If any person named as a nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for a replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why either of the nominees may not be able to serve as a director if elected.

3