Brian Flynn
PROVIDENT FINANCIAL SERVICESAbout Brian Flynn
Independent director of Provident Financial Services (PFS) since 2024; age 65; CPA with 40+ years in public accounting. Currently serves on the Board of Directors of PKF O’Connor Davies; previously served on boards of Hudson United Bank, TD Banknorth, and Lakeland Bancorp/Lakeland Bank. Qualifies as an Audit Committee financial expert; serves on Audit and Governance/Nominating Committees and chairs the Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeland Bancorp / Lakeland Bank | Director (prior) | Not disclosed | Banking oversight; joined PFS board via merger |
| Hudson United Bank | Director (prior) | Not disclosed | Financial services board experience |
| TD Banknorth | Director (prior) | Not disclosed | Financial services board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PKF O’Connor Davies | Member, Board of Directors | Not disclosed | CPA firm governance; relevant to audit expertise |
Board Governance
- Independence: Board affirmatively determined Flynn is independent under NYSE rules and company Independence Standards .
- Committees: Audit (member; audit financial expert), Finance (Chair), Governance/Nominating (member) .
- Attendance: Board met 14 times in 2024; all directors attended ≥75% of board and committee meetings; all directors attended the April 25, 2024 annual meeting .
- Executive sessions: Non-management directors held six executive sessions in 2024; presided by Lead Director (John Pugliese) .
- Majority voting: Uncontested elections subject to majority voting policy; directors with more WITHHELD than FOR must tender resignation .
Fixed Compensation
| Component | Amount/Terms | Period | Source |
|---|---|---|---|
| Board Member Annual Retainer (cash) | $55,000 | FY cycle May 1–Apr 30 | |
| Committee Chair Retainers | Audit & Compensation Chairs: $27,500; Enterprise Risk/Finance/Technology Chairs: $22,500 | FY cycle May 1–Apr 30 | |
| Committee Member Retainers | Audit & Compensation Members: $15,000; Governance/Nominating Members: $10,000; Enterprise Risk/Finance/Technology Members: $12,500 | FY cycle May 1–Apr 30 | |
| Lead Director Retainer | $25,000 | FY cycle May 1–Apr 30 | |
| Per-meeting fees | None | — | |
| Annual Equity Grant | Shares equivalent to $90,000; one-year vesting | Granted May 28, 2024 |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Brian M. Flynn | 90,625 | 89,999 | — | 180,624 |
Performance Compensation
- Director equity compensation is time-based and vests in one year; there are no disclosed performance metrics (no TSR or PSU conditions) for non-employee director grants .
| Grant Type | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Annual Director RSU | May 28, 2024 | 6,177 | One-year time-based | $89,999 |
| Annual Director RSU | May 1, 2025 (Form 4 txn date) | 5,392 | One-year time-based | Price $0 (award) |
Note: Director grants are awards with $0 transaction price; vesting is time-based without performance conditions .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Notes |
|---|---|---|---|
| PKF O’Connor Davies | Current | Board of Directors | External governance; audit expertise |
| Lakeland Bancorp / Lakeland Bank | Prior | Director | Multiple former Lakeland directors now on PFS board following merger (board refresh) |
| Hudson United Bank | Prior | Director | Banking board experience |
| TD Banknorth | Prior | Director | Banking board experience |
Expertise & Qualifications
- CPA; 40+ years public accounting; extensive auditing and financial reporting experience; Audit Committee financial expert credential .
- Finance oversight: Chairs Finance Committee with remit over strategic plan, capital utilization, IRR, liquidity oversight .
Equity Ownership
| Holder | Beneficial Shares | Unvested Awards Included | % of Class | As of |
|---|---|---|---|---|
| Brian M. Flynn | 44,622 | 6,177 | <1% | Feb 28, 2025 |
- Insider trading and awards:
- Form 3 (initial): Reported 38,445 shares on May 15, 2024 .
- Form 4 (award): 6,177 shares awarded May 28, 2024; post-transaction ownership 44,622 .
- Form 4 (award): 5,392 shares awarded May 1, 2025; post-transaction ownership 50,014 .
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2024-05-23 | 2024-05-15 | Form 3 | — | — | 38,445 | |
| 2024-05-30 | 2024-05-28 | Form 4 (Award) | 6,177 | 0 | 44,622 | |
| 2025-05-02 | 2025-05-01 | Form 4 (Award) | 5,392 | 0 | 50,014 |
- Ownership policies:
- Director stock ownership guideline: minimum value equal to five times the annual cash retainer .
- Anti-hedging/pledging: Directors prohibited from hedging company stock and advised to avoid pledging shares as collateral .
Governance Assessment
-
Strengths:
- Independence affirmed; Audit Committee financial expert credential enhances oversight quality .
- Chairs Finance Committee, providing strategic and capital oversight; multi-committee service signals high engagement .
- Attendance above board threshold; participation in annual meeting supports engagement .
- Director compensation structure aligned with peers; no per-meeting fees; meaningful equity element fosters alignment .
- Robust board governance (majority voting; six executive sessions; ownership guidelines; clawback/anti-hedging policies at company level) .
-
Potential risks/considerations:
- Post-merger interlocks: Several former Lakeland directors now on PFS board; while aiding continuity, investors should monitor for group-think or legacy relationships; no specific related-party transactions disclosed for Flynn .
- Board-level loans: Company discloses aggregate loans/commitments ($74 million) to directors/officers/related entities made on market terms; no Flynn-specific loans disclosed .
-
Shareholder sentiment:
- 2024 say-on-pay approval ~97% of votes cast, indicating broad investor support for compensation practices and board oversight .
Director Compensation Details (Structure Reference)
| Fee Element | Amount |
|---|---|
| Board Member Annual Retainer | $55,000 |
| Audit/Comp Committee Chair | $27,500 |
| Enterprise Risk/Finance/Technology Chair | $22,500 |
| Audit/Comp Committee Member | $15,000 |
| Governance/Nominating Committee Member | $10,000 |
| Enterprise Risk/Finance/Technology Member | $12,500 |
| Lead Director Retainer | $25,000 |
| Annual Equity Grant (time-vested) | $90,000 grant value; one-year vesting |
Flynn’s actual 2024 cash fees and equity grant: $90,625 cash; $89,999 stock awards; total $180,624 .
Related Party, Conflicts, and Policies
- No transactions or relationships requiring disclosure for Flynn beyond standard independence review; independence confirmed .
- Loans to certain directors/executives/related entities disclosed at aggregate level; made on market terms; approvals per Loan Policy; no preferential treatment .
- Company Code of Conduct and Corporate Governance Principles emphasize integrity, accountability, and stockholder communication channels .
Summary Implications
- Board effectiveness: Flynn’s audit expertise and finance chair role strengthen oversight of financial reporting, capital, liquidity, and strategic planning—positive for investor confidence .
- Alignment: Time-vested equity and ownership guidelines promote alignment; insider awards consistent with director program; anti-hedging policy reduces misalignment risk .
- Monitoring: Post-merger board composition warrants ongoing monitoring for potential interlocks and related-party lending exposures; currently no Flynn-specific red flags disclosed .