Carolyn Powell
PROVIDENT FINANCIAL SERVICESAbout Carolyn Powell
Executive Vice President and Chief Human Resources Officer (CHRO) of Provident Financial Services, Inc. and Provident Bank since March 2020; age 59. Prior roles include Vice President, Human Resources at Conduent (2017–prior to joining PFS) and Director of Human Resources at Horizon Blue Cross Blue Shield of New Jersey . Powell is part of the combined company leadership following the Lakeland Bancorp merger, indicating continuity in HR leadership through integration . Company performance during 2024 (a key integration year): net income $115.5M ($1.05 per share), ROAA 0.57%, ROATCE 8.58%, NIM 3.26%, total assets $24.1B; 2024 TSR value of $100 investment was $98.86 vs peer index $132.44 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provident Financial Services/Provident Bank | EVP & Chief Human Resources Officer | Mar 2020–Present | Senior executive HR leadership through SB One/1st Constitution integration period and Lakeland merger completion (integration completed in 2024) |
| Conduent | Vice President, Human Resources | 2017–Mar 2020 (per proxy “since 2017,” prior to PFS appointment) | HR leadership at a business services and solutions company |
| Horizon Blue Cross Blue Shield of New Jersey | Director of Human Resources | Prior to 2017 (years not disclosed) | Human resources leadership in regulated healthcare payer context |
External Roles
- No public company directorships or external board roles for Powell are disclosed in PFS filings reviewed .
Fixed Compensation
- Individual base salary and cash bonus details for Powell are not disclosed (Powell was not a Named Executive Officer in 2024/2025 proxies) .
- Company framework for executive cash incentives (illustrative for Tier II executives in 2024): thresholds/targets below. Powell’s specific target is not disclosed.
| Annual Cash Incentive Plan Design (2024) | Threshold | Target | Maximum |
|---|---|---|---|
| CEO/EV Vice Chair (for context) – % of base | 37.5% | 75% | 112.5% |
| CFO/CAO/Chief Wealth/Chief Digital – % of base | 25% | 50% | 75% |
Additional features affecting all executives:
- Clawback policy (NYSE/SEC-compliant) applies to cash and equity incentives .
- Perquisites are limited (e.g., car allowances, executive physical), with detailed perqs disclosed for NEOs; no Powell-specific perqs disclosed .
Performance Compensation
Company plans and outcomes that govern executive incentives (Powell’s individual plan not disclosed):
- 2024 Executive Annual Cash Incentive – corporate metrics and outcomes (three prorated time windows due to the Lakeland merger closing mid-year) .
| Period | Metric (Weight) | Threshold | Target | Max | Actual | Result as % of Target |
|---|---|---|---|---|---|---|
| 01/01–04/30/2024 | Net Income (40%) | 33.60 | 39.50 | 44.70 | 43.80 | 112.8% (target plus) |
| EPS (40%) | 0.45 | 0.52 | 0.59 | 0.58 | 112.8% (target plus) | |
| Efficiency Ratio (20%) | 60.52% | 59.50% | 59.13% | 61.14% | 112.8% (overall window) | |
| 05/01–07/31/2024 | Net Income (40%) | — | 64.50 | — | 64.50 | 100.0% (target) |
| EPS (40%) | — | 0.57 | — | 0.57 | 100.0% (target) | |
| Efficiency Ratio (20%) | — | 53.29% | — | 53.29% | 100.0% (target) | |
| 08/01–12/31/2024 | Net Income (40%) | 75.40 | 88.70 | 100.40 | 100.50 | 150.0% (max) |
| EPS (40%) | 0.58 | 0.68 | 0.77 | 0.77 | 150.0% (max) | |
| Efficiency Ratio (20%) | 58.91% | 57.69% | 56.87% | 55.26% | 150.0% (max) |
Notes:
- 2024 plan definitions for EPS and Net Income were adjusted (add back CECL provision; subtract net charge-offs, net of tax) to emphasize management effectiveness amid macro volatility .
- Payout curve: 50% at threshold; 150% at maximum; Committee excluded one-time merger charges consistent with policy .
Long-term equity plan architecture (applies company-wide; individual award details for Powell not disclosed):
- Annual equity mix: 75% performance-vesting RSAs; 25% time-vesting RSAs .
- Vesting: performance awards measured over 3 years (three-year cliff); time-based awards vest ratably over 3 years .
- Performance goals for 2024–2026: Core ROAA (60% weight) and Core ROATE (40% weight), with a +/-20% TSR modifier on ROATE vs KBW Regional Bank Index; threshold/target/max levels shown below .
| 2024–2026 LTIP Goals | Threshold | Target | Maximum |
|---|---|---|---|
| Multi-Year Core ROAA (60% weight) | 78 bps | 92 bps | 97 bps |
| Multi-Year Core ROATE (40% weight) | 8.41% | 10.58% | 11.40% |
- Special merger-related performance grants (2-year cliff; metrics: cost savings 50%, successful integration 50%) were awarded to select NEOs (CEO, CFO, Chief Digital); Powell is not listed among recipients .
Equity Ownership & Alignment
- Initial insider filing: Powell’s Form 3 (3/2/2020) reported 0 shares beneficially owned at appointment .
- We did not locate Powell-specific entries in the 2025 “Management Ownership” table (it lists directors and NEOs), so current share count for Powell is not disclosed in the proxy table .
- Stock ownership guidelines: NEO Tier I (Executive Chair/EV Vice Chair/CEO) 6x base salary; NEO Tier II 1.5x base salary; the company states executives are subject to robust share ownership guidelines (compliance statuses disclosed for certain NEOs; Powell not listed) .
- Hedging and pledging: The policy prohibits hedging and states directors, officers, and employees should avoid pledging shares as collateral .
- Clawback: Company-wide clawback policy compliant with NYSE/SEC standards applies to incentive compensation .
Employment Terms
- No Powell-specific employment agreement or change-in-control (CIC) agreement is disclosed in the proxy. CIC agreements are disclosed for CEO Anthony Labozzetta, CFO Thomas Lyons, Executive Vice Chair Thomas Shara, Chief Wealth Officer Valerie Murray (3x cash), and Chief Digital Officer Ravi Vakacherla (2x cash), including continued benefits; executives receive severance upon qualifying terminations post-CIC under double-trigger conditions .
- CEO/Shara employment agreements are summarized (base terms, severance, non-compete/non-solicit, retention payments for Shara); no such agreement is identified for Powell .
Additional Context Relevant to CHRO Scope (Retention/Execution Risk)
- Workforce of ~1,754; 66% women; active leadership development (Provident LEAD), succession planning, and recognition programs; ~12,000 employee volunteer hours in 2024 .
- Say-on-Pay support of ~97% in 2024 indicates investor alignment with executive pay design and oversight .
- Company completed systems conversion and integration of Lakeland in 2024; maintained dividend ($0.24/share quarterly) and well-capitalized status .
Investment Implications
- Incentive architecture ties executive rewards to profitability (Net Income/EPS), efficiency, and three-year returns (ROAA/ROATE with TSR modifier), aligning leadership incentives with shareholder value drivers even amid merger integration; this framework likely applies to Powell’s team-level goals even though her individual targets are undisclosed .
- Anti-hedging/pledging and robust clawback reduce misalignment and reputational risk; ownership guidelines foster “skin in the game,” though Powell’s current holdings are not disclosed in tables and her only located insider filing (Form 3) showed 0 shares at appointment .
- No Powell-specific severance/CIC package is disclosed; compared to peers with CIC agreements, this may indicate lower individualized parachute risk and reduced forced-selling pressure from large equity vests for Powell specifically, but also leaves limited visibility into her retention economics relative to other executives .
- 2024 outcomes (target-plus annual incentives; maximum in post-close period) and strong Say-on-Pay support underscore incentive systems that rewarded execution through integration—favorable for retention of critical HR leadership in the near term .
Data gaps: Powell’s individual salary, target bonus, equity grant sizes, vesting schedules, current beneficial ownership, and any pledging detail are not separately disclosed in proxies; no Form 4 transactions for Powell were located in document searches beyond the initial Form 3 .