Christopher Martin
PROVIDENT FINANCIAL SERVICESAbout Christopher Martin
Christopher Martin is Executive Chairman of Provident Financial Services, Inc. and Provident Bank, serving since January 2022; he has been a director since 2005 and is age 68 . He currently serves on the Board of Directors of the Federal Home Loan Bank of New York and previously served on the Board of Directors of the New Jersey Bankers Association . Company performance context: 2024 net income was $115.5 million; ROAA was 0.57% and ROATE was 8.58%; net interest margin was 3.26% versus 3.16% in 2023 . Pay-versus-performance data shows CEO total compensation reported when Martin was CEO was $2,530,194 in 2020 and $2,625,561 in 2021, with TSR values of $77.47 and $108.82 respectively (value of initial $100) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provident Financial Services, Inc. / Provident Bank | Chief Executive Officer and President | Sep 2009–Aug 2020 | Led the bank through expansion and strengthened market positioning; deep knowledge of financial markets and investments . |
| Provident Financial Services, Inc. / Provident Bank | Chairman and Chief Executive Officer | Aug 2020–Jan 2022 | Oversaw corporate strategy formation and execution during leadership transition . |
| Provident Financial Services, Inc. / Provident Bank | Executive Chairman | Jan 2022–Present | Executive leadership of board; partners with CEO; board independence supported by Lead Independent Director structure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Home Loan Bank of New York | Director | Current | Regional banking system governance and liquidity insights . |
| New Jersey Bankers Association | Director (prior) | Prior | Industry advocacy; regulatory engagement experience . |
Fixed Compensation
| Component | Detail | Amount/Term |
|---|---|---|
| Executive Chairman Base Salary (2024) | Salary increased by Board based on performance | $550,000 |
| Executive Chairman Agreement | Amended May 28, 2024; two-year term expiring May 16, 2026; base salary no less than $450,000 | Term: to May 16, 2026; Base ≥ $450,000 |
| Director Fees | Executive Chairman does not receive non-management director fees; salaried instead | Not applicable |
| Benefits/Perqs | Eligible for benefits generally available to other employees; use of company vehicle | Stated in agreement |
Performance Compensation
- No explicit annual incentive target for the Executive Chairman is disclosed; termination provisions reference “incentive compensation (if any)” earned as of termination date, implying discretionary or non-standard participation relative to NEO plans .
- Program context (for NEO annual incentives in 2024): weighted corporate goals across Net Income (40%), EPS (40%), and Efficiency Ratio (20%) with proration due to Lakeland merger; full-year payout at “target plus,” with time-sliced achievement: pre-close 112.8% of target, integration period paid at 100%, post-close at maximum 150% of target .
| Metric Period | Metric | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|---|
| Jan 1–Apr 30, 2024 | Net Income | 40% | 39.50 | 43.80 | 112.8% of target |
| Jan 1–Apr 30, 2024 | EPS | 40% | 0.52 | 0.58 | 112.8% of target |
| Jan 1–Apr 30, 2024 | Efficiency Ratio | 20% | 59.50% | 61.14% | 112.8% of target (combined) |
| May 1–Jul 31, 2024 | Net Income | 40% | 64.50 | 64.50 | 100% of target |
| May 1–Jul 31, 2024 | EPS | 40% | 0.57 | 0.57 | 100% of target |
| May 1–Jul 31, 2024 | Efficiency Ratio | 20% | 53.29% | 53.29% | 100% of target |
| Aug 1–Dec 31, 2024 | Net Income | 40% | 88.70 | 100.50 | 150% of target |
| Aug 1–Dec 31, 2024 | EPS | 40% | 0.68 | 0.77 | 150% of target |
| Aug 1–Dec 31, 2024 | Efficiency Ratio | 20% | 57.69% | 55.26% | 150% of target |
Note: The above table reflects NEO plan metrics for 2024; Executive Chairman participation is not disclosed .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 849,195 | Includes direct and plan holdings . |
| Shares subject to stock options (exercisable ≤60 days) | 402,191 | Legacy options outstanding; presently exercisable within 60 days . |
| Total beneficial ownership | 1,251,386 | Less than 1% of outstanding shares . |
| Ownership as % of outstanding | <1% | Based on 130,500,905 shares outstanding . |
| 401(k) Plan shares | 203,590 | As of Feb 28, 2025 . |
| ESOP shares | 24,661 | As of Feb 28, 2025 . |
| Unvested stock awards included in beneficial ownership | — | None indicated for Martin . |
| Hedging/Pledging | Hedging prohibited; pledging discouraged | Company anti-hedging policy; avoid pledging . |
| Stock ownership guideline | 6x base salary (Tier I: Executive Chairman/EV Vice Chairman/CEO) | Board-adopted guidelines . |
Employment Terms
| Provision | Detail |
|---|---|
| Executive Chairman Agreement term | Two-year term; expires May 16, 2026 (amended May 28, 2024) . |
| Base salary floor | No less than $450,000 . |
| Termination without cause / for good reason | Lump-sum cash equal to base salary due for remaining term; continued insurance coverage for remaining term (or cash equivalent), plus any earned incentive compensation . |
| Non-compete / non-solicit | One-year post-termination obligations (agreement-conditioned) . |
| Change-in-control agreement | Amended May 28, 2024; severance equals 3x average of annual compensation during the three completed calendar years preceding change-in-control; life, health, dental, and disability coverage for three years . |
| Clawback policy | NYSE/SEC-compliant clawback covering cash and equity incentives; additional misconduct-based recoupment provisions . |
| Hedging policy | Prohibits hedging; advises avoiding pledging . |
| Tax gross-ups | Company discloses no 280G excise tax gross-ups in employment or change-in-control arrangements . |
Board Governance
- Board leadership: Executive Chairman model with an independent Lead Director (John Pugliese) who schedules and presides over executive sessions, liaises with non-management directors, and provides input on agendas and materials .
- Independence: Board determined Martin is not independent due to his executive role; super-majority of directors are independent under NYSE standards .
- Committees: Six standing committees (Audit; Compensation & Human Capital; Finance; Governance/Nominating; Enterprise Risk; Technology), chaired and populated by independent directors; board met 14 times in 2024; all directors met ≥75% attendance .
- Director fees framework: Non-management director retainers and equity grants; Executive Chairman compensated by salary and does not receive director fees .
Compensation Committee & Peer Benchmarking
- Compensation Committee is independent; chaired by Matthew K. Harding; uses FW Cook as independent consultant with no conflicts .
- Peer groups: 2024 compensation benchmarking used a Northeast regional peer group (17 banks) and KBW Regional Bank Index for long-term performance; post-merger 2025 peer group realigned to 18 banks around $23.45B median assets .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval approximately 97% favorable; Committee considers these results in program design .
- 2024 investor outreach focused on five institutional holders representing ~17.8% of ownership as of Dec 31, 2024 .
Performance Context (Company-Level)
| Metric | 2024 Value |
|---|---|
| Net Income | $115.5 million |
| ROAA | 0.57% |
| ROATE | 8.58% |
| Net Interest Margin | 3.26% (vs. 3.16% in 2023) |
| Quarterly Dividend | $0.24 per share maintained |
Risk Indicators & Red Flags
- Clawback in place and expanded governance over incentives; hedging prohibited and pledging discouraged .
- Related party/insider lending governed under federal rules; 2024 aggregate loans and commitments to executive officers/directors and related entities totaled $74 million on market terms, with approvals and abstentions recorded; no indication specific to Martin in disclosures .
- Section 16(a) reporting: Company believes all reporting persons filed required reports timely in 2024 .
Investment Implications
- Alignment: Martin’s substantial beneficial ownership (1,251,386 shares including 402,191 exercisable options) and Tier I 6x salary ownership guideline support alignment; anti‑hedging/pledging policies reduce misalignment risk .
- Retention/Transition: Executive Chairman agreement provides income continuity and benefits upon termination; change‑in‑control economics (3x average comp + benefits) indicate stability but create potential transaction cost considerations; no excise tax gross‑ups mitigates shareholder-unfriendly optics .
- Governance balance: Executive Chairman structure is counterbalanced by a robust independent Lead Director role, independent committee leadership, and high board meeting cadence; independence designation for Martin and super-majority independent board help mitigate dual-role concerns .
- Performance linkage: While Martin’s specific incentive targets are not disclosed, company-wide incentive constructs tied to ROAA/ROATE/EPS with proration through the Lakeland merger suggest disciplined pay-for-performance; say‑on‑pay support at ~97% reduces compensation overhang risk .
- Trading signals: The presence of 402,191 options exercisable within 60 days represents potential exercise‑related flow; absence of disclosed pledging and stringent anti‑hedging policy reduce forced‑selling risks; monitor future filings for expirations and Form 4 activity .