James Dunigan
PROVIDENT FINANCIAL SERVICESAbout James P. Dunigan
Independent director of Provident Financial Services, Inc. since 2018; age 72 with deep financial services and investment leadership experience, including executive roles at PNC Asset Management Group and interim Chief Investment Officer of the Pennsylvania State Treasury. Current PFS committees: Compensation and Human Capital (member), Enterprise Risk (Chair), and Governance/Nominating (member). The board met 14 times in 2024; all directors attended at least 75% of board and committee meetings, and Dunigan is deemed independent under NYSE rules by the board’s annual review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Asset Management Group | Executive leadership roles | — | Asset/wealth management expertise supporting board strategy oversight |
| Pennsylvania State Treasury | Interim Chief Investment Officer | — | Investment policy leadership; public fiduciary background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Founding Forward (formerly Legacy Foundation of the Union League of Philadelphia) | Chairman, Board of Trustees | — | Non-profit leadership; community involvement |
Board Governance
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Enterprise Risk | Chair | 11 | Oversees enterprise-wide risk reporting (interest rate, liquidity, credit, operational, compliance, cyber), emerging risk identification, and culture of disciplined risk management |
| Compensation & Human Capital | Member | 6 | Oversees NEO pay, director pay, incentive risk assessment, human capital oversight, use of independent consultant (FW Cook) |
| Governance/Nominating | Member | 6 | Board composition, independence standards, evaluations, governance principles, director orientation/education, sustainability oversight |
- Independence: Affirmatively determined independent; no related-party transactions disclosed for Dunigan. Loans to certain other directors were ordinary-course and on market terms; none attributed to Dunigan.
- Attendance and engagement: Board met 14 times in 2024; all directors attended ≥75% of board and committee meetings; six executive sessions of independent directors held.
- Lead Independent Director: John Pugliese (not Dunigan); executive sessions presided by Lead Director.
- Anti-hedging/pledging: Directors prohibited from hedging and should avoid pledging PFS stock.
- Stock ownership guideline for directors: Minimum holding equal to 5x annual cash retainer.
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $55,000 | Director fee schedule (paid May–Apr) |
| Enterprise Risk Chair retainer | $22,500 | Committee chair cash retainer |
| Compensation Committee member retainer | $15,000 | Committee member cash retainer |
| Governance/Nominating Committee member retainer | $10,000 | Committee member cash retainer |
| Cash fees earned (reported) | $102,500 | Matches above components |
| Annual equity grant (time-vested, 1-year) | $89,999 | Shares equivalent to $90,000 grant; one-year vest |
| All other compensation | $17,914 | Dividends on stock awards; Executive Health Plan benefits |
| Deferred comp earnings (interest) | $12,799 | Interest on deferred director fees |
| Total reported compensation | $223,212 | Sum of components |
- Director fee policy: No per-meeting fees; equity grant vests in one year; fee levels unchanged vs 2023.
Performance Compensation
- No performance-based components disclosed for directors; annual equity grants are time-vesting with one-year vest and no performance metrics attached.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dunigan |
| Committee interlocks | None; Compensation Committee members (including Dunigan) were not officers/employees of PFS and had no interlock conflicts, per proxy |
Expertise & Qualifications
- Asset/wealth management and investment oversight from PNC and PA State Treasury roles; strategic asset for board in financial services.
- Risk governance experience as Enterprise Risk Committee Chair, overseeing comprehensive risk reports and emerging risks.
- Governance experience via Governance/Nominating Committee (board evaluations, independence standards, governance principles).
Equity Ownership
| Holder | Shares owned (direct/indirect) | Unvested stock awards included | Beneficial ownership % |
|---|---|---|---|
| James P. Dunigan | 43,512 | 6,177 | <1% |
- Ownership calculation includes direct, 401(k), ESOP, and IRAs; unvested time-based director awards are counted in beneficial ownership; performance awards and options are excluded.
Governance Assessment
- Strengths: Independent status; chairs Enterprise Risk with high meeting cadence (11 in 2024); engaged across compensation and governance committees; anti-hedging policy; robust director ownership guidelines bolster alignment; and strong say-on-pay support (97% approval in 2024) indicates investor confidence in compensation governance.
- Alignment: Director pay mix balanced between cash retainers/committee fees and time-vested equity ($89,999), reinforcing long-term alignment without short-term performance incentives that could skew risk-taking.
- Potential conflicts/RED FLAGS: None disclosed for Dunigan (no related-party transactions or preferential loans); bank-wide director/executive loans are ordinary-course and on market terms; policy discourages pledging and prohibits hedging.
- Attendance/engagement: Board met 14 times; all directors ≥75% attendance; independent executive sessions held six times—supports oversight credibility.
- Ongoing monitoring: Compensation Committee employs independent consultant FW Cook; annual risk assessment concludes incentive plans appropriately balance risk and reward.