James Hanson - Director | PROVIDENT FINANCIAL SERVICES (PFS) Executive Profile & Compensation

About James E. Hanson II

James E. Hanson II, age 66, is an independent director of Provident Financial Services, Inc. (PFS) since 2024, with his current term expiring in 2027 . He serves on the Compensation and Human Capital, Enterprise Risk, and Technology Committees, bringing over 40 years of real estate investment management and operational experience as President & CEO of The Hampshire Companies . The board affirmatively determined Hanson to be independent under NYSE rules and the company’s Independence Standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Lakeland Bancorp, Inc.	Director	Prior to PFS appointment in 2024	Former Lakeland director; PFS notes loans to entities associated with former Lakeland relationships were assumed at merger and remained ordinary course; independence affirmed
Lakeland Bank	Director	Prior to PFS appointment in 2024	Former Lakeland Bank director; experience informs risk and credit perspectives

External Roles

Organization	Role	Tenure	Notes
The Hampshire Companies	President & CEO	Ongoing	Oversees operations and investment activities of The Hampshire Companies and affiliated funds/vehicles
New Jersey State Investment Council	Council Member	Ongoing	Public fiduciary role
Palisades Interstate Park Commission	President	Ongoing	Public commission leadership
United Hampshire U.S. REIT Management Pte, Ltd.	Director	Ongoing	REIT manager of United Hampshire US REIT, publicly listed on the Singapore Stock Exchange

Board Governance

Committee assignments and chairs:
- Compensation and Human Capital Committee: Member; chaired by Matthew K. Harding; met 6 times in 2024; engages FW Cook as independent compensation consultant .
- Enterprise Risk Committee: Member; chaired by James P. Dunigan; met 11 times in 2024; oversight of credit, interest rate, liquidity, operational, compliance, technology, data security, third-party, and cyber risks .
- Technology Committee: Member; chaired by Brian A. Gragnolati; met 4 times in 2024; oversight of technology strategy and cyber/data risk .
Independence: Board determined Hanson is independent after reviewing relationships; loans to entities in which he is a member were ordinary-course, at market terms, and independence was affirmed .
Attendance and engagement: Board met 14 times in 2024; all directors attended no fewer than 75% of aggregated board and committee meetings; six executive sessions were conducted and presided over by the Lead Director (John Pugliese) .
Stock ownership guidelines: Non-employee directors must hold stock equal to 5x the annual cash retainer .

Fixed Compensation

Year	Cash Fees ($)	Committee/Chair Fees ($)	Meeting Fees	Notes
2024	85,000	Included within cash fees per schedule; specific breakdown not disclosed	None (no per-meeting fees)	Director fee schedule: Board retainer $55,000; Lead Director $25,000; Committee retainers: Audit/Comp Chair $27,500; Audit/Comp member $15,000; Governance Chair $20,000; Governance member $10,000; Enterprise Risk/Finance/Technology Chair $22,500; member $12,500

Performance Compensation

Grant Date	Award Type	Fair Value ($)	Vesting	Shares	Options
May 28, 2024	Time-vesting restricted stock	89,999	One-year vesting	6,177 unvested shares attributed in beneficial ownership as of Feb 28, 2025	No stock options outstanding for non-executive directors as of Dec 31, 2024

Performance Metrics Tied to Director Compensation	Disclosure
PSUs / performance-based equity for directors	Not disclosed; annual director equity is time-vested RSUs equivalent to $90,000, with one-year vesting

The Compensation Committee’s broader executive incentive framework uses ROAA, ROATCE, and EPS as most important metrics for CEO/NEO Compensation Actually Paid, underscoring a performance orientation at the company level (committee oversight in which Hanson participates) .

Other Directorships & Interlocks

Entity	Nature	Potential Interlock / Conflict Consideration
United Hampshire US REIT (via manager)	Public REIT listed on SGX	Real estate expertise overlaps with PFS’s CRE lending exposure; no specific transactions disclosed with PFS .
Entities with loans/LOCs at Provident Bank	Member of multiple entities	Transactions assumed following Lakeland merger; loans made on substantially the same terms as general public, do not involve more than normal risk; independence affirmed; prior board approval and abstention recorded per Loan Policy .

Expertise & Qualifications

Over 40 years of real estate investment management and operational experience; strategic insight into CRE markets relevant to bank credit risk and strategy .
Active roles across risk oversight committees (Enterprise Risk, Technology) and Compensation & Human Capital, evidencing broad governance engagement .

Equity Ownership

Holder	Shares Owned (Direct/Indirect)	Options	Beneficial Ownership (%)	Unvested Stock Awards Counted
James E. Hanson II	128,981	—	<1%	6,177

Director ownership guideline: Non-employee directors must hold 5x annual cash retainer; compliance status for individual directors not disclosed in proxy .
Hedging/pledging: Company policy prohibits hedging and discourages pledging for named executive officers and long-term incentive plan participants; director-specific hedging/pledging policy not disclosed in proxy .

Governance Assessment

Strengths:
- Independence affirmed despite ordinary-course credit relationships; governance controls include prior board approval and abstentions for insider credit, reducing conflict risk .
- Strong engagement: committee memberships across risk, technology, and compensation; board met 14 times; all directors ≥75% attendance; six executive sessions under independent Lead Director .
- Ownership alignment: director stock ownership guideline of 5x cash retainer; ongoing annual equity grants with one-year vesting create continuous alignment .
Watch items:
- Related-party exposure: Hanson-linked entities have loans/LOCs with Provident Bank (assumed via Lakeland merger). While ordinary course, continued monitoring for credit decisions and abstentions is prudent. Independence currently affirmed .
- Director equity is time-vested; no disclosed performance-vesting for directors, which may modestly lower pay-for-performance sensitivity relative to PSUs, though market-standard for directors .
Committee effectiveness indicators:
- Compensation and Human Capital Committee utilizes an independent consultant (FW Cook), oversees executive comp risk, clawbacks, and performance metrics—positive governance signals; Hanson’s membership ties him to this oversight .
- Enterprise Risk and Technology committees have high cadence (11 and 4 meetings, respectively) with comprehensive risk coverage (credit, IRR, liquidity, operational, cyber/data), aligning with Hanson’s experience .

RED FLAGS

Related-party transactions: Credit relationships to entities of which Hanson is a member—ordinary course and approved per policy; independence affirmed, but remains a potential perceived conflict needing ongoing transparency .
No evidence of hedging/pledging or option repricing for directors; no stock options outstanding as of year-end 2024—positive signal .