John Pugliese
PROVIDENT FINANCIAL SERVICESAbout John Pugliese
Independent Lead Director of Provident Financial Services, Inc. (PFS); director since 2014, age 65. Former EVP and Head of Retail Banking at Bank of New York Mellon and CEO of Motors Management Corporation, with deep retail banking and credit market expertise. Serves as Lead Independent Director, with responsibilities including presiding over executive sessions, agenda input, and liaison between non-management directors and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of New York Mellon | EVP and Head of Retail Banking | Not disclosed | Retail banking leadership (credit markets expertise) |
| Motors Management Corporation | Chief Executive Officer | Not disclosed | Management and operations leadership |
| Team Capital Bank | Chairman | Not disclosed | Board leadership |
| Better Business Bureau of Metropolitan New York | Chairman (former) | Not disclosed | Governance and consumer trust |
| Buzz Points (Fisoc, Inc.) | Chairman of Board (former) | Not disclosed | Fintech/loyalty experience |
| Vertose Company, Ltd. | Board member (former) | Not disclosed | Board experience |
| St. Peter’s University | Board of Regents (former) | Not disclosed | Education governance |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Computershare Trust Company, NA | Board of Directors | Current | No PFS transfer-agent relationship disclosed (Broadridge is referenced elsewhere), reducing conflict risk |
| St. Peter’s Prep | Board of Trustees | Former | Community/education |
Board Governance
| Item | Details |
|---|---|
| Board leadership | Executive Chairman structure with independent Lead Director (Pugliese) |
| Lead Director responsibilities | Presides over at least two executive sessions per year; liaison to management; input on agendas; may attend committee meetings by invitation |
| Executive sessions | Six executive sessions in 2024; Led by Pugliese |
| Independence | Board determined Pugliese is independent under NYSE rules and company Independence Standards |
| Board meetings | 14 board meetings in 2024; policy requires annual meeting attendance; all directors attended ≥75% of board/committee meetings and attended the April 25, 2024 annual meeting |
| Committees (membership) | Governance/Nominating (6 meetings in 2024; Chair Fekete) ; Technology (4 meetings in 2024; Chair Gragnolati) |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $105,000 | Includes Board ($55,000), Lead Director ($25,000), and committee membership fees per schedule; actual paid totaled $105,000 |
| Equity grant (time-vested RS) | $89,999 | Annual equity grant equivalents to $90,000, one-year vesting; grant date May 28, 2024 |
| All other compensation | $17,914 | Includes dividends on stock awards and Executive Health Plan benefit |
| Total | $212,913 | — |
Director fee schedule (unchanged from 2023): Board retainer $55,000; Lead Director retainer $25,000; Committee chairs: Audit/Comp $27,500; Enterprise Risk/Finance/Technology $22,500; Committee members: Audit/Comp $15,000, Governance $10,000, Enterprise Risk/Finance/Technology $12,500; Annual equity grant of shares equivalent to $90,000 with one-year vest .
Performance Compensation
- No performance-based director compensation disclosed; director equity is time-vesting restricted stock with one-year vesting (not tied to corporate performance metrics) .
| Grant Date | Award Type | Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| May 28, 2024 | Time-vested restricted stock | $89,999 | One-year vest | None disclosed |
Other Directorships & Interlocks
| Company/Institution | Relationship to PFS | Potential Interlock/Conflict Note |
|---|---|---|
| Computershare Trust Company, NA | External board role | Proxy references Broadridge for proxy processing/householding, not Computershare; no related-party conflict disclosed |
| Various prior boards (Buzz Points, Vertose, BBB, Team Capital Bank) | Historical roles | No related-party transactions disclosed involving Pugliese |
Expertise & Qualifications
- Retail banking and credit market expertise; senior leadership at BNY Mellon and Motors Management Corporation .
- Lead Director experience (executive session leadership, agenda-setting, liaison functions) .
- Technology committee membership (oversight of tech strategy and cyber risk) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct/indirect) | 107,515 |
| Unvested stock awards included in beneficial ownership | 6,177 |
| Percent of class | <1% |
| Stock options | None disclosed |
| Ownership guidelines | Directors required to hold shares valued at 5x annual cash retainer |
| Hedging/pledging policy | Hedging prohibited; policy states directors should avoid pledging shares |
Governance Assessment
- Board effectiveness: Pugliese’s role as Lead Director with six executive sessions in 2024 indicates active independent oversight and structured feedback loops to management .
- Independence and attendance: Independence affirmed; attendance at or above threshold (≥75% across board/committee meetings) and annual meeting attendance achieved, supporting engagement .
- Compensation alignment: Director pay mix is standard for peers—cash retainer, committee fees, and a time-vested equity grant; no performance-linked director equity, aligning with best-practice independence (limits pay-for-performance influence on director objectivity) .
- Ownership alignment: Meaningful personal shareholding (107,515 shares) and unvested RSU balance; robust director ownership guideline of 5x retainer enhances alignment with shareholders .
- Conflicts/related-party exposure: Proxy identifies aggregate loans to directors/executives made at market terms and governed by policy (total $74 million), but no specific related-party transactions involving Pugliese are disclosed; anti-hedging and pledging-avoidance policies further mitigate alignment risks .
- Shareholder sentiment: 2024 say‑on‑pay approval at ~97% suggests broad investor support for compensation governance, indirectly reinforcing board credibility .
Red Flags
- None disclosed specific to Pugliese: no related-party transactions, no hedging/pledging disclosures adverse to policy, and independence affirmed .