Matthew Harding
PROVIDENT FINANCIAL SERVICESAbout Matthew K. Harding
Independent director of Provident Financial Services, Inc. since 2013; age 61; current term expires at the 2025 annual meeting. He chairs the Compensation and Human Capital Committee and sits on the Finance and Technology Committees. Professionally, he is CEO and a director of Levin Management Corporation, a retail real estate services firm; he also serves as Vice President of The Philip and Janice Levin Foundation and as a trustee of Gill St. Bernard’s School. The board identifies his core credential as deep real estate market expertise that informs competitive and credit risk oversight.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Levin Management Corporation | Chief Executive Officer; Director | Not disclosed | Provides real estate market perspective to the board (competitive and credit risk) |
| The Philip and Janice Levin Foundation | Vice President | Not disclosed | Philanthropic leadership (governance reputation) |
| Gill St. Bernard’s School | Board of Trustees | Not disclosed | Education/non-profit board experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Levin Management Corporation | CEO; Director | Private company | Retail real estate services firm |
| The Philip and Janice Levin Foundation | Vice President | Non-profit/Foundation | Governance and community ties |
| Gill St. Bernard’s School | Trustee | Non-profit/Education | Board service |
| Other U.S. public company boards (last 5 years) | — | — | None disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Harding is independent under NYSE rules and company Independence Standards |
| Committee assignments | Compensation & Human Capital (Chair); Finance (Member); Technology (Member) |
| Committee activity (2024 meetings) | Compensation & Human Capital: 6; Finance: 3; Technology: 4 |
| Board meetings (2024) | 14 meetings; all directors attended ≥75% of board and assigned committee meetings (aggregated) |
| Annual meeting attendance | Policy requires attendance; all directors present at 2024 annual meeting |
| Lead Independent Director | John Pugliese (context for board leadership structure) |
| Executive sessions | At least two per year; six held in 2024 (led by Lead Director) |
| Anti-hedging/pledging | Hedging prohibited; directors should avoid pledging company shares |
| Stock ownership guideline (directors) | 5x annual cash retainer |
| Compensation committee interlocks | None disclosed for Harding; no interlocks among 2024 Compensation Committee members |
Fixed Compensation
| Component (Director FY2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $106,875 |
| Stock awards (grant-date fair value) | $89,999 |
| All other compensation (incl. dividends on stock awards; executive health plan) | $17,914 |
| Total | $214,788 |
Director fee schedule (context): Board member annual retainer $55,000; Committee chair retainers: $27,500 (Audit & Compensation); Committee member retainers: $15,000 (Audit & Compensation), $12,500 (Enterprise Risk, Finance, Technology); Lead Director retainer $25,000; Annual equity grant ~$90,000 in shares, one-year vesting. No per-meeting fees.
Performance Compensation
| Equity Grant | Grant Date | Type | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual director equity | May 28, 2024 | Time-vesting restricted stock | $89,999 | One-year vesting; amounts reflect grant-date fair value; no stock options outstanding for non-exec directors |
Note: Director equity is time-vested (not performance-conditioned); there are no option awards disclosed for directors in 2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Prior public company directorships (5-year lookback) | None disclosed for Harding |
| Interlocks | No compensation committee interlocks disclosed for 2024 Compensation Committee members (incl. Harding) |
Expertise & Qualifications
- Real estate markets expertise (competitive and credit risk).
- Compensation governance leader (chairs Compensation & Human Capital Committee overseeing CEO pay, incentive plan design, succession, human capital oversight).
- Broader technology and finance oversight via committee memberships.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 64,219 |
| Percent of shares outstanding | <1% (denoted “*”) |
| Unvested stock awards included in beneficial ownership | 6,177 |
| Ownership guideline (directors) | 5x annual cash retainer (policy) |
| Hedging/Pledging | Hedging prohibited; directors should avoid pledging; no pledging disclosed for Harding in proxy |
Related-Party Exposure (Conflicts Review)
| Relationship | Nature | Terms | Board Determination |
|---|---|---|---|
| Real estate lending exposure through affiliated entities | Harding is an officer of a corporation with a 1% ownership interest, a GP of a limited partnership, and the non-member manager of an LLC; both the LP and LLC are partners of an entity with a commercial real estate loan and line of credit with Provident Bank | Loans made in ordinary course, on substantially the same terms as to the general public; do not involve more than normal risk; not preferential | After review, the board affirmed Harding’s independence |
Context: As of Dec 31, 2024, aggregate loans/commitments to executive officers, directors or related entities totaled $74 million, all on market terms per policy and with required board approvals/abstentions.
Say‑on‑Pay & Shareholder Feedback (Context for Comp Chair role)
- 2024 say‑on‑pay approval: approximately 97% of votes cast in favor, indicating strong shareholder support for compensation practices overseen by the Compensation & Human Capital Committee.
Governance Assessment
Strengths
- Independent director with >10 years of board service, chairing a key committee that governs executive pay, incentives, succession, and human capital risk.
- Active committee engagement (Compensation & Human Capital, Finance, Technology) with robust 2024 meeting cadence (6/3/4 respectively).
- Ownership alignment via meaningful shareholdings (64,219 shares) and a 5x retainer stock ownership guideline applicable to all directors; anti-hedging and anti‑pledging posture.
- Board-wide attendance and engagement policies followed; executive sessions and independent leadership structure in place.
Watch items / RED FLAGS
- Related-party lending adjacency: entities with which Harding has roles are partners in an entity with CRE lending/LOC at Provident Bank. While loans are ordinary-course on market terms and governance controls are in place (approvals, abstentions), this remains a perceived conflict to monitor given his finance/technology/comp oversight footprint.
- Director compensation includes health plan benefits (part of “All Other Compensation”); modest and common, but investors may prefer tighter limits on perquisites.
Overall implication for investor confidence: Harding’s real estate and governance expertise and his leadership of the Compensation & Human Capital Committee, coupled with strong say‑on‑pay support, are positives. The disclosed lending adjacency appears mitigated by ordinary-course terms and board-level controls, but should be tracked for any changes in scope, terms, or oversight.