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Ravi Vakacherla

Executive Vice President and Chief Digital and Innovation Officer at PROVIDENT FINANCIAL SERVICESPROVIDENT FINANCIAL SERVICES
Executive

About Ravi Vakacherla

Executive Vice President and Chief Digital and Innovation Officer at Provident Financial Services (PFS), age 52, serving since July 2022; previously EVP and Chief Transformation Officer at People’s United Bank . Company performance context during his tenure: 2024 net income of $115.5 million with net interest margin of 3.26% and adjusted returns in Q4 2024 of ROAA 1.05% and ROATE 15.39% ; Q2 2025 net income was $72.0 million with record quarterly revenue of $214.0 million . PFS’s 2024 total shareholder return (TSR) implied value of a fixed $100 investment was $98.86 versus peer group $132.44; ROAA was 0.57% for 2024 (company-selected compensation metric) .

Past Roles

OrganizationRoleYearsStrategic Impact
People’s United BankEVP, Chief Transformation OfficerNot disclosedTransformation leadership prior to joining PFS

External Roles

No public company directorships or external roles disclosed for Vakacherla in the 2025 proxy. Skip.

Fixed Compensation

Component2024Notes
Base Salary$458,000 3.0% increase year over year
Target Bonus % of Base50% Chief Digital & Innovation Officer tier (Threshold 25%, Max 75%)
Actual Bonus Paid$286,500; 62.5% of salary; 125% of target Driven by corporate performance proration across merger periods
Stock Awards (Grant-Date Fair Value)$412,540 Performance- and time-vesting mix; plus merger-related grant; see details below
Perquisites (Total)$23,000 (Car allowance $12,000; Executive health $11,000) Limited perqs policy
Deferred Compensation (Company Contribution)$13,433 Aggregate balance $15,220; earnings $68

Performance Compensation

Annual Cash Incentive Framework (Corporate Metrics and 2024 Achievement)

Period (2024)MetricWeightThresholdTargetMaximumActualResult vs Target
Jan 1 – Apr 30Net Income40%33.60 39.50 44.70 43.80 112.8% (period result)
Jan 1 – Apr 30EPS40%0.45 0.52 0.59 0.58 112.8% (period result)
Jan 1 – Apr 30Efficiency Ratio20%60.52% 59.50% 59.13% 61.14% 112.8% (period result)
May 1 – Jul 31Net Income40%64.50 64.50 Target (100%)
May 1 – Jul 31EPS40%0.57 0.57 Target (100%)
May 1 – Jul 31Efficiency Ratio20%53.29% 53.29% Target (100%)
Aug 1 – Dec 31Net Income40%75.40 88.70 100.40 100.50 Maximum (150%)
Aug 1 – Dec 31EPS40%0.58 0.68 0.77 0.77 Maximum (150%)
Aug 1 – Dec 31Efficiency Ratio20%58.91% 57.69% 56.87% 55.26% Maximum (150%)
  • Plan definitions modified to add back CECL provision and subtract actual net charge-offs (net of tax) to reduce macro volatility effect on incentive outcomes .
  • Vakacherla’s final 2024 cash incentive payout: $286,500 (62.5% of salary), representing 125% of target .

Long-Term Incentives – Design and 2024 Grants

Award TypeGrant DateShares (Target)Grant-Date ValuePerformance Metrics / Vesting
Performance-Vesting RS3/4/202414,195 $206,280 2024–2026: Core ROAA (60%) and Core ROATE (40%) with TSR modifier vs KBW Regional Banking Index; payout 50–150% of target; 3-year cliff
Time-Vesting RS3/4/20244,710 $68,760 Ratably over 3 years
Merger-Related Performance RS5/20/20248,803 $137,500 2-year cliff; 50% cost savings achievement, 50% successful integration; dividends accumulated and paid if vested
  • 2022–2024 performance cycle vested at 138% of target following downward TSR modifier (TSR 17th percentile), reflecting maximum outcome on ROAA and ROATE goals; dividends of $2.88 per share paid on vested shares (company-wide disclosure) .

Equity Ownership & Alignment

ItemValue
Shares Owned (Direct/Indirect)9,737; beneficial ownership less than 1% of outstanding
Unvested Stock Awards Included in Beneficial Ownership9,121
Outstanding Unvested Awards at 12/31/2024Time-vesting 4,710 (MV $88,878); Equity incentive plan awards 14,195 (MV $267,860); Merger-related performance RS 8,803 (MV $116,113)
Stock Ownership Guideline1.5× base salary for Tier II executives
Compliance StatusNot yet met due to July 2022 onboarding; counts vested RS, unvested time RS, ESOP/401(k) toward compliance (performance RS and options excluded)
Hedging/PledgingHedging prohibited; directors/officers should avoid pledging company stock
OptionsCompany did not grant stock options in 2024; options not part of design

Employment Terms

ProvisionTerms
Change-in-Control Agreement (Pre-Plan)Two-year term for Vakacherla; CIC severance equals 2× highest annualized base + cash comp over year of termination or prior two years; life/health/dental/disability coverage for two years
Executive Severance Plan (Adopted 7/24/2025)Executives (incl. Ravi) eligible only if they waive existing CIC agreements and avoid duplicative benefits . Without cause termination: 1× base salary + 1× target cash incentive, up to 12 months health coverage via COBRA and 6 months outplacement; CIC within two years (double trigger): 2× multiple of base salary (greater of CIC date or termination date) + target cash incentive; 12× multiple for COBRA cash equivalent and 6 months outplacement . No excise-tax gross-ups; “best net benefit” reduction applies to avoid 4999 excise tax .
Good Reason / ReleaseGood Reason per LTIP with 90-day notice and 30-day cure; severance contingent on signed non-revocable general release; restrictive covenant agreement required .
Potential Payments (as of 12/31/2024)After CIC termination w/o cause or for Good Reason: Salary $916,800; Incentive $573,000; Benefits $70,260; Total $1,560,060; Unvested awards $763,367; Total $2,323,427 .
ClawbacksNYSE/SEC-compliant clawback policy covering cash and equity incentives, restatement-based recovery, and conduct-based forfeiture/recoupment .

Performance Compensation – Metric Calibration

MetricWeightThresholdTargetMaximumNotes
Core ROAA (Multi-Year)60%78 bps 92 bps 97 bps 2024–2026 plan; CECL add-back and net charge-off subtraction (net of tax) applied
Core ROATE (Multi-Year)40%8.41% 10.58% 11.40% TSR modifier: -20% below 25th percentile; +20% at/above 75th percentile vs KBW Index

Compensation Committee, Peer Benchmarks, and Say-on-Pay

  • Compensation and Human Capital Committee: Chair Matthew K. Harding; independent members Dunigan, Hanson, Leppert, McCracken; FW Cook as independent consultant .
  • Benchmarking: Targets generally set around peer median; 2024 pre-merger peer group of 17 Northeast banks; revised 2025 peer group post-merger to align asset size with 18 regional banks .
  • Say-on-Pay: 2024 advisory approval approximately 97% of votes cast .

Investment Implications

  • Pay-for-performance alignment: Vakacherla’s variable pay is tightly linked to ROAA/ROATE and EPS/efficiency outcomes, with multi-period calibration and a TSR modifier, and merger KPIs on special grants—supporting incentives for sustainable returns and integration execution .
  • Retention and severance economics: New Executive Severance Plan enforces double-trigger CIC protections at 2× and standard severance at 1× salary+target bonus, with restrictive covenants and no tax gross-ups—balanced retention with shareholder-friendly terms .
  • Insider selling pressure: Ownership is modest (<1% of class) with meaningful unvested equity and 3-year/2-year cliffs creating periodic vesting supply; hedging prohibited and pledging discouraged, reducing misalignment risk .
  • Execution risk: Corporate metrics were adjusted for CECL volatility, and 2024 cash incentives reflected strong post-merger outcomes; continued delivery on ROAA/ROATE and TSR relative to peers is key for vesting and payouts, indicating high linkage to operational performance .