Thomas Lyons
Senior Executive Vice President and Chief Financial Officer at 
PROVIDENT FINANCIAL SERVICES
PROVIDENT FINANCIAL SERVICESExecutive
About Thomas Lyons
Thomas M. Lyons is Senior Executive Vice President and Chief Financial Officer of Provident Financial Services, Inc. (PFS) and Provident Bank, serving as CFO since January 2019 and previously Executive Vice President & CFO since January 2011; he is age 60 as of the 2025 proxy . Under his tenure, company-selected performance indicators show Net Income of $116M and ROAA of 0.57% in 2024, versus $128M and 0.92% in 2023, and $176M and 1.29% in 2022; TSR for an initial $100 investment measured $98.86 in 2024 vs $89.28 in 2023 and $100.08 in 2022 . PFS’s long-term incentives for NEOs emphasize multi-year Core ROAA and Return on Average Tangible Equity with a relative TSR modifier, aligning pay with profitability and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Provident Financial Services, Inc. and Provident Bank | Senior EVP & CFO | 2019–present | Oversees financial strategy, capital, reporting; compensation design ties incentives to ROAA and ROTAE with TSR modifier . |
| Provident Financial Services, Inc. and Provident Bank | EVP & CFO | 2011–2018 | Continuity of finance leadership pre-CFO promotion, enabling stable incentive frameworks and governance continuity . |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 515,462 | 530,423 | 549,269 |
| Target Bonus ($) | 258,000 (Grant date 1/28/2021) | 265,500 (Grant date 1/27/2022) | 275,000 (Grant date 2/17/2023) |
| Actual Annual Bonus Paid ($) | 366,670 | 357,257 | 137,500 |
| All Other Compensation ($) | 116,562 | 108,164 | 131,917 |
| Change in Pension Value ($) | — | — | 5,089 |
| Total Compensation ($) | 1,308,294 | 1,314,444 | 1,153,775 |
Notes:
- 2021 bonuses paid to Lyons equaled 71.06% of salary and 142.12% of Target (company disclosed), evidencing above-target corporate performance .
- 2020 (context): cash incentive $313,348, equal to 62.4% of salary and 124.84% of Target .
Performance Compensation
Annual Incentive Plan (AIP)
- Structure: Target opportunities set annually; payouts based on corporate goals; committee may adjust for extraordinary/non-recurring items in line with policy .
- Example adjustments: 2020 excluded merger-related charges (SB One) and certain COVID-19 extraordinary expenses .
Long-Term Incentives (LTI) Design and Grants
| Component | Weighting | Metric | Measurement Window | Grant Details (selected years) | Vesting |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 75% of LTI for NEOs (historically) | Multi-year Core ROAA and Return on Avg Tangible Equity; TSR modifier applied to ROTAE goal | 3-year cycles (e.g., 2021–2023, 2022–2024, 2023–2025) | 2021 Target PSUs: 11,000 (Lyons) ; 2022 Target PSUs: 9,966 (Lyons) ; 2023 Target PSUs: 10,303 (Lyons) | Cliff vest at cycle end per achievement; TSR modifier can reduce/boost ROTAE tranche |
| Restricted Stock (Time-Vesting RSUs) | 25% of LTI for NEOs (historically) | Time-based | Typically 3 years | 2021 RSUs: 3,746 (Lyons) ; 2022 RSUs: 3,361 (Lyons) ; 2023 RSUs: 3,529 (Lyons) | Ratable/three-year vesting |
| Merger-Linked PSUs (special 2-year) | Special award | Cost savings (50%), integration success (50%) | 2024–2025 | 10,883 PSUs (Lyons), granted 5/20/2024 | Vest on achieving merger KPIs |
Vesting performance example:
- 2019–2021 PSU cycle vested at ~86.5% of Target due to below-Target achievement on Core ROAA and ROTAE, and TSR modifier <25th percentile applying 80% to ROTAE tranche .
Outstanding and Vested Awards Snapshot
| As of | Time-Vesting RSUs Unvested (#) | Market Value of Time-Vesting ($) | PSUs Target Unearned (#) | Market/Payout Value of PSUs ($) |
|---|---|---|---|---|
| 12/31/2021 | 7,075 | $171,357 (FMV $24.22) | 29,676 | $718,753 (FMV $24.22) |
| 12/31/2023 | 7,019 | $126,553 (FMV $18.03) | 31,269 | $563,780 (FMV $18.03) |
| 12/31/2024 | See 2024 grants and 2-year merger PSUs above; options not used in 2024 |
2023 vesting activity:
- Shares acquired on vesting: 19,850 (Lyons); value realized $463,835; no stock option exercises .
Equity Ownership & Alignment
| Year (as-of date) | Shares Owned (Direct/Indirect) | Stock Options (Exercisable) | Beneficial Ownership | Percent of Class | Unvested Awards Included in Beneficial Ownership |
|---|---|---|---|---|---|
| 2021 (3/2/2021) | 208,641 | — | 208,641 | <1% | 6,358 |
| 2022 (3/1/2022) | 223,075 | — | 223,075 | <1% | 7,075 |
| 2023 (3/1/2023) | 237,284 | — | 237,284 | <1% | 7,075 |
| 2024 (3/1/2024) | 262,825 | — | 262,825 | <1% | 7,019 |
| 2025 (2/28/2025) | 290,934 | — | 290,934 | <1% | 9,293 |
Ownership guidelines and policy:
- Stock ownership guidelines: Tier II (Other NEOs) = 1.5x base salary; Lyons currently meets the guideline .
- Hedging/pledging: Hedging prohibited; executives should avoid pledging shares; NYSE/SEC-compliant clawback policy adopted; no stock options granted in 2024 and options are not currently part of design .
Employment Terms
| Element | Key Terms |
|---|---|
| Position & Tenure | Senior EVP & CFO since Jan 2019; previously EVP & CFO since Jan 2011 . |
| Change-in-Control (CiC) Agreement | CiC severance payment equal to 3x highest aggregate annualized base salary and other cash compensation over the measurement period, plus continued life, health, dental, disability coverage for remaining term; “Good Reason” includes material duty change, pay/benefit reduction, >25-mile relocation, or failure to obtain assumption by successor . |
| Sample CiC Economics | 2023 proxy “After Change in Control” illustrative totals for Lyons: Total Cash & Benefits $2,737,588; Unvested Awards $830,562; Total $3,568,150 . 2022 proxy totals: Total Cash & Benefits $2,746,811; Unvested Awards $890,110; Total $3,636,921 . |
| Clawback | SEC/NYSE-compliant clawback of incentive-based pay after restatement, irrespective of misconduct; supplements existing clawbacks . |
| Prohibition on Hedging/Pledging | Hedging prohibited; pledging discouraged per stock trading policy . |
Compensation Structure Analysis
- Shift away from options: PFS states stock options are not currently a component; none granted in 2024—reduces leverage, lowers risk in equity mix .
- Performance-centric LTIs: 75% PSUs tied to multi-year Core ROAA and ROTAE with a TSR modifier; vesting outcomes demonstrate sensitivity (e.g., 2019–2021 cycle ~86.5% of Target) .
- Merger-linked incentives: 2024 special two-year PSUs for merger cost synergies and integration success add event-driven performance alignment (Lyons 10,883 PSUs) .
- Annual bonuses track corporate results: Documented above-target payouts in 2021 (142.12% of Target) and strong 2020 payouts despite adjusted extraordinary items, indicating committee discretion and alignment with core performance .
Investment Implications
- Alignment: Lyons meets ownership guidelines and holds increasing personal stake; long-term incentives are explicitly tied to profitability (ROAA/ROTAE) and relative TSR, supporting pay-for-performance discipline .
- Selling pressure: Recent vesting activity is material (19,850 shares vested in 2023); absence of options reduces forced exercise dynamics; hedging/pledging prohibitions mitigate misalignment risk .
- Event-driven upside/downside: Merger-linked PSUs (2024–2025) create near-term performance gates around cost saves and integration—monitor vesting probabilities vs disclosed targets for potential incremental supply if shares vest .
- Retention and CiC economics: 3x cash multiple and continuation of benefits under CiC provide strong retention; “Good Reason” protections and clawbacks are standard; severance terms appear market-consistent, limiting abrupt turnover risk .
- Performance trend: Company Pay vs Performance data shows ROAA compression and lower Net Income in 2024 vs 2022–2023; if LTIs are below target due to macro and merger integration, realized pay could be moderated, potentially reducing insider supply from PSUs .