Ursuline Foley
PROVIDENT FINANCIAL SERVICESAbout Ursuline Foley
Independent director since 2019; age 64; current term expires in 2027. Foley brings 30+ years in global financial services and technology, including senior roles at XL Group as Chief Corporate Operations Officer, CIO, Chief Data Officer, and Managing Director . She is affirmed independent under NYSE rules; board independence reviewed annually with Foley determined independent in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group | Chief Corporate Operations Officer; Chief Information Officer; Chief Data Officer; Managing Director | Not disclosed | Expertise in financial services, technology, cyber risk, and data security; strengthens board’s breadth of talent |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlight Re | Director | Not disclosed | Global specialty P&C reinsurer board member |
| DOCOsoft (private, Europe) | Board member | Not disclosed | Claims management services to Lloyd’s syndicates |
| NACD Connecticut Chapter | Board/advisory | Not disclosed | Governance advisory involvement |
| PACE Seidenberg University Cyber Security Board | Advisory board member | Not disclosed | Cybersecurity oversight/advisory |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Foley is independent (2025 review) |
| Committees | Enterprise Risk; Finance; Technology (member; not chair) |
| Committee Chairs | Enterprise Risk Chair: Dunigan (11 meetings in 2024) ; Finance Chair: Flynn (3 meetings in 2024) ; Technology Chair: Gragnolati (4 meetings in 2024) |
| Attendance | All directors attended ≥75% of board and committee meetings in 2024; board met 14 times; Provident Bank board met monthly (≥11) |
| Executive Sessions | Six executive sessions held in 2024; Lead Independent Director John Pugliese presided |
| Director Ownership Guidelines | Minimum stock ownership equal to 5x annual cash retainer ; current board member cash retainer $55,000 |
| Compensation Governance | Compensation and Human Capital Committee (independent members) oversees director pay; FW Cook engaged as consultant; six meetings in 2024 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Options Outstanding | Other Notes |
|---|---|---|---|
| 2024 | 89,375 | None outstanding as of 12/31/2024 | No per‑meeting fees; fee schedule unchanged from 2023 |
Director Fee Schedule (current, unchanged from 2023)
| Component | Amount |
|---|---|
| Board Member Annual Retainer | $55,000 |
| Lead Director Annual Retainer | $25,000 |
| Audit/Comp Chairs | $27,500 |
| Audit/Comp Members | $15,000 |
| Governance Chair | $20,000 |
| Governance Members | $10,000 |
| Enterprise Risk/Finance/Technology Chairs | $22,500 |
| Enterprise Risk/Finance/Technology Members | $12,500 |
Performance Compensation
| Element | Grant Date | Grant Value ($) | Vesting | Metrics |
|---|---|---|---|---|
| Annual equity grant (time‑vesting RSU/stock award) | May 28, 2024 | 89,999 (grant-date fair value) | One‑year time vesting | None disclosed for non‑management directors (no PSU metrics) |
We do not pay per‑meeting fees; equity grants are time‑vested, with no performance metrics disclosed for director awards. No stock options outstanding for directors as of year‑end 2024 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | 2024 Compensation Committee members did not include Foley; none were employees; no interlock issues disclosed for committee members |
| Related Party Transactions | Board reviewed relationships; loans/lines noted for other directors (Harding, Hanson) on market terms; no specific related‑party transactions disclosed for Foley |
Expertise & Qualifications
- Financial services and technology operations leadership; cyber risk and data security domain expertise .
- Board‑level risk oversight experience (Enterprise Risk Committee member; 11 meetings in 2024) .
- Technology strategy oversight (Technology Committee member; 4 meetings in 2024) .
- Strategic finance oversight (Finance Committee member; 3 meetings in 2024) .
Equity Ownership
| As of | Shares Owned Directly/Indirectly | Shares Subject to Options | Beneficial Ownership | Percent of Class | Unvested Stock Awards Included |
|---|---|---|---|---|---|
| Feb 28, 2025 | 37,232 | — | 37,232 | <1% (“*”) | 6,177 |
Principal stockholders include BlackRock (14.7%), Vanguard (11.2%), State Street (6.1%), and Dimensional (5.9%) as of Feb 28, 2025 .
Insider Filings
| Filing | Filing Date | Period of Report | Summary/Link |
|---|---|---|---|
| Form 4 (Statement of Changes in Beneficial Ownership) | May 2, 2025 | May 1, 2025 | EDGAR index for Foley’s Form 4 |
| Historical Form 4 (grants/purchases) | Various | Various | Company IR insider filings page listing Foley’s historical Forms 3/4 |
Governance Assessment
- Independence and committee engagement: Foley is a fully independent director with active roles on enterprise risk, finance, and technology oversight committees—committees that met 11, 3, and 4 times respectively in 2024, indicating sustained engagement .
- Attendance and board process: Board met 14 times; all directors met ≥75% attendance; six executive sessions led by the Lead Independent Director support robust independent oversight .
- Pay and alignment: Director compensation structure is balanced between cash ($89,375) and time‑vested equity ($89,999) with no per‑meeting fees, suggesting focus on ongoing oversight rather than activity‑based incentives; minimum ownership guideline of 5x cash retainer enhances alignment, though individual compliance status for Foley is not disclosed .
- Conflicts and red flags: No related‑party transactions disclosed for Foley; no stock options outstanding for directors (reduces repricing risk); prohibition on hedging and clawback policies are part of the company’s governance framework (CD&A), though director‑specific clawback terms are not detailed .