Item 5.02 Departure of Directors or Principal Officers.
On January 13, 2026, Thomas M. Lyons, notified Provident Financial Services, Inc. and its wholly owned subsidiary Provident Bank (together the “Company”) that he intends to resign as Senior Executive Vice President and Chief Financial Officer effective the earlier of June 30, 2026 or the appointment of a successor (the “Transition Date”). The Company will conduct a nation-wide search for Mr. Lyons’ replacement.
Mr. Lyons’ retirement is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Lyons’ retirement, the Company entered into a Retirement Transition and Release Agreement with Mr. Lyons dated January 13, 2026 (the “Transition Agreement”). Under the Transition Agreement, Mr. Lyons has agreed to continue to serve as Senior Executive Vice President and Chief Financial Officer of the Company through the Transition Date and then continue as an employee of the Company, in the role of Special Advisor to the Company’s President and Chief Executive Officer, until his last day of employment on January 31, 2027 (the “Termination Date”). Pursuant to the Transition Agreement, Mr. Lyons will receive (1) his regular base salary through the Transition Date, (2) following the Transition Date and ending on the Termination Date, an annualized base salary of $300,000, which shall be prorated, and (3) a cash bonus under the annual incentive plan, which will be pro-rated to take into account Mr. Lyons’ service from January 1, 2026 to the Transition Date. The payments under the Transition Agreement are subject to and contingent on Mr. Lyons signing and not revoking a general release of claims in favor of the Company and Mr. Lyons’ agreement to, and continued compliance with, non-solicitation covenants, non-disparagement, cooperation and non-disclosure provisions.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.