Business Context and Reporting Period
Company: Provident Financial Services, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 21, 2013
Principal Executive Offices: Jersey City, New Jersey
This filing reports on corporate governance actions taken by the Board of Directors regarding executive compensation arrangements. It does not contain financial performance results for a specific fiscal period.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the authorization of new employment agreements and does not include financial statements or pro forma information.
Material Changes
The primary material change reported is the authorization of new three-year change in control agreements for four executive officers, replacing previous two-year agreements. The affected officers are:
- Thomas M. Lyons (Executive Vice President and Chief Financial Officer)
- Donald W. Blum (Executive Vice President and Chief Lending Officer)
- John F. Kuntz (Executive Vice President, General Counsel and Corporate Secretary)
- Michael A. Raimonde (Executive Vice President and Director of Retail Banking)
Guidance, Outlook, and Management Commentary
Agreement Terms: The new agreements provide severance benefits in the event of a change in control followed by termination without cause, disability, or retirement, or termination by the executive for "good reason."
Severance Calculation: The severance payment is equal to three times the highest level of aggregate annualized base salary and other cash compensation paid to the executive during the calendar year of termination or the two immediately preceding calendar years, whichever is greater.
Additional Benefits: Executives are generally entitled to life, health, dental, and disability coverage for the remaining term of the agreement.
Regulatory Compliance: Payments are reduced to the extent necessary to prevent an excess parachute payment under Section 280G of the Internal Revenue Code.
Future Filings: The form of the new agreements will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
Investor Verification Checklist
- Verify the specific terms of the "good reason" definition in the full agreement text when filed in the 2012 Form 10-K.
- Review the 2012 Form 10-K to confirm the aggregate annualized compensation levels used to calculate potential severance.
- Assess the potential financial impact of these agreements on the company in the event of a future change in control transaction.
- Confirm that no other material events were omitted from this 8-K filing.