DEF 14A of Oceanfirst Financial Corp, Apr 11, 2024

DEF 14A of Oceanfirst Financial Corp

Filed Apr 11, 2024 · FY20230001308179-24-000502

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Name | Age | Director Since | Independent | Committees | | John F. Barros | 50 | 2023 | | Finance | | Anthony R. Coscia | 64 | 2018 | | Leadership | | Jack M. Farris | 65 | 2015 | | Human Resources/Compensation, Information Technology, and Risk | | Robert C. Garrett | 66 | 2023 | | Audit | | Kimberly M. Guadagno | 64 | 2018 | | Human Resources/Compensation | | Nicos Katsoulis | 64 | 2019 | | Finance and Risk | | Joseph J. Lebel III | 61 | 2022 | | None | | Christopher D. Maher | 57 | 2014 | | None | | Joseph M. Murphy, Jr. | 65 | 2020 | | Finance and Information Technology | | Steven M. Scopellite | 58 | 2019 | | Information Technology and Leadership | | Grace C. Torres | 64 | 2018 | | Audit, Leadership, and Human Resources/Compensation | | Patricia L. Turner | 55 | 2020 | | Audit, Finance, and Information Technology | | Dalila Wilson-Scott | 50 | 2023 | | Human Resources/Compensation |

  3. Nominees for Director

    The below table represents the diversity matrix for the Director Nominees noted above:

  4. Nominees for Director

    | 2024 Director Nominees Diversity Matrix | | | | | Total Number of Directors | | 13 | | | Part I: Gender Identity | Female | | Male | | Directors | 4 | | 9 | | % of Total | 30.8% | | 69.2% | | Part II: Demographic Background | | | | | African American or Black | | 3 | | | White | | 9 | | | Hispanic or Latinx | | 1 | | | Asian | | 1 | | | Two or More Ethnicities | | 1 | | | LGBTQ+ | | 0 | |

  5. Committees of the Board of Directors

    Committees of the Board of Directors The Board of Directors of the Company maintains the Audit Committee, the Compensation Committee, the Leadership Committee, the Risk Committee, the Finance Committee, and the Information Technology Committee. The following is a description of each of the Company’s Board committees.

  6. Committees of the Board of Directors

    | Audit Committee | Meetings during 2023: 5 |

  7. Committees of the Board of Directors

    | Grace C. Torres* (Chair) Michael D. Devlin* Robert C. Garrett** Patricia L. Turner** John E. Walsh | The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure, and financial reporting matters. Each member of the Audit Committee is “independent” in accordance with Nasdaq listing standards and the heightened independence standards applicable to audit committees. The Board of Directors has a separately-designated standing Audit Committee for the Company and Bank established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee acts under a written Charter adopted by the Board of Directors, which is available on the Company’s website (www.oceanfirst.com). The Audit Committee reviews and reassesses the adequacy of its Charter on an annual basis. See “Proposal 3 – Ratification of Independent Registered Public Accounting Firm – Report of Audit Committee.” |

  8. Committees of the Board of Directors

    | * “Audit committee financial experts” under the Rules of the Securities and Exchange Commission (“SEC” or the “Commission”). | | ** Mr. Garrett and Dr. Turner were appointed to the Audit Committee in 2024. |

  9. Committees of the Board of Directors

    | Human Resources/Compensation Committee | Meetings during 2023: 6 |

  10. Committees of the Board of Directors

    | Jack M. Farris (Chair) Kimberly M. Guadagno Grace C. Torres Dalila Wilson-Scott* | The Compensation Committee of the Company and the Bank meets to establish the compensation for the executive officers and to review the Company’s incentive compensation program when necessary. The Compensation Committee is also responsible for establishing certain guidelines for compensation and benefit programs for other salaried officers and employees of the Company and the Bank. Each member of the Compensation Committee is independent in accordance with Nasdaq listing standards. The Compensation Committee acts under a written Charter adopted by the Board of Directors, which is available on the Company’s website (www.oceanfirst.com). The Compensation Committee reviews and reassesses the adequacy of its Charter on an annual basis. See “Executive Compensation—Compensation Committee Report on Executive Compensation.” |

  11. Committees of the Board of Directors

    | * Ms. Wilson-Scott was appointed to the Human Resources/Compensation Committee in 2024. |

  12. Committees of the Board of Directors

    | Leadership Committee | Meetings during 2023: 4 |

  13. Committees of the Board of Directors

    | Anthony R. Coscia (Chair) Steven Scopellite* Grace C. Torres John E. Walsh | The Leadership Committee of the Company and the Bank, formerly named the Corporate Governance/Nominating Committee, takes a leadership role in shaping governance policies and practices, including reviewing and monitoring compliance with the Company’s Corporate Governance Policy. In addition, the Leadership Committee serves as the Company’s nominating committee and is responsible for identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at the next Annual Meeting of Stockholders. The Committee also recommends to the Board director candidates for each committee for appointment by the Board and provides oversight of the Company’s Environmental, Social, and Corporate Governance (“ESG”) program and functions. The Chair of the Leadership Committee functions as Lead Director. Each member of the Leadership Committee is independent in accordance with Nasdaq listing standards. The Leadership Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is reviewed on an annual basis by the Leadership Committee. The procedures of the Leadership Committee required to be disclosed by the Commission rules are included in this proxy statement. See “Election of Directors — Criteria for Director Nominees.” |

  14. Committees of the Board of Directors

    | * Mr. Scopellite was appointed to the Leadership Committee in 2024. |

  15. Committees of the Board of Directors

    | Risk Committee | Meetings during 2023: 6 |

  16. Committees of the Board of Directors

    | Nicos Katsoulis (Chair) Michael D. Devlin Jack M. Farris | The Risk Committee of the Company and the Bank assists the Board in enterprise risk management functions. The Chair and at least one other director will be independent in accordance with Nasdaq listing standards. The Risk Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is reviewed on an annual basis by the Risk Committee. See “Board Role in the Oversight of Risk/Risk Committee.” |

  17. Committees of the Board of Directors

    | Finance Committee | Meetings during 2023: 4 |

  18. Committees of the Board of Directors

    | Joseph M. Murphy (Chair) John F. Barros* Michael D. Devlin Nicos Katsoulis Patricia L. Turner | The Finance Committee of the Company and the Bank assists the Board in overseeing the financial management of the Company and developing the Company’s strategic and annual business plan and budget. The Chair and at least one other director of the Finance Committee will be independent in accordance with Nasdaq listing standards. The Finance Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is renewed on an annual basis by the Finance Committee. |

  19. Committees of the Board of Directors

    | * Mr. Barros was appointed to the Finance Committee in 2024. |

  20. Committees of the Board of Directors

    | Information Technology Committee | Meetings during 2023: 7 |

  21. Committees of the Board of Directors

    | Steven M. Scopellite (Chair) Jack M. Farris Joseph M. Murphy Patricia L. Turner | The Information Technology Committee of the Company and the Bank provides oversight of the execution of the Company’s technology strategies and cybersecurity program and reviews the Company’s technology-related risk management activities. The Chair and at least one other director of the Information Technology Committee will be independent in accordance with Nasdaq listing standards, and the Committee will include at least one individual having significant experience and knowledge regarding information technology matters with a financial institution of at least similar size and complexity of the Company. The Information Technology Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is renewed on an annual basis by the Information Technology Committee. |

  22. Committees of the Board of Directors

    The following table identifies the standing committees and their members as of December 31, 2023.

  23. Committees of the Board of Directors

    | Director | Audit Committee | Leadership Committee | Human Resources/ Compensation Committee | Risk Committee | Finance Committee | Information Technology Committee | | John F. Barros* | | | | | | | | Anthony R. Coscia | | | | | | | | Michael D. Devlin | | | | | | | | Jack M. Farris | | | | | | | | Robert C. Garrett* | | | | | | | | Kimberly M. Guadagno | | | | | | | | Nicos Katsoulis | | | | | | | | Joseph M. Murphy | | | | | | | | Steven M. Scopellite | | | | | | | | Grace C. Torres | | | | | | | | Patricia L. Turner | | | | | | | | John E. Walsh | | | | | | | | Dalila Wilson-Scott* | | | | | | |

  24. Committees of the Board of Directors

    | | Chairperson | | | Member |

  25. Committees of the Board of Directors

    | * Mr. Barros, Mr. Garrett, and Ms. Wilson-Scott were appointed to their respective Committee effective January 1, 2024. |

  26. Proposal 1 Election of Directors

    Proposal 1 Election of Directors The Company’s Board of Directors currently consists of 15 directors. All of the directors are independent under current Nasdaq listing standards, with the exceptions of Christopher D. Maher, CEO and President of the Company and CEO of the Bank, and Joseph J. Lebel III, Executive Vice President and COO of the Company and President and COO of the Bank. All directors are elected to serve a one-year term expiring at the following Annual Meeting of Stockholders. Each of the members of the Board also serves as a director for the Bank. The experience and qualifications of each director are set forth under “Nominees for Director.” Mr. Devlin and Mr. Walsh will not stand for reelection at the 2024 Annual Meeting of Stockholders due to their desire to retire and the Company’s desire to reduce the size of the Board. Mr. Devlin will retain his role as a director of the Bank. Following the expiration of their current terms, the size of the Board will be reduced to 13 members.

  27. Board Independence

    Board Independence The Company believes that a Board composed primarily of independent directors is best suited to provide effective oversight and governance of the Company. As such, independent directors comprise the significant majority of Board members. However, the Board also includes two non-independent directors for whom the Company believes that their value to the Board outweighs any concerns regarding their independence. These non-independent directors are:

  28. Board Independence

    | • | Christopher Maher, whose role as combined Chairman and CEO was previously described in the Board Leadership Structure section. | | • | Joseph J. Lebel III, Executive Vice President and COO of the Company and President and COO of the Bank. The Company believes that Mr. Lebel’s extensive commercial leadership experience and knowledge of the Bank’s markets provides significant value to the Board. |

  29. Board Independence

    The Board of Directors also includes Joseph Murphy, Jr., former CEO of Country Bank, which was acquired by the Bank on January 1, 2020, who, while independent under Nasdaq standards, may be considered non-independent by external observers. The Company believes that, similar to the two directors previously discussed, Mr. Murphy’s experience, contributions, and financial interest in the Company outweigh any independence concerns. It is intended that the proxies solicited by the Board of Directors will be voted for the election of the nominees set forth in “Nominees for Director.” If any nominee is unable to serve, the persons named in the proxy card will vote your shares and approve the election of any substitute nominee proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.

  30. Criteria for Director Nominees

    Criteria for Director Nominees The Leadership Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. The same criteria are used for persons nominated by the Committee or by a stockholder. A candidate must meet any qualification requirements set forth in the Company’s bylaws or any Board or committee governing documents. The Leadership Committee will consider the following criteria in selecting nominees:

  31. Criteria for Director Nominees

    | • | financial, regulatory and business experience; | | • | familiarity with and participation in the communities served by the Company; | | • | integrity, honesty and reputation; | | • | dedication to the Company and its stockholders; | | • | independence; and | | • | any other factors the Leadership Committee deems relevant, including experience, demographic characteristics, size of the Board of Directors, and regulatory disclosure obligations. |

  32. Criteria for Director Nominees

    The Leadership Committee may weigh the foregoing criteria differently in different situations, depending on the composition of the Board of Directors at the time, and to fill a need if a director is expected to retire in the near future. While no single nominee may possess all of the skills needed to be a director, the Committee seeks to maintain a diversity of skills among the Board members necessary for the optimal functioning of the Board in its oversight of the Company. The Committee will strive to maintain at least one director who meets the definition of “audit committee financial expert” under the Commission’s regulations. In addition, prior to nominating an existing director for re-election to the Board of Directors, the Leadership Committee will consider and review an existing director’s Board performance and attendance at Board and Committee meetings and other Company functions; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.

  33. Board Refreshment; Process for Identifying and Evaluating Nominees

    Board Refreshment; Process for Identifying and Evaluating Nominees The Board continually seeks to refresh and improve its composition and has added new directors both as a result of the acquisition of other banks, as well as through searches. Pursuant to the Leadership Committee Charter as approved by the Board, the Leadership Committee is charged with the central role in the process relating to director nominations, including identifying, interviewing and selecting individuals who may be nominated for election to the Board of Directors. The process the committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

  34. Identification

    Identification For purposes of identifying nominees for the Board of Directors, the Leadership Committee relies on personal contacts of the committee and other members of the Board of Directors as well as its knowledge of members of the Company’s local communities. The Leadership Committee will also consider director candidates recommended by stockholders in accordance with the policy and procedures set forth above. The Leadership Committee has in the past used, and may in the future use, an independent search firm to assist in identifying candidates to fill a vacancy on the Board of Directors but does not use a search firm to identify or evaluate potential director nominees in the ordinary course.

  35. Evaluation

    Evaluation The Leadership Committee, in evaluating potential director candidates, conducts a check of the individual’s background, interviews the candidate, and determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above.

  36. Nominees for Election of Director

    Nominees for Election of Director The biography of each of the nominees below contains information regarding the person’s tenure as a director, business experience, other director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Leadership Committee and the Board to determine that the person should serve as a director for the Company. The Board of Directors has determined that the Board as a whole must have the right diversity and complementary mix of characteristics and skills for its optimal functioning in its oversight of the Company. The Company considers the following criteria for each of its members of the Board:

  37. Nominees for Election of Director

    | (1) Experience: Current and past work and Board experience; knowledge of the banking industry and financial services companies; familiarity with the operations of public companies; and business and management experience and acumen. | | (2) Personal characteristics: Ability to work collaboratively with management and as a member of the Board; ability to think strategically and evaluate the strategic vision or central idea for the Company; familiarity with and participation in the local businesses and the communities served by the Bank; integrity, accountability, and independence. | | (3) Director commitment: Time and effort available to devote to being a director; awareness and ongoing education; attendance at Board and committee meetings and other Company functions; other board commitments; stock ownership; changes in professional responsibilities; and length of service. | | (4) Team and Company considerations: Balancing director contributions; diversity of skills; and financial condition. |

  38. Nominees for Election of Director

    The Board adopted a skills matrix that represents certain skills that the Board identified as particularly valuable to the effective oversight of the Company and execution of its business. The following matrix shows those skills and the number of directors having each skill, highlighting the diversity of skills on the Board. The following table summarize certain demographic characteristics of the Board of Directors:

  39. Nominees for Election of Director

    | Board Diversity Matrix (As of March 25, 2024) | | | | | Total Number of Directors | | 15 | | | Part I: Gender Identity | Female | | Male | | Directors | 4 | | 11 | | % of Total | 26.7% | | 73.3% | | Part II: Demographic Background | | | | | African American or Black | | 3 | | | White | | 11 | | | Hispanic or Latinx | | 1 | | | Asian | | 1 | | | Two or More Ethnicities | | 1 | | | LGBTQ+ | | 0 | |

  40. Nominees for Director

    Nominees for Director Unless otherwise stated, each individual has held his or her current position for the last five years. The age indicated for each individual is as of December 31, 2023. The indicated period of service as a director includes service as a director of OceanFirst Bank. The directors in the following section have been nominated by the Leadership Committee for election to the Board with terms to expire at the 2025 Annual Meeting of Stockholders. All directors were previously elected to a one-year term at the 2023 Annual Meeting of Stockholders, with the exceptions of Mr. Barros, Mr. Garrett, and Ms. Wilson-Scott.

  41. Nominees for Director

    | John F. Barros | | | | | Age 50 Director since 2023 Committees: Finance | Skills and Qualifications: • Former Chief of Economic Development for the City of Boston • Chair of Trustees of Charitable Donations for the City of Boston • Extensive construction and commercial real estate experience | | John F. Barros was appointed to the Board of Directors on September 18, 2023. He is the Managing Principal at Civitas Builder, a business focused on improving communities through the development of responsive real estate. Mr. Barros previously served as managing principal at Cushman and Wakefield from 2021 through 2023 and as the Chief of Economic Development for the City of Boston from 2014 through 2021. Mr. Barros has a bachelor’s degree from Dartmouth College and a master’s degree in public policy from Tufts University. Mr. Barros serves on the Board of Advisors for Commodore Builders and as Chair of the Trustees of Charitable Donations for the City of Boston. Mr. Barros provides the Board with significant managerial and leadership experience in the construction and commercial real estate sector, particularly with respect to the Boston market. | | |

  42. Nominees for Director

    | Anthony R. Coscia | | | | | Age 64 Director since 2018 Committees: Leadership | Skills and Qualifications: • Former Chairman of the Boards of Sun Bancorp, Inc. and Sun National Bank • Trustee of the Georgetown University and the New Jersey Community Development Corporation • Substantial private sector and government relations experience | | Anthony R. Coscia was the Chairman of the Boards of Sun Bancorp, Inc. and Sun National Bank from 2016 until those entities were acquired by the Company in 2018. Mr. Coscia served as a Director of Sun Bancorp, Inc. since 2010 and Sun National Bank since 2011 and was a member of the ALCO Committee and Chair of the Executive Committee. Mr. Coscia is admitted to the state bars of New Jersey and New York and is a Partner of Windels Marx, having been with the firm for over 35 years. Mr. Coscia serves as Chairman of the Board of Directors of the National Railroad Passenger Corporation (Amtrak), having been appointed to the Board of Amtrak by President Obama in 2010 and reappointed in 2015 and 2024. Mr. Coscia previously served as Chairman of the Port Authority of New York and New Jersey for over eight years, stepping down in 2011. Mr. Coscia is a graduate of Georgetown University School of Foreign Service and received his law degree from Rutgers University School of Law. Mr. Coscia serves as trustee of Georgetown University and the New Jersey Community Development Corporation, a director of Neighborhood Property Group, LLC, Vice Chairman of the Gateway Development Commission, Senior Advisor to the Oaktree Transportation Infrastructure Fund, LP, and is a member of the Partnership for New York City. Mr. Coscia’s extensive background and reputation as a well-respected business leader actively involved in both the private and government sectors brings significant management and leadership skills to the Board. | | |

  43. Nominees for Director

    | Jack M. Farris | | | | | Age 65 Director since 2015 Committees: Human Resources/ Compensation, Information Technology and Risk | Skills and Qualifications: • Former Vice President and Deputy General Counsel, InfoSec & Cybersecurity for Verizon Communications, Inc. • Chair of the Human Resources/Compensation Committee • Substantial information technology, cybersecurity, and risk management experience | | Jack M. Farris was the Vice President and Deputy General Counsel, InfoSec & Cybersecurity for Verizon Communications, Inc., one of the world’s leading wireline, wireless and business communications companies, until his retirement at the end of 2018. Prior to that role, Mr. Farris had served as a Vice President and Deputy General Counsel for Verizon, supporting a variety of company functions, including systems and technology procurement, global operations security, information technology and information security matters, finance operations, regulatory compliance, business continuity and pandemic planning, as well as significant M&A transactions. During his 30-year tenure with Verizon, Mr. Farris participated in a number of pro bono activities including leading that company’s NJ Street Law effort for several years, where Verizon attorneys served as guest teachers of basic legal skills in local high schools. After his retirement, Mr. Farris formed Practical RM Associates, a company established to provide cyber and risk management services. In addition to his undergraduate and law degrees, Mr. Farris holds a Master of Science in computer engineering and is a Certified Information Systems Security Professional under (ISC)(2). Mr. Farris’s experience as a senior manager of a large corporation and his expertise in information technology and information security brings to the Board extensive knowledge and capability relating to communications, information technology, and cybersecurity, as well as significant experience in litigation, transactional matters and regulatory compliance. | | |

  44. Nominees for Director

    | Robert C. Garrett | | | | | Age 66 Director since 2023 Committees: Audit | Skills and Qualifications: • CEO of Hackensack Meridian Health • Chair of the World Economic Forum’s Health and Healthcare Governor’s Community • Significant leadership and regulatory experience in the healthcare industry | | Robert C. Garrett was appointed to the Board of Directors on October 1, 2023. Mr. Garrett has spent over 38 years in the healthcare industry and has been the CEO of Hackensack Meridian Health, New Jersey’s largest and most comprehensive health network, since 2018. Mr. Garrett has presented at numerous international events, including the International Vatican Healthcare Conference and the World Economic Forum Annual Meeting in Davos, Switzerland, where he serves as Chair of the Forum’s Health and Healthcare Governor’s Community. Mr. Garrett has a bachelor’s degree from Binghamton University and a master’s degree in health administration from Washington University. Mr. Garrett provides the Board with significant risk management, leadership, and regulatory experience. | | |

  45. Nominees for Director

    | Kimberly M. Guadagno | | | | | Age 64 Director since 2018 Committees: Human Resources/ Compensation | Skills and Qualifications: • President and Executive Director of Mercy Center and Partner at Connell Foley LLP • Former Lieutenant Governor of the State of New Jersey • Significant government relations and regulatory experience | | Kimberly M. Guadagno is the President and Executive Director of Mercy Center, a non-profit that works to end generational poverty in the greater Asbury Park, New Jersey area by providing emergency food and wrap-around services to strengthen families and a non-denominational, tuition-free education for 4th through 8th grade girls. She is also a partner with the law firm of Connell Foley LLP and previously was the first Lieutenant Governor of New Jersey, serving from 2010 to 2018. She has also served eight years as New Jersey’s 33rd Secretary of State and in 2007 was elected the first woman sheriff of the Office of the Sheriff in Monmouth County. Ms. Guadagno founded the New Jersey Partnership for Action, a public-private partnership that promotes New Jersey businesses and job creation and chaired the Red Tape Review Commission, a bipartisan group charged with streamlining government services, cutting red tape, and proposing policy recommendations to further reduce the regulatory burdens on businesses. Ms. Guadagno has served 13 years in public service and has been an attorney for more than three decades. Ms. Guadagno is a well-regarded leader in both the private and government sectors and brings significant managerial and legal skills to the Board. | | |

  46. Nominees for Director

    | Nicos Katsoulis | | | | | Age 64 Director since 2019 Committees: Finance and Risk | Skills and Qualifications: • Former Executive Vice President/Commercial Real Estate of the Bank • Chair of the Risk Committee • Extensive knowledge of commercial real estate and financial services | | Nicos Katsoulis is the former Executive Vice President/Commercial Real Estate of OceanFirst Bank, N.A., having retired in November 2018. Mr. Katsoulis joined the Bank upon the Bank’s acquisition of Sun National Bank in January 2018. At Sun, Mr. Katsoulis was Executive Vice President and Chief Lending Officer, overseeing lending activities including commercial and industrial and commercial real estate lending. During his banking career, Mr. Katsoulis served as a director of State Bancorp., Inc. and as Executive Vice President and Chief Lending Officer of Atlantic Bank of New York. Mr. Katsoulis is a graduate of the London School of Economics and Columbia University’s graduate school of business. Mr. Katsoulis brings extensive banking and managerial experience to the Board, particularly with the commercial lending environment within the Bank’s current footprint and potential areas for expansion. He has been an active investor in commercial real estate, dry bulk shipping, and renewable energy. | | |

  47. Nominees for Director

    | Joseph J. Lebel III | | | | | Age 61 Director since: 2022 Committees: None | Skills and Qualifications: • President of the Bank and Chief Operating Officer of the Bank and Company • Board member of Auxilior Capital Partners and Nest Investments, LLC • Director of the New Jersey Chamber of Commerce | | Joseph J. Lebel III was appointed President and Chief Operating Officer of the Bank in January 2021 and Executive Vice President and Chief Operating Officer of the Company in June 2020. Prior to that, he served as Executive Vice President and Chief Operating Officer of the Bank since January 2019 and has previously served as Chief Banking Officer and Chief Lending Officer. Prior to joining the Bank, Mr. Lebel was employed with Wachovia Bank N.A. as a Senior Vice President in various leadership and revenue generating roles. Mr. Lebel serves as a Trustee on various non-profits, including Community Medical Center, part of the St. Barnabas Health System, and the OceanFirst Foundation and is also a Board member of St. Joseph and Donovan Catholic schools. He recently completed nine years of service as a Trustee to Fulfill, a food bank based in Ocean and Monmouth Counties. He also is a Director of the New Jersey Chamber of Commerce. He serves on the boards of two for-profit companies in which the Bank has a minority ownership interest, Auxilior Capital Partners, a national equipment leasing company, and Nest Investments LLC, a hybrid robo-advisor. Mr. Lebel provides significant leadership skills and in-depth experience in all facets of lending to the Board as well as extensive knowledge of the Bank’s markets and strategic outlook. | | |

  48. Nominees for Director

    | Christopher D. Maher | | | | | Age 57 Director since: 2014 Committees: None | Skills and Qualifications: • Chairman, President, and CEO of the Company • Director of the Federal Reserve Bank of Philadelphia • Chairman of the Board of OceanFirst Foundation and Board Member of the New Jersey Bankers Association | | Christopher D. Maher has served as Chairman of the Company and the Bank since January 2017 and as CEO of the Company and the Bank since 2015. He previously served as President of the Bank from January 2015 to January 2021, at which time he was succeeded by Mr. Lebel. He joined the Company and the Bank in 2013 as President and Chief Operating Officer and was appointed to the Board of Directors in 2014. Mr. Maher is active in the non-profit community, serving as Chairman of the Board of the OceanFirst Foundation, a Trustee of Helen Keller Services for the Blind, a Trustee and Board Chair of Monmouth University, and as a Trustee and Board Chair of Hackensack Meridian Ambulatory Care. He is also active within the banking industry, as a director of the Federal Reserve Bank of Philadelphia since 2020 and as a member of the Board of the New Jersey Bankers Association, where he serves as Immediate Past Chairman. Mr. Maher provides extensive leadership and managerial experience to the Board, particularly in regard to the Company’s business outlook and execution of its corporate strategy. | | |

  49. Nominees for Director

    | Joseph M. Murphy, Jr. | | | | | Age 65 Director since 2020 Committees: Finance and Information Technology | Skills and Qualifications: • Former President and CEO of Country Bank Holding Company and Country Bank • Co-founder of ValuExpress LLC, a commercial mortgage conduit with over $2.0 billion in originated loans • Trustee of Iona University | | Joseph M. Murphy, Jr. had served on the Board of Directors of Country Bank Holding Company since 2003 and on the Board of Country Bank since 1995 before being acquired by the Company in January 2020. Country Bank specialized in real estate lending to small businesses and commercial real estate investors and was ranked in the “Top 200 Community Banks” nationwide by US Banker magazine five of the ten years prior to its acquisition. Prior to joining Country Bank, Mr. Murphy co-founded a commercial mortgage conduit, ValuExpress LLC, which had originated over $2.0 billion in loans for the real estate capital markets. For over 30 years he has owned and managed family real estate investments in various commercial properties throughout the United States. He currently serves as EVP of ValuExpress LLC and as President of Value Investors, Inc., his family’s investment office. Mr. Murphy is a Trustee of Iona University, a private Roman Catholic university located in New Rochelle, New York. He has served on the Board of Directors for the New York Chapter of Juvenile Diabetes Research Foundation, the Finance Advisory Committee of the Congregation of Christian Brothers, and the Board of Trustees for the Greater New York Chapter of the American Red Cross. He also served on the Community Bankers Council of the American Bankers Association and is a Knight of St. Patrick, which supports the New York City St. Patrick’s Day Parade. Mr. Murphy is a graduate of the University of Denver with a BSBA and holds a Master’s of Science in Real Estate Finance from New York University. Mr. Murphy provides the Company with extensive banking knowledge and particularly with respect to the New York markets. | | |

  50. Nominees for Director

    | Steven M. Scopellite | | | | | Age 58 Director since 2019 Committees: Information Technology and Leadership | Skills and Qualifications: • Former Global Chief Information Officer of Goldman Sachs • Chair of the Information Technology Committee • Significant public company governance, information technology and cybersecurity experience | | Steven M. Scopellite retired from Goldman Sachs in 2013, having served as Global Chief Information Officer. Among his accomplishments during his distinguished career of nearly 30 years were leading Goldman Sachs’ penetration into new markets, pioneering the bank’s expansion into electronic trading, and developing the global funding platform. Mr. Scopellite currently serves as a Director of Soltage, LLC, a leading renewable energy provider, and is Co-Founder and Advisor to Aspec Scire, a groundbreaking drone-data analytics company. Mr. Scopellite serves as Chairman to the Riverview Medical Center Foundation Board of Trustees. Mr. Scopellite provides the Board with significant management and risk management experience, particularly as they relate to information technology. | | |

  51. Nominees for Director

    | Grace C. Torres | | | | | Age 64 Director since 2018 Committees: Audit, Human Resources/ Compensation, and Leadership | Skills and Qualifications: • Trustee of Prudential Retail Mutual Funds • Registered CPA with audit experience of large financial services organizations • Chair of the Audit Committee | | Grace C. Torres has been a Trustee of Prudential Retail Mutual Funds, a retail mutual funds complex of more than 90 mutual funds, since 2014. Prior to that, Ms. Torres was Chief Financial Officer, Treasurer and Principal Financial Officer of Prudential Mutual Funds and Senior Vice President of Prudential Investments LLC from 1994 through 2014. Ms. Torres also previously served as Vice President, Mutual Funds Administration at Bankers Trust and as a Senior Manager, Audit Practice with Ernst & Young. Ms. Torres is a CPA in the State of New York and received a BS in Accounting and Management from New York University. Ms. Torres served as a Director of Sun Bancorp, Inc. and Sun National Bank since 2015, serving on the Audit, Nominating & Corporate Governance and Risk Committees and Chair of the ALCO Committee, until their acquisition by the Company in January 2018, at which time Ms. Torres joined the Board. Ms. Torres brings to the Board additional financial reporting and audit experience, particularly with respect to large complex financial services organizations. Ms. Torres has been recognized as one the Top 50 business executives by Hispanic Business magazine and brings in-depth experience and expertise regarding the financial industry. | | |

  52. Nominees for Director

    | Patricia L. Turner | | | | | Age 55 Director since 2020 Committees: Audit, Finance, and Information Technology | Skills and Qualifications: • Executive Director and CEO of the American College of Surgeons • Member of the Board of Directors of the Council of Medical Specialty Societies • Managerial and leadership experience in the medical, business, and higher education sectors | | Patricia L. Turner, MD, MBA, FACS is the executive director and CEO of the American College of Surgeons and a clinical professor of surgery at the University of Chicago. Before joining the American College of Surgeons, Dr. Turner was in full-time academic practice on the faculty of the University of Maryland School of Medicine, serving as the surgery residency program director. She is a graduate of the University of Pennsylvania and the Bowman Gray School of Medicine at Wake Forest University and received her MBA from the University of Maryland Robert H. Smith School of Business. Dr. Turner currently serves as a member of the Board of Directors of the Council of Medical Specialty Societies and is a past member of the Board of Wake Forest University Baptist Medical Center. Dr. Turner provides the Board with significant leadership and managerial experience related to health care, business, and higher education. | | |

  53. Nominees for Director

    | Dalila Wilson-Scott | | | | | Age 50 Director since 2023 Committees: Human Resources/ Compensation | Skills and Qualifications: • Executive Vice President and Chief Diversity Officer of Comcast Corporation • Board member of Main Line Health and the United Way of Greater Philadelphia and Southern NJ • Extensive governance and regulatory experience | | Dalila Wilson-Scott was appointed to the Board on October 1, 2023. She serves as the Executive Vice President and Chief Diversity Officer of Comcast Corporation and President of the Comcast NBCUniversal Foundation, overseeing all Diversity, Equity & Inclusion initiatives and philanthropic strategy for the corporation. Ms. Wilson-Scott also leads Comcast’s community impact initiatives, working across the organization to provide strategic leadership throughout all aspects of its corporate social responsibility programs. Prior to joining Comcast, Ms. Wilson-Scott served as Head of Global Philanthropy at JP Morgan Chase & Co. and President of the JPMorgan Chase Foundation. She also served in the Corporate Merger Office at JP Morgan, as an integral member of the team managing the integration of JPMorgan Chase and Bank One. Ms. Wilson-Scott serves on the boards of Main Line Health, United Way of Greater Philadelphia and Southern NJ, City Year, CodePath, and the Philadelphia Orchestra and Kimmel Center, Inc. Ms. Wilson-Scott speaks regularly on philanthropy and equity issues at various conferences. Prior to her appointment to the Board of Directors, Ms. Wilson-Scott also served on the Bank’s Advisory Board from July 2020 to September 2023. Ms. Wilson-Scott has a bachelor’s degree in economics from New York University’s College of Arts and Sciences and an MBA in Finance and Management from New York University’s College of Arts and Science. Ms. Wilson-Scott provides the Board with significant regulatory and governance knowledge as well as experience with complex organizations. | | |

  54. Directors Whose Terms are Expiring

    Directors Whose Terms are Expiring On March 19, 2024, following the recommendation of the Leadership Committee, the Board did not nominate Mr. Devlin and Mr. Walsh for reelection at the 2024 Annual Meeting of Stockholders due to their desire to retire from the Board. Mr. Devlin joined the Board in 2016 as part of the Cape Bancorp, Inc. acquisition and served on the Audit and Finance Committees and as Chair of the Risk Committee. Mr. Walsh joined the Board in 2000 and served on the Audit Committee and as Lead Director/Chair of the Leadership Committee. Mr. Devlin will remain a director of the Bank. The Company is grateful for Mr. Devlin’s and Mr. Walsh’s contributions to the Company.

  55. Executive Compensation Program Highlights

    | BALANCED PROGRAM ELEMENTS | We use a mix of compensation elements—fixed and performance-based, cash and equity, and long-term and short-term—to motivate and incentivize our executives and reward accomplishments, while promoting safe and sound banking practices. | | NO DIVIDENDS OR DIVIDEND EQUIVALENTS ON UNVESTED STOCK AWARDS | We pay dividends and dividend equivalents on restricted stock unit awards only to the extent the underlying awards vest. | | ROBUST RISK ASSESSMENT FRAMEWORK | We perform a comprehensive annual assessment of risk of all Company-sponsored compensation programs. | | INCENTIVE CLAWBACK POLICY | We can recoup performance-based compensation from our executives in certain circumstances. | | NO REPRICING | We will not reprice stock options or SARs without stockholder approval, except to adjust the option value in connection with a significant corporate transaction such as a change of control or stock split. | | NO “SINGLE TRIGGER” CHANGE IN CONTROL BENEFITS | We maintain “double trigger” change in control clauses in our employment and change in control agreements. An executive is entitled to a severance payment only if terminated without cause or the executive terminates employment for good reason after a change in control. Outstanding equity awards will not automatically vest upon a change in control. | | NO EXCISE TAX GROSS-UPS | We do not provide for gross-up payments to cover excise taxes our executives may incur on severance payments and benefits made in connection with a change in control. | | EXECUTIVE OFFICER STOCK OWNERSHIP REQUIREMENTS | We require our executive officers to hold substantial amounts of our common stock—5x base salary for the CEO and 3x base salary for the other NEOs. | | NO HEDGING OR PLEDGING OF OUR STOCK | We prohibit our directors, executive officers, and certain key employees from engaging in hedging transactions involving our common stock or pledging our common stock to secure debt, unless prior approval is received from our Board, which is only provided in limited circumstances. | | INDEPENDENT COMPENSATION CONSULTANT | The Compensation Committee directly engages an independent compensation consultant to review the competitiveness and effectiveness of our executive compensation program and to provide advice on market practices and regulatory matters. |

  56. Compensation Program Design and Rationale

    | Compensation Element | Description and Purpose | Context/Rationale | Fixed/Performance Based | Short-Term/ Long-Term | | Base Salary | Helps attract and retain executives through market-competitive fixed pay. | Based on individual performance and responsibilities, prevailing market conditions, current and anticipated Company performance, and current pay levels. | Fixed | Short-term | | Cash Incentives | Encourage achievement of annual financial and individual goals that create near-term stockholder value and are consistent with the Company’s business and strategic plans, prudent decision-making, and safe and sound business practices. | Ties compensation directly to performance measures that support our business and strategic plans: • Core Earnings (40%)(1) • Efficiency Ratio (30%) • Net Deposit Growth (10%) – added July 1, 2023 • Internal Controls (10%). This metric is composed of two equally weighed components: • Internal Controls (5%) • Regulatory Compliance & Assessments (5%) • ESG (10%) | Performance-based | Short-term | | Equity Compensation | Attracts, retains, and motivates executives by tying their economic interests to the achievement of long-term Company and share performance, and aligns their interests with those of our stockholders. | Performance-based restricted stock cliff vests at the end of a three-year performance period based on achievement of cumulative performance goals. | Performance-based | Long-term | | | | Time-based restricted stock vests based on completion of service requirement and value is tied to stock performance between the grant date and the vesting date. | Fixed, vesting in four equal annual installments | Long-term |

  57. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. In 2023, Meridian provided the Compensation Committee with compensation data, advice, and recommendations to inform the Compensation Committee’s compensation decisions. Representatives from Meridian attend Compensation Committee meetings as requested and participate in general discussions regarding executive compensation matters, as well as discussions with members of the Compensation Committee in executive session (without management personnel present). Meridian does not provide other services to the Company and has no direct or indirect business relationships with the Company or its affiliates. The Compensation Committee has considered the independence of Meridian for 2023 and determined that the work performed by Meridian did not create any conflict of interest and that Meridian is independent.

  58. Compensation Data/Peer Group Analysis

    Compensation Data/Peer Group Analysis Meridian develops materials and analyses that the Compensation Committee uses for its evaluations and determinations. These materials include competitive market assessments of NEO compensation and information to help the Committee set appropriate incentive compensation targets and ranges. A critical element of the Company’s compensation philosophy, and a key reference point for the Compensation Committee’s decisions, is the analysis of our executive compensation structure and financial performance relative to a peer group of similarly sized, publicly traded financial institutions. Making this peer group comparison more difficult is the fact that, as part of the unique regulatory rules of the banking industry, financial institutions over $10 billion in assets, such as the Bank, have increased regulatory and compliance requirements that its peers below the $10 billion threshold are not subject to. The Compensation Committee seeks to provide competitive and appropriate compensation that attracts and retains top talent and ensures proper alignment between the Company’s performance and compensation relative to peers. To this end, Meridian conducts peer group studies annually for the Compensation Committee, including in late 2022 to inform 2023 compensation decisions (the “benchmarking study”). The Compensation Committee used the benchmarking study to ensure that the Company’s overall executive compensation, and each individual element of compensation, are in a reasonable range of market median. Based on the benchmarking study and its own independent evaluation of potential peer companies, the Compensation Committee approved the following 2023 Peer Group:

  59. Compensation Data/Peer Group Analysis

    | 2023 PEER GROUP | | | | • Fulton Financial Corp. • Eastern Bankshares, Inc. • Customers Bancorp, Inc. • WSFS Financial Corp. • Atlantic Union Bankshares Corp. • Independent Bank Corp. • WesBanco, Inc. • First Financial Bancorp • Community Bank System, Inc. • Sandy Spring Bancorp, Inc. • Dime Community Bancshares, Inc. | • Provident Financial Services, Inc. • Berkshire Hills, Bancorp, Inc. • Brookline Bancorp, Inc. • Eagle Bancorp, Inc. • Lakeland Bancorp, Inc. • ConnectOne Bancorp, Inc. • Park National Corp. • Flushing Financial Corp. • Univest Financial Corp. • Peapack-Gladstone Financial Corp. • City Holding Company | Industry/Type of Institution • banks and thrifts • traded on an exchange • similar business model, including competitors and competitors for executive talent Geographic Considerations • Mid-Atlantic Region, MA, OH, VA, and WV • Focus on headquarters in a major metropolitan area Asset Size • $5 billion to $30 billion, representing a reasonable range around OCFC’s assets Positioning relative to peers 45th Percentile for ASSETS |

  60. Cash Incentive Awards

    Cash Incentive Awards Under our cash incentive compensation plan (“CIP”), each NEO’s annual cash incentive compensation is contingent on the performance of the Company, the Bank, and the individual compared to performance goals that are approved by the Compensation Committee at the beginning of the performance year. The Compensation Committee determined cash incentive targets and performance goals for 2023 at its January meeting. Each NEO’s annual cash incentive compensation is weighed at the full CIP funding rate for the year. A percentage modifier for individual performance, with a maximum of 150%, is then applied to the CIP funding allocation to determine the NEO’s annual bonus.

  61. Cash Incentive Metrics and Goals

    Cash Incentive Metrics and Goals Cash incentive awards are based on financial metrics and strategic metrics. The two main financial metrics are Core Earnings and Core Efficiency Ratio. These metrics link individual compensation to performance on measures that are key drivers of stockholder value. The Compensation Committee believes that non-GAAP core metrics provide a better comparison of period-to-period operating performance (and thus more accurately reflect Company performance) than the corresponding GAAP metrics because core metrics exclude exogenous and non-recurring events. For example, core metrics exclude merger-related expenses, net branch consolidation expense/benefit, net gain/loss on equity investments, net loss on sale of investments, Federal Deposit Insurance Corporation (“FDIC”) special assessment, and the income tax effect of these items. The Company reports core metrics in tandem with its GAAP metrics, and core metrics are relied on by analysts and investors to evaluate financial performance. These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. (Please refer to the “Explanation of Non-GAAP Financial Measures” and the “Non-GAAP Reconciliation” table contained in the Company’s press releases announcing earnings for additional information regarding the Company’s non-GAAP measures and impact per period.) When the Compensation Committee reviewed and approved the 2023 CIP in January 2023, the Committee determined to maintain the four metrics from the previous year’s CIP: Core Earnings, Core Efficiency Ratio, Internal Controls, and Environmental, Social, and Corporate Governance measures. In July 2023, to reflect the importance of a strong and diversified deposit base on the Company’s and Bank’s liquidity positions, the Compensation Committee added a fifth metric to the CIP—Net Deposit Growth—and allocated 10% weight for this metric from Core Earnings. The Compensation Committee believes that these metrics provide an appropriate evaluation of the Company’s performance from a financial results perspective while also recognizing the importance of internal controls and the Company’s commitment to ESG principles. The weights and performance goals for all five metrics are shown below:

  62. Cash Incentive Metrics and Goals

    | Bank Performance Metrics | Performance % of Award Opportunity | Threshold* | Target* | Superior* | | Core Earnings | | $101,973,000 | $135,964,000 | $169,955,000 | | Core Efficiency Ratio | | 69.00% | 56.40% | 42.30% | | Net Deposit Growth** | | -10% | Maintain current level of deposits as of 7/1/23 | +10% |

  63. Cash Incentive Metrics and Goals

    | * Threshold: 75%-99%; Target: 100%; Superior: 101%-125% | | ** As of July 1, 2023, the Compensation Committee approved the creation of an additional Bank Performance Management metric named Net Deposit Growth (independent of brokerage CDs) with a corresponding weighting of 10%. With this addition, the corresponding weighting for Core Earnings was dropped from 50% to 40%. |

  64. Cash Incentive Metrics and Goals

    | Strategic Management Metrics | Performance % of Award Opportunity | Quantitative and Qualitative Measures, including: | | Internal Controls/Regulatory Compliance & Assessments | | Regulatory Compliance and Assessments – 5% Quantitative and Qualitative Measures, including: • Regulatory Assessments and Outcomes • Audit Results - internal and external • Risk Assessments Internal Controls – 5% Quantitative and Qualitative Measures, including: • ERM Program - enhancements in line with Bank growth • Information and Communication - safeguarding data • Vendor Management • Internal Policy and Procedure | | Environmental, Social and Corporate Governance | | Quantitative and Qualitative Measures, including: • Engagement Survey Scores • Customer Satisfaction (including Net Promoter and Google Scores) • GlassDoor Ratings • Improved Diversity and Inclusion • Business Continuity and Management |

  65. Cash Incentive Metrics and Goals

    The Core Earnings and Core Efficiency Ratio performance goals were derived from the Company’s 2023 Strategic Plan, which was approved by the Board in December 2022. The Net Deposit Growth goal was established using current deposit levels as of July 1, 2023.

  66. Target Incentive Awards for the NEOs

    Target Incentive Awards for the NEOs The following table shows the 2023 cash incentive targets for the Company’s NEOs.

  67. Target Incentive Awards for the NEOs

    | Name | Target Bonus | Percent of Salary | | Christopher D. Maher | $775,000 | 81.6% | | Patrick S. Barrett | 300,000 | 66.7 | | Joseph J. Lebel III | 475,000 | 88.8 | | Michele B. Estep | 200,000 | 61.5 | | Steven J. Tsimbinos | 200,000 | 61.5 |

  68. Target Incentive Awards for the NEOs

    See “How Compensation is Determined” and “The Role of the Compensation Committee” regarding disclosure on how total compensation opportunities are determined for each NEO.

  69. 2023 Performance Against Incentive Targets and Final Payout

    2023 Performance Against Incentive Targets and Final Payout With respect to each performance metric, the table below shows the weighting, quantitative performance goals (at threshold, target, and superior) and actual performance. In addition, the table shows the weighted percentage of cash incentive target earned for each performance metric, and the total percentage of cash incentive target earned for 2023.

  70. 2023 Performance Against Incentive Targets and Final Payout

    | * Due to the creation of the Net Deposit Growth metric in July 2023, and subsequent reduction in weighting of the Core Earnings metric, the assigned metrics for the first and second half of the year are equally weighted (50/50) to assume total funding for the year for each metric. |

  71. 2023 Performance Against Incentive Targets and Final Payout

    Based on these results, the Company funded the incentive plan at 88% of target, down from the previous year’s incentive plan funding of 120% of target. However, bonus payouts for NEOs were above 88% of target due to each NEO’s performance in achieving prescribed individual performance goals. These individual performance goals were established by the Compensation Committee (for the CEO) and by the CEO (for all other NEOs) at the beginning of the performance period. As compared to bonuses for 2022, all NEO bonuses were reduced: Mr. Maher’s 2023 bonus was 82% of his 2022 bonus, and other NEOs’ bonuses were 69% to 96% of their 2022 bonuses.

  72. 2023 Performance Against Incentive Targets and Final Payout

    | Name | 2023 Target Bonus | 2023 Bonus | Percentage of 2023 Target Bonus | 2022 Total Bonus | | Christopher D. Maher | $775,000 | $736,560 | 95% | $899,775 | | Patrick S. Barrett | 300,000 | 285,120 | 95 | 295,550 | | Joseph J. Lebel III | 475,000 | 470,250 | 99 | 676,875 | | Michele B. Estep | 200,000 | 198,000 | 99 | 276,000 | | Steven J. Tsimbinos | 200,000 | 198,000 | 99 | 269,100 |

  73. Long-Term Incentive Awards

    Long-Term Incentive Awards The 2023 long-term incentive awards consist of 50% time-based restricted stock and 50% performance-based restricted stock for all NEOs. This LTI mix, is considered a best practice and enhances the stockholder orientation of our LTI program. The Compensation Committee set each NEO’s target LTI value based on various factors, including prevailing market conditions, performance and responsibilities of individual executives, current pay levels, the value of awards previously granted, and the benchmarking study. Awards for 2023 to the NEOs are shown below.

  74. Performance-Based Restricted Stock Awarded in 2023

    Performance-Based Restricted Stock Awarded in 2023 Performance-based restricted stock awards will cliff vest at the end of a three-year performance period based on achievement against the following performance measures: (i) Relative Core Return on Average Assets (“ROAA”) (3-year average) (weighted 40%), (ii) Relative Core Earnings Per Share (3-year cumulative growth) (weighted 40%), and (iii) Relative 3-year Total Shareholder Return (“TSR”) (weighted 20%). Relative performance is compared to the KBW Nasdaq Regional Banking Index. Relative performance, using market and financial performance, provides a comprehensive and robust performance assessment. Performance-based awards have a possible payout range of 0% to 150% of target. This payout range is consistent with market practice, provides more competitive payout opportunities, and correlates to achieved performance. Each performance metric was determined to create stockholder value and are consistent with the Company’s business and strategic plans, prudent decision-making, and safe and sound business practices. Performance Metrics for the 2023 performance-based restricted stock awards will be measured at the end of the three-year period. The Compensation Committee set three-year performance goals (at threshold, target, and superior levels) at its February 2023 meeting based on financial data from the strategic plan approved by the Board.

  75. Past Grants of Performance-Based Restricted Stock Eligible to Vest

    Past Grants of Performance-Based Restricted Stock Eligible to Vest The following table depicts the level of vesting for performance-based restricted stock granted in past years:

  76. Time-Based Restricted Stock

    Time-Based Restricted Stock 2023 time-based restricted stock awards will vest in equal installments over four years, subject to continued employment with the Company.

  77. Realizable Pay Analysis

    Realizable Pay Analysis The Compensation Committee regularly reviews actual pay outcomes of past compensation decisions, using a “realizable pay analysis,” to evaluate pay and performance alignment. This analysis helps us assess if our compensation program is working as intended and if adjustments are needed to drive the Company’s pay for performance philosophy. This section explains how the CEO’s realizable pay compares to his target pay over the three-year period ending December 31, 2023. For this purpose, “target pay” is the sum of base salary, target annual cash incentive, and the target dollar value of long-term incentive awards at the time of grant. In other words, the CEO’s target pay is what he could earn if the Company achieved all of the incentive performance objectives at target. Realizable pay is the current value of CEO compensation, which is the sum of base salary, actual bonus payouts, and current value of time-based equity awards and current value of performance-based equity awards (based on actual performance if known, or target if performance period is not completed). Equity awards are valued using a share price as of December 31, 2023. As shown below, the CEO’s realizable pay was 6% below target for the three-year period ending December 31, 2023, reflecting the Company’s performance during that period. The Committee believes this analysis confirms the Company’s strong correlation between pay and performance.

  78. Employment Agreements

    Employment Agreements The Company’s continued success depends to a significant degree on the skills and competence of our NEOs. As part of our compensation program, the NEOs are eligible for payments and benefits in the event of certain employment terminations or in the event of a change in control of the Company. The employment agreements are intended to ensure that the Company will be able to maintain a stable and competent management base. The employment agreements also include restrictive covenants (non-competition, non-solicitation, and confidentiality) to protect the Company’s business interests after executives leave our employment. The employment agreements are described later in this proxy statement under “Executive Compensation – Employment Agreements.”

  79. Mitigating Risk in Our Executive Compensation Program

    | • | providing non-performance-based salaries, retirement, and benefits that are competitive in the market and provide executives with a stable and ample income without reliance on incentives; | | • | incorporating cash incentives to reward annual performance in accordance with the Company’s predefined annual and strategic goals and objectives; | | • | including long-term incentives in the form of time-vested and performance-based restricted stock awards and, previously, stock options to focus the NEOs’ attention on long-term stockholder value; |

  80. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain summary information regarding the compensation paid or accrued by the Company during the fiscal years ended December 31, 2023, 2022, and 2021 for the NEOs.

  81. Summary Compensation Table

    | | | | Stock Awards | | | | Change in Pension | | | | Name and Principal Position | Year | Salary ($) | Time-based Stock Awards ($)(1) | Performance- based Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(6) | Total ($) | | Christopher D. Maher, Chairman and CEO of the Company and the Bank | 2023 | 950,000 | 540,057 | 546,544 | — | 736,560 | 5,129 | 154,906 | 2,933,196 | | | 2022 | 950,000 | 539,985 | 540,007 | — | 899,775 | 8,147 | 123,614 | 3,061,528 | | | 2021 | 950,000 | 600,009 | 600,009 | — | 891,250 | 9,474 | 110,609 | 3,161,351 | | Patrick S. Barrett, Executive Vice President and CFO of the Company and the Bank(5) | 2023 | 450,000 | 300,011 | 303,640 | — | 285,120 | — | 65,327 | 1,404,098 | | | 2022 | 302,855 | 200,060 | — | — | 295,550 | — | 308,106 | 1,106,571 | | Joseph J. Lebel lll, President and Chief Operating Officer of the Bank | 2023 | 535,000 | 495,084 | 500,994 | — | 470,250 | — | 84,738 | 2,086,066 | | | 2022 | 535,000 | 494,956 | 495,023 | — | 676,875 | — | 71,397 | 2,273,251 | | | 2021 | 529,808 | 550,030 | 550,030 | — | 682,813 | — | 47,392 | 2,360,073 | | Michele B. Estep, Executive Vice President and Chief Administrative Officer of the Bank | 2023 | 325,000 | 270,028 | 273,280 | — | 198,000 | — | 63,179 | 1,129,487 | | | 2022 | 325,000 | 269,992 | 269,970 | — | 276,000 | — | 48,231 | 1,189,193 | | | 2021 | 325,000 | 360,023 | 239,986 | — | 287,500 | — | 38,988 | 1,251,497 | | Steven J. Tsimbinos, Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank | 2023 | 325,000 | 270,028 | 273,280 | — | 198,000 | — | 59,226 | 1,125,534 | | | 2022 | 325,000 | 269,992 | 269,970 | — | 269,100 | — | 51,731 | 1,185,793 | | | 2021 | 325,000 | 360,023 | 239,986 | — | 264,500 | — | 45,447 | 1,234,956 |

  82. Summary Compensation Table

    | (1) Reflects the value of time-based restricted stock granted to the executive officers based on the grant date fair value of the awards. See “Grants of Plan-Based Awards” for the amount of time-based and performance-based restricted stock granted and the share prices on the dates of grant. | | (2) Reflects the value of the Target tier of performance-based restricted stock awards granted to the executive officers based on the grant date fair value of the awards. For the market component of the 2023 and 2022 awards, the grant date fair value was calculated by using a Monte Carlo model as determined under FASB ASC 718. See note 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, filed with the Company’s Annual Report on Form 10-K, for assumptions made in the valuation. The value of the 2023 performance-based restricted stock awards at the Superior tier are as follows: Mr. Maher, $762,546; Mr. Barrett, $423,648; Mr. Lebel, $698,993; Ms. Estep, $381,285 and Mr. Tsimbinos, $381,285. | | (3) Reflects payments made for each year under the cash incentive compensation plan. | | (4) Represents above-market or preferential earnings on non-tax-qualified deferred compensation. | | (5) Mr. Barrett joined the Company in 2022 and, pursuant to SEC rules, compensation for prior years is not required to be reported. | | (6) All other compensation consisted of the following elements for 2023: |

  83. Summary Compensation Table

    | | Christopher D. Maher | Patrick S. Barrett | Joseph J. Lebel III | Michele B. Estep | Steven J. Tsimbinos | | Employee Stock Ownership Plan Allocation | $11,067 | $7,546 | $11,100 | $10,899 | $10,889 | | 401(k) Plan Contribution (Company match) | 11,550 | 288 | 11,550 | 8,750 | 11,375 | | SERP Allocation | 47,503 | — | — | — | — | | Life Insurance Premiums | 3,612 | 5,544 | 5,544 | 1,656 | 1,656 | | HSA Employer Match | — | 2,000 | — | — | — | | Company-provided Automobile Benefit | 16,903 | 12,000 | 13,988 | 12,000 | 5,332 | | Company-paid Club Dues | 14,755 | — | — | — | 8,060 | | Company-Paid Executive Physical | 5,000 | — | 5,000 | 5,000 | — | | Cash Dividend Payments on Vested Restricted Stock | 44,516 | — | 37,556 | 24,874 | 21,904 | | Other(1) | — | 37,949 | — | — | — | | TOTAL | $154,906 | 65,327 | $84,738 | $63,179 | $59,226 |

  84. Summary Compensation Table

    | (1) Reflects one-time relocation expenses of $37,949 related to Mr. Barrett’s recruitment to the Company. |

  85. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following tables set forth information regarding non-equity incentive plan awards and restricted stock awards to the NEOs during the Company’s fiscal year ended December 31, 2023.

  86. Grants of Plan-Based Awards

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | Threshold ($) | Target ($) | Maximum ($) | | Christopher D. Maher | 387,500 | 775,000 | 1,162,500 | | Patrick S. Barrett | 150,000 | 300,000 | 450,000 | | Joseph J. Lebel III | 237,500 | 475,000 | 712,500 | | Michele B. Estep | 100,000 | 200,000 | 300,000 | | Steven J. Tsimbinos | 100,000 | 200,000 | 300,000 |

  87. Grants of Plan-Based Awards

    | (1) Amounts shown represent the range of potential payouts for fiscal year 2023 performance under the 2023 Cash Incentive Compensation Plan. The performance period for the non-equity awards was January 1, 2023 through December 31, 2023. See “Compensation Discussion and Analysis – Elements of Compensation – Cash Incentive Awards” and “Summary Compensation Table” for the actual payouts made in 2023. |

  88. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(1) Number of Shares of Stock or Units | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher D. Maher | 2/28/23 | 11,383 | 22,766 | 34,149 | 22,768 | 1,086,601 | | Patrick S. Barrett | 2/28/23 | 6,324 | 12,648 | 18,972 | 12,648 | 603,651 | | Joseph J. Lebel III | 2/28/23 | 10,435 | 20,869 | 31,303 | 20,872 | 996,078 | | Michel B. Estep | 2/28/23 | 5,692 | 11,383 | 17,075 | 11,384 | 543,308 | | Steven J. Tsimbinos | 2/28/23 | 5,692 | 11,383 | 17,075 | 11,384 | 543,308 |

  89. Grants of Plan-Based Awards

    | (1) Refers to awards of performance-based restricted shares of Company stock under the 2020 Stock Incentive Plan. Awards vest on March 1, 2026 subject to attainment of defined performance criteria. | | (2) Refers to awards of time-based restricted shares of Company common stock under the 2020 Stock Incentive Plan. Awards vest in four equal annual installments beginning on the date of grant. | | (3) Reflects the grant date fair value of the time-based restricted stock awards and the grant date fair value of the performance-based restricted stock vesting at the Target level granted to the executive officers in accordance with FASB ASC 718. For the market component of the performance-based award, the grant date fair value was calculated using a Monte Carlo model, as determined under FASB ASC 718. See note 12 to Company’s audited consolidated financial statements for the year ended December 31, 2023, filed with the Company’s Annual Report Form 10-K for assumptions made in the valuation. |

  90. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding stock options and stock awards held by the NEOs at December 31, 2023.

  91. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Christopher D. Maher | 12,000 | — | 17.75 | 3/19/24 | — | — | — | — | | | 29,772 | — | 17.37 | 3/18/25 | — | — | — | — | | | 59,677 | — | 17.28 | 3/16/26 | — | — | — | — | | | 73,400 | — | 29.01 | 3/15/27 | — | — | — | — | | | 25,275 | — | 27.40 | 1/24/28 | — | — | — | — | | | 87,248 | 21,812 | 25.20 | 2/28/29 | — | — | — | — | | | 99,828 | 66,552 | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 1,290 | 22,394 | — | — | | | — | — | — | — | 3,180 | 55,205 | — | — | | | — | — | — | — | 13,806 | 239,672 | — | — | | | — | — | — | — | 18,096 | 314,147 | — | — | | | — | — | — | — | 22,768 | 395,252 | — | — | | | — | — | — | — | — | — | 3,968 | 68,884 | | | — | — | — | — | — | — | 11,742 | 203,841 | | | — | — | — | — | — | — | 13,806 | 239,672 | | | — | — | — | — | — | — | 24,129 | 418,879 | | | — | — | — | — | — | — | 22,766 | 395,218 | | Patrick S. Barrett | — | — | — | — | 10,008 | 173,739 | — | — | | | | | | | 12,648 | 219,569 | — | — | | | | | | | — | — | 12,648 | 219,569 |

  92. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Joseph J. Lebel III | 4,875 | — | 17.75 | 3/19/24 | — | — | — | — | | | 30,000 | — | 17.37 | 3/18/25 | — | — | — | — | | | 37,500 | — | 17.28 | 3/16/26 | — | — | — | — | | | 45,000 | — | 29.01 | 3/15/27 | — | — | — | — | | | 15,485 | — | 27.40 | 1/24/28 | — | — | — | — | | | 80,536 | 20,134 | 25.20 | 2/28/29 | — | — | — | — | | | 92,151 | 61,434 | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 1,190 | 20,659 | — | — | | | — | — | — | — | 2,936 | 50,969 | — | — | | | — | — | — | — | 12,656 | 219,708 | — | — | | | — | — | — | — | 16,587 | 287,950 | — | — | | | — | — | — | — | 20,872 | 362,338 | — | — | | | — | — | — | — | — | — | 1,984 | 34,442 | | | — | — | — | — | — | — | 7,828 | 135,894 | | | — | — | — | — | — | — | 12,656 | 219,708 | | | — | — | — | — | — | — | 22,118 | 383,968 | | | | | | | | | 20,869 | 362,286 | | Michele B. Estep | 7,503 | — | 20.79 | 3/26/25 | — | — | — | — | | | 7,875 | — | 22.69 | 3/1/26 | — | — | — | — | | | 40,268 | 10,067 | 25.20 | 3/1/29 | — | — | — | — | | | 46,074 | 30,716 | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 1,669 | 28,974 | — | — | | | — | — | — | — | 595 | 10,239 | — | — | | | — | — | — | — | 1,468 | 25,484 | — | — | | | — | — | — | — | 8,284 | 143,810 | — | — | | | — | — | — | — | 9,048 | 157,073 | — | — | | | — | — | — | — | 11,384 | 197,626 | — | — | | | — | — | — | — | — | — | 1,190 | 20,658 | | | — | — | — | — | — | — | 3,914 | 67,947 | | | — | — | — | — | — | — | 5,522 | 95,862 | | | — | — | — | — | — | — | 12,064 | 209,431 | | | | | | | | | 11,383 | 197,609 |

  93. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Steven J. Tsimbinos | 13,125 | — | 17.75 | 3/19/24 | — | — | — | — | | | 13,125 | — | 17.37 | 3/18/25 | — | — | — | — | | | 15,000 | — | 17.28 | 3/26/26 | — | — | — | — | | | 37,500 | — | 29.01 | 3/15/27 | — | — | — | — | | | 12,915 | — | 27.40 | 1/24/28 | — | — | — | — | | | 40,268 | 10,067 | 25.20 | 2/28/29 | — | — | — | — | | | 46,074 | 30,716 | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 595 | 10,239 | — | — | | | — | — | — | — | 1,468 | 25,484 | — | — | | | — | — | — | — | 8,284 | 143,810 | — | — | | | — | — | — | — | 9,048 | 157,073 | — | — | | | — | — | — | — | 11,384 | 197,626 | — | — | | | — | — | — | — | — | — | 1,190 | 20,658 | | | — | — | — | — | — | — | 3,914 | 67,947 | | | — | — | — | — | — | — | 5,522 | 95,862 | | | — | — | — | — | — | — | 12,064 | 209,431 | | | | | | | | | 11,383 | 197,609 |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (1) Options vest as to 20% of the shares subject to the grant on or about each anniversary of the grant date, subject to the executive’s continued service on the relevant vesting dates. | | With respect to Mr. Maher’s stock options that have not vested, 21,812 stock options vest on March 1, 2024, and 66,552 stock options vest in equal installments on March 1, 2024 and 2025. | | With respect to Mr. Lebel’s stock options that have not vested, 20,134 stock options vest on March 1, 2024, and 61,434 stock options vest in equal installments on March 1, 2024 and 2025. | | With respect to Ms. Estep’s stock options that have not vested, 10,067 stock options vest on March 1, 2024, and 30,716 stock options vest in equal installments on March 1, 2024 and 2025. | | With respect to Mr. Tsimbinos’s stock options that have not vested, 10,067 stock options vest on March 1, 2024, and 30,716 stock options vest in equal installments on March 1, 2024 and 2025. | | (2) The restricted stock vests as to 25% of the shares subject to the award on March 1 of each year following the grant date, subject to the executive’s continued service on the relevant vesting dates, with two exceptions: Mr. Barrett’s first restricted stock award vests at a rate of 50% on March 1, 2024 and then at 25% on each of March 1, 2025 and 2026, and the first two restricted stock awards for Messrs. Maher, Lebel and Tsimbinos and the first three restricted stock awards for Ms. Estep vest at a rate of 20% on March 1 of each year following the grant date. | | With respect to Mr. Maher’s shares that have not vested, 1,290 shares vest on March 1, 2024; 3,180 shares and 13,806 shares vest in equal installments on March 1, 2024 and 2025; 18,096 shares vest in equal installments on March 1, 2024, 2025, and 2026; and 22,768 shares vest in equal installments on March 1, 2024, 2025, 2026, and 2027. | | With respect to Mr. Barrett’s shares that have not vested, 10,008 shares vest at 50% on March 1, 2024 and then in equal installments on March 1, 2025 and 2026; and 12,648 shares vest in equal installments on March 1, 2024, 2025, 2026, and 2027. | | With respect to Mr. Lebel’s shares that have not vested, 1,190 shares vest on March 1, 2024; 2,936 shares and 12,656 shares vest in equal installments on March 1, 2024 and 2025; 16,587 shares vest in equal installments on March 1, 2024, 2025, and 2026; and 20,872 shares vest in equal installments on March 1, 2024, 2025, 2026, and 2027. | | With respect to Ms. Estep’s shares that have not vested, 1,669 shares and 595 shares vest on March 1, 2024; 1,468 shares and 8,284 shares vest in equal installments on March 1, 2024 and 2025; 9,048 shares vest in equal installments on March 1, 2024, 2025, and 2026; and 11,384 shares vest in equal installments on March 1, 2024, 2025, 2026, and 2027. | | With respect to Mr. Tsimbinos’s shares that have not vested, 595 shares vest on March 1, 2024; 1,468 shares and 8,284 shares vest in equal installments on March 1, 2024 and 2025; 9,048 shares vest in equal installments on March 1, 2024, 2025, and 2026; and 11,384 shares vest in equal installments on March 1, 2024, 2025, 2026, and 2027. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (3) Market value computed using the closing price of the Company’s common stock on December 29, 2023 ($17.36). | | (4) Represents the Target tier for performance-based restricted stock awards granted in 2019, 2020, 2021, 2022, and 2023. For the 2019 awards, each performance-based award vests on March 1, 2024, at 75% of Target level for Threshold performance or up to 125% for Superior performance, depending on the attainment of performance goals for 2023, or is forfeited if the Threshold performance is not met. | | For the 2020 award, each performance-based award vests in two equal installments on March 1, 2024 and 2025, at 75% of Target level for Threshold performance or up to 125% of Target level for Superior performance, depending on the attainment of performance goals for the calendar years 2023 and 2024, or is forfeited if the Threshold performance is not met. | | For the 2021 award, each performance-based award vests in two equal installments on March 1, 2024 and 2025, at 80% of Target level for Threshold performance or up to 120% of Target level for Superior performance, depending on the attainment of performance goals for the calendar years 2023 and 2024, or is forfeited if the Threshold performance is not met. | | For the 2022 award, each performance-based award vests on March 1, 2025 at 50% of Target level for Threshold performance or up to 150% of Target level performance, depending on the attainment of performance goals for the three-year period from January 1, 2022 through December 31, 2024, or are forfeited if the Threshold performance is not met. | | For the 2023 award, each performance-based award vests on March 1, 2026 at 50% of Target level for Threshold performance or up to 150% of Target level performance, depending on the attainment of performance goals for the three-year period from January 1, 2023 through December 31, 2025, or are forfeited if the Threshold performance is not met. |

  96. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding exercises of options or vesting of restricted shares during the year ended December 31, 2023.

  97. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Christopher D. Maher | 4,500 | 8,505 | 27,019 | 640,315 | | Patrick S. Barrett | — | — | — | — | | Joseph J. Lebel III | 11,250 | 23,625 | 23,953 | 565,770 | | Michele B. Estep | — | — | 14,302 | 337,813 | | Steven J. Tsimbinos | 11,250 | 112,613 | 13,338 | 315,044 |

  98. Option Exercises and Stock Vested

    | (1) Computed using the closing price of the Company’s common stock on the applicable exercise/vesting date. |

  99. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  100. Nonqualified Deferred Compensation Plan for Executives

    Nonqualified Deferred Compensation Plan for Executives The Deferral Plan previously allowed eligible officers selected by the Bank’s Board of Directors to defer receipt of up to 100% of base salary and annual bonus pursuant to the terms of the Plan. The Plan currently maintains balances from prior deferrals but is currently not accepting new contributions. Participating executives’ prior deferrals were credited to a bookkeeping account and are increased on the last day of each month by interest earned at the rate equal to the New York Life Anchor Stable Fund Rate for the 401(k) Plan plus 250 basis points. The following table sets forth certain information regarding nonqualified deferred compensation benefits to Mr. Maher during the Company’s fiscal year ended December 31, 2023:

  101. Nonqualified Deferred Compensation Plan for Executives

    | Name | Plan Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE(1) ($) | | Christopher D. Maher | SERP | — | 47,503(2) | 22,058 | — | 453,855 |

  102. Nonqualified Deferred Compensation Plan for Executives

    | (1) Amounts listed as earnings and included in the aggregate balance at last fiscal year end have been reported in our Summary Compensation Table because the earnings are considered “above market”. | | (2) Represents annual SERP contribution. The contributions are credited to a bookkeeping account and reflected as a liability on the Company’s financial statements. Contributions and related earnings are taxed to the participant in the year they are distributed. |

  103. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following describes the provisions of contracts, agreements or plans (other than plans available generally to salaried employees that do not discriminate in favor of executive officers) that provide for payments to executive officers at, following, or in connection with termination of employment or a change in control of the Company.

  104. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following tables summarize potential payments to each executive officer listed on the Summary Compensation Table assuming a triggering termination of employment occurred on December 31, 2023. The tables do not reflect benefits under plans that do not discriminate in favor of executive officers and are available generally to all salaried employees.

  105. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, the Company is providing the following information about the relationship of the annual total compensation of the Company’s median employee to the annual total compensation of Mr. Maher, the Company’s Chief Executive Officer. Christopher D. Maher, the Company’s CEO, had fiscal 2023 total compensation of $2,933,196 as reflected in the 2023 Summary Compensation Table included in this proxy statement. We estimate that the annual total compensation of the OceanFirst Bank’s median employee, excluding our CEO, was $78,282 for 2023. As a result, Mr. Maher’s 2023 annual compensation was approximately 37 times that of the annual total compensation of the OceanFirst Bank’s median employee. In order to estimate our CEO pay ratio, we used our employee population as of December 31, 2023. We calculated median employee compensation by aggregating the total of base salary, overtime, annual bonus, and annualized benefit costs for each employee. For employees hired during the year, compensation was annualized to reflect a full year of wages. Employees’ benefit costs were annualized based upon their enrollment status as of December 31, 2023. We did not include independent contractors in our determination. Once the median employee compensation value was identified that individual’s total annual compensation was calculated using the same methodology, we used to calculate Total Annual Compensation for our NEOs as set forth in the 2023 Summary Compensation Table contained in this proxy statement. The CEO pay ratio was then calculated by dividing the CEO’s total annual compensation by the median employee’s total annual compensation. The Securities and Exchange Commission rules requiring pay ratio disclosure allow companies a significant amount of flexibility in identifying the median employee, and do not mandate that each public company use the same method. In addition, because our compensation philosophy supports fair pay based on a person’s role in the Company, which requires a subjective determination of the market value of each person’s job and performance in that position, we would not expect that the ratio of the annual total compensation of our CEO to our median employee can be compared to the CEO pay ratio determined by other companies in any meaningful way.

  106. Pay versus Performance

    Pay versus Performance The following table presents information regarding compensation actually paid to the Company’s CEO and Non-CEO NEOs and certain Company performance metrics. The amount of compensation actually paid is calculated in accordance with Item 402(v) of Regulation S-K which requires disclosure of the relationship between executive pay versus the Company’s financial performance. However, compensation actually paid does not reflect the actual amount earned by or paid to our NEOs during a covered year.

  107. Pay versus Performance

    | | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in’000) ($) | Core Earnings(4) (in’000) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | | | | 2023 | 2,933,196 | 1,775,736 | 1,436,294 | 851,319 | 85.77 | 99.60 | 100,013 | 104,718 | | 2022 | 3,061,528 | 2,297,791 | 1,221,449 | 904,520 | 99.15 | 93.07 | 142,587 | 137,961 | | 2021 | 3,161,351 | 3,903,652 | 1,420,768 | 1,835,010 | 123.13 | 136.64 | 106,060 | 111,165 | | 2020 | 2,962,985 | 2,250,728 | 1,207,732 | 897,731 | 75.89 | 91.29 | 61,212 | 72,186 |

  108. Pay versus Performance

    | (1) Mr. Maher was the CEO for the time period indicated. For 2023, the non-CEO NEO group consisted of Messrs. Barrett, Lebel, and Tsimbinos and Ms. Estep. For 2022, the non-CEO NEO group consisted of Messrs. Barrett, Lebel, and Tsimbinos, Ms. Estep, and Michael Fitzpatrick, former Chief Financial Officer of the Bank and the Company. For 2021, the non-CEO NEO group consisted of Messrs. Fitzpatrick, Lebel, and Tsimbinos and Ms. Estep. For 2020, the non-CEO NEO group consisted of Messrs. Fitzpatrick, Lebel, and Tsimbinos, and Grace Vallacchi, former Chief Risk Officer of the Bank and the Company. |

  109. Pay versus Performance

    | (2) Following is a reconciliation of Total Compensation in the Summary Compensation Table to Compensation Actually Paid for the CEO and Non-CEO NEOs for 2023. There were no valuation assumptions that differ materially from those utilized and disclosed at the time of grant. |

  110. Pay versus Performance

    | | 2023 | | | | Compensation Actually Paid to CEO ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | Total Compensation in the Summary Compensation Table | 2,933,196 | 1,436,294 | | Deduct Amounts Reported in Summary Compensation Table: | | | | Equity Awards | (1,086,601) | (671,586) | | Change in Defined Benefit Pension Value | — | — | | Other Additions (Deductions) to Arrive at Compensation Actually Paid: | | | | Value of awards granted in the covered year that are outstanding and unvested at year end | 602,150 | 372,165 | | Change in value of awards granted in a prior year that are outstanding and unvested at year end | (855,141) | (377,359) | | Value of awards granted in a prior year that vest in the covered year | 182,132 | 91,806 | | Fair value of awards forfeited in current fiscal year determined at prior fiscal year | — | — | | Aggregate of Pension Service Cost and Prior Service Cost | — | — | | Dividend Paid on unvested shares/share units(a) | — | — | | Compensation Actually Paid | 1,775,736 | 851,319 |

  111. Pay versus Performance

    | (a) Dividends are paid upon shares vesting and are reflected in the “Total Compensation in the Summary Compensation Table” figure. |

  112. Pay versus Performance

    | (3) Peer group is the KBW Regional Banking Index used for purposes of Item 201(e) of Regulation S-K. | | (4) Core earnings is a non-GAAP financial measure that excludes merger related expenses, net branchconsolidation expense (benefit), net (gain) loss on equity investments, net loss on sale of investments, Federal Deposit Insurance Corporation special assessment, and the income tax effect of these items. For 2023, 2022, 2021, and 2020, the related GAAP amounts (in ’000s) were $100,013, $142,587, $106,060, and $61,212 respectively. |

  113. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance Compensation Actually Paid Versus Financial Performance Measures. The following are graphical details of executive compensation actually paid for 2023, 2022, 2021, and 2020, and the percentage change in cumulative total shareholder returns, net income and Core Earnings:

  114. Executive Compensation Actually Paid Versus Cumulative Total Shareholder Return

    Executive Compensation Actually Paid Versus Cumulative Total Shareholder Return

  115. Executive Compensation Actually Paid Versus Net Income Available to Common Stockholders

    Executive Compensation Actually Paid Versus Net Income Available to Common Stockholders

  116. Executive Compensation Actually Paid Versus Core Earnings

    Executive Compensation Actually Paid Versus Core Earnings The following presents cumulative total shareholder return for the Company versus the KBW Regional Banking Index peer group:

  117. Director Compensation

    Director Compensation

  118. Deferred Compensation Plan for Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | John F. Barros(6) | 23,750 | — | — | — | — | 23,750 | | Anthony R. Coscia | 135,000 | 50,025 | — | — | 4,152 | 189,177 | | Michael D. Devlin | 98,750 | 50,025 | — | — | 4,185 | 152,960 | | Jack M. Farris | 110,000 | 50,025 | — | — | 3,143 | 163,168 | | Robert Garrett(6) | 23,750 | — | — | — | — | 23,750 | | Kimberly M. Guadagno | 102,500 | 50,025 | — | — | 3,396 | 155,921 | | Nicos Katsoulis | 110,000 | 50,025 | — | — | 3,396 | 163,421 | | Joseph M. Murphy, Jr. | 110,000 | 50,025 | — | — | 2,727 | 162,752 | | Steven M. Scopellite | 110,000 | 50,025 | — | — | 2,301 | 162,326 | | Grace C. Torres | 110,000 | 50,025 | — | — | 4,152 | 164,177 | | Patricia Turner | 95,000 | 50,025 | — | — | 1,686 | 146,711 | | John E. Walsh | 95,000 | 50,025 | — | 772 | 4,185 | 149,982 | | Dalila Wilson-Scott(6) | 23,750 | 2,467 | — | — | — | 26,217 |

  119. Notice of a Solicitation of Proxies in Support of Director Nominees Other Than the Company’s Nominees

    Notice of a Solicitation of Proxies in Support of Director Nominees Other Than the Company’s Nominees In order to solicit proxies in support of director nominees other than the Company’s nominees for the 2025 Annual Meeting of Stockholders, a person must provide notice postmarked or transmitted electronically to our administrative office, 110 West Front Street, Red Bank, New Jersey, 07701, investorrelations@oceanfirst.com, no later than March 24, 2025. Any such notice and solicitation shall be subject to the requirements of the proxy rules adopted under the Securities and Exchange Act of 1934.