DEF 14A of Oceanfirst Financial Corp, Apr 27, 2026

DEF 14A of Oceanfirst Financial Corp

Filed Apr 27, 2026 · FY20250001308179-26-000348

Open on EDGAR

  1. Election of Directors

    Election of Directors The Company’s Board of Directors currently consists of 13 directors. 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.”

  2. 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:

  3. Board Independence

    | ● | Christopher Maher, whose role as combined Chairman and CEO was previously described in the Board Leadership Structure section. | | ● | Joseph J. Lebel III, Senior 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. |

  4. Board Independence

    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.

  5. 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:

  6. 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. |

  7. 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 range 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. Board Refreshment; Process for Identifying and Evaluating Nominees

  8. 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:

  9. 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.

  10. 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.

  11. 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 complementary mix of characteristics and skills for its optimal functioning in its oversight of the Company. The Board does not have a formal policy with respect to Board diversity at this time, but may consider demographic characteristics when evaluating Board nominees. The Company considers the following criteria for each of its members of the Board:

  12. 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; multiplicity of skills; and financial condition. |

  13. Nominees for Election of Director

    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 multiplicity of skills on the Board. The following table summarize certain demographic characteristics of the Board of Directors:

  14. Nominees for Election of Director

    | Board Matrix (As of April 27, 2026) | | | | | 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 | |

  15. 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, 2025. The indicated period of service as a director includes service as a director of the 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 2027 Annual Meeting of Stockholders. All directors were previously elected to a one-year term at the 2025 Annual Meeting of Stockholders.

  16. Nominees for Director

    | John F. Barros | | | Age 52 Director since 2023 Committees: Finance and Risk | 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 in September 2023. He is the Managing Principal at Civitas Builder, a business focused on improving communities through the development of responsive real estate and was recently appointed as interim executive director of the Massachusetts Convention Center Authority. 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. | |

  17. Nominees for Director

    | Anthony R. Coscia | | | Age 66 Director since 2018 Committees: Leadership | Skills and Qualifications: ● Former Chairman of the Boards of Sun Bancorp, Inc. and Sun National Bank ● Trustee of Georgetown University and the New Jersey Community Development Corporation ● Chair of the Leadership Committee | | 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 40 years. Mr. Coscia serves as Chairman of the Board of Directors of the National Railroad Passenger Corporation (Amtrak). 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 the Georgetown University School of Foreign Service and received his law degree from Rutgers University School of Law. Mr. Coscia serves as Senior Advisor to Duration Capital Partners LLC, a director of Neighborhood Property Group, LLC, Trustee of Georgetown University, Vice Chairman of the Gateway Development Commission, Trustee of the New Jersey Community Development Corporation, 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. | |

  18. Nominees for Director

    | Jack M. Farris | | | Age 67 Director since 2015 Committees: Compensation, Information Technology, and Risk | Skills and Qualifications: ● Former Vice President and Deputy General Counsel, InfoSec & Cybersecurity for Verizon Communications, Inc. ● Substantial information technology, cybersecurity, and risk management experience ● Chair of the Compensation Committee | | 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 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. | |

  19. Nominees for Director

    | Robert C. Garrett | | | Age 68 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 in October 2023. Mr. Garrett has spent over 39 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. | |

  20. Nominees for Director

    | Kimberly M. Guadagno | | | Age 66 Director since 2018 Committees: Compensation | Skills and Qualifications: ● President and Chief Executive Officer 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 Chief Executive Officer of Mercy Center, a non-profit that works to end generational poverty in Monmouth County, New Jersey by serving more than 100,000 people with emergency food and wrap-around services in English, Spanish, Creole and Arabic, and ending the cycle of poverty by providing a private, faith-based, 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. In 2007, Ms. Guadagno 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 35 years in public service and has been an attorney for more than four 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. | |

  21. Nominees for Director

    | Nicos Katsoulis | | | Age 66 Director since 2019 Committees: Audit and Risk | Skills and Qualifications: ● Former Executive Vice President/Commercial Real Estate of the Bank ● Extensive knowledge of commercial real estate and financial services ● Chair of the Risk Committee | | 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. | |

  22. Nominees for Director

    | Joseph J. Lebel III | | | Age 63 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 Senior Executive Vice President and Chief Operating Officer of the Company effective January 1, 2025, having previously served as Executive Vice President and Chief Operating Officer of the Company since June 2020. Prior to that, he served as Executive Vice President and Chief Operating Officer of the Bank since January 2019 and had previously served as Chief Banking Officer and Chief Lending Officer. Before 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 is a former Trustee to Fulfill, a food bank based in Ocean and Monmouth Counties. He is also 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. | |

  23. Nominees for Director

    | Christopher D. Maher | | | Age 59 Director since 2014 Committees: None | Skills and Qualifications: ● Chairman, President, and CEO of the Company ● Former Director of the Federal Reserve Bank of Philadelphia and former Board Chairman of the New Jersey Bankers Association ● Chairman of the Board of OceanFirst Foundation | | Christopher D. Maher has served as Chairman of the Company and the Bank since 2017 and as CEO of the Company and the Bank since 2015. He previously served as President of the Bank from 2015 to 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 and former Board Chairman of Helen Keller Services for the Blind, as Trustee and the Chairman of the Monmouth University Board, and as a Trustee and Chairman of Hackensack Meridian Ambulatory Care. He also serves as a member of the Board of Hackensack Meridian Health. He is active within the banking industry, having served as a director of the Federal Reserve Bank of Philadelphia from 2020 through 2024 and as a member of the Board of the New Jersey Bankers Association from 2016 through 2026, where he was a past Board Chairman. He also serves as a founding director of NBID, the National Bank InterDeposit Company. 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. | |

  24. Nominees for Director

    | Joseph M. Murphy, Jr. | | | Age 67 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 ● Chair of the Finance Committee | | Joseph M. Murphy, Jr. served as President and CEO of Country Bank, a Manhattan-based community back acquired by the Company in January 2020. Prior to joining Country Bank, Mr. Murphy co-founded a commercial mortgage conduit, ValuExpress LLC, specializing in loans for the real estate capital markets. For over 30 years he has owned and managed family real estate investments nationwide. He currently serves as a Principal 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 the 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 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. | |

  25. Nominees for Director

    | Steven M. Scopellite | | | Age 60 Director since 2019 Committees: Information Technology and Leadership | Skills and Qualifications: ● Former Global Chief Information Officer of Goldman Sachs ● Significant public company governance, information technology and cybersecurity experience ● Chair of the Information Technology Committee | | 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 a world-class global technology organization. Mr. Scopellite currently serves as Advisor and Board member to Pledge Publishing, building the technology platform that links the massive mainstream game industry to the fast-growing Web3 industry. Mr. Scopellite also serves on the Riverview Medical Center Board of Trustees. Mr. Scopellite provides the Board with significant public governance and risk management experience, particularly as they relate to information technology and cybersecurity. | |

  26. Nominees for Director

    | Grace C. Torres | | | Age 66 Director since 2018 Committees: Audit, 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 100 registered investment companies, 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 services industry. | |

  27. Nominees for Director

    | Patricia L. Turner | | | Age 57 Director since 2020 Committees: Compensation and Finance | Skills and Qualifications: ● Executive Director and CEO of the American College of Surgeons ● Former President of the Council of Medical Specialty Societies ● Member of the Board of Trustees of Wake Forest University | | 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. Prior to 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 and the surgical quality champion. 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 is a member of the National Academy of Medicine, past chair of the ACS Delegation to the AMA, past President of the Council of Medical Specialty Societies, and serves on the Board of Trustees of Wake Forest University. Dr. Turner currently is President and serves as a member of the Executive Committee of Medical Specialty Societies. Dr. Turner provides the Board with significant leadership and managerial experience related to medical, business, and higher education. | |

  28. Nominees for Director

    | Dalila Wilson-Scott | | | Age 52 Director since 2023 Committees: Compensation and Finance | Skills and Qualifications: ● Executive Vice President and Chief Impact & Inclusion Officer of Comcast Corporation ● Board member of Main Line Health and Co-Chair of the Children’s Hospital of Philadelphia’s Corporate Advisory Council ● Extensive governance and regulatory experience | | Dalila Wilson-Scott was appointed to the Board in October 2023. She serves as the Executive Vice President and Chief Impact & Inclusion Officer of Comcast Corporation and President of the Comcast NBCUniversal Foundation. In this role, she leads strategic impact and inclusion efforts that leverage the power of Comcast’s talent, connectivity, and platforms to create opportunities in areas aligned with its global media and technology businesses, including Project UP, Comcast’s comprehensive $1 billion digital opportunity initiative to help expand internet access, deliver digital skills training, and drive economic mobility through programs and community partnerships across Comcast, NBCUniversal, and Sky. Ms. Wilson-Scott also developed and directs Comcast’s philanthropic portfolio, employee engagement, and volunteerism activities spanning U.S. and international markets. 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, City Year, and CodePath and co-chairs the Children’s Hospital of Philadelphia’s Corporate Advisory Council. Ms. Wilson-Scott speaks regularly on philanthropy, economic mobility and inclusion 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 an MBA in Finance and Management from New York University’s Leonard N. Stern School of Business and a B.A. in Economics from New York University’s College of Arts and Sciences. Ms. Wilson-Scott provides the Board with significant regulatory and governance knowledge as well as experience with complex organizations. | |

  29. Nominees for Director

    In connection with the Flushing acquisition and related Warburg Pincus investment, which is expected to close after the date of the Annual Meeting, the Board of Directors of the resulting institution will be constituted with ten directors from OceanFirst selected from the Board nominees elected at the Annual Meeting, six directors of Flushing to be selected in accordance with the Merger Agreement, and one appointed by Warburg Pincus, which will be Todd Schnell whose biography is as follows: Todd Schell is based in New York, having joined Warburg Pincus in 2011 and is a Managing Director on the Financial Services team, focusing on banking and specialty finance. He chairs the firm’s U.S. fintech effort, a collaboration between the Technology and Financial Services investment teams. Mr. Schell serves on the Boards of ECN Capital, Banc of California, IntraFi, Facet Wealth, and PayJoy. He was involved in the firm’s investments in Vao Bank, Edelman Financial Engines, Santander Asset Management, Santander Consumer USA, SCM Insurance Services, Webster Bank, and Sterling Bank. Prior to joining Warburg Pincus, Mr. Schell covered financial institutions in the Investment Banking Division at Barclays Capital. He received an MBA from Harvard Business School and a BA from Amherst College.

  30. Executive Compensation Program Highlights

    | BALANCED PROGRAM ELEMENTS | We use a mix of compensation elements—time- and performance-based awards, cash and equity, and short-and long-term awards—to motivate and incentivize our executives, reward accomplishments, and promote safe and sound banking practices. | | NO DIVIDENDS OR DIVIDEND EQUIVALENTS ON UNVESTED STOCK AWARDS | We pay dividends and dividend equivalents on restricted stock awards only when the underlying awards vest. | | ROBUST RISK ASSESSMENT FRAMEWORK | We perform a comprehensive annual risk assessment 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 Stock Appreciation Rights (“SARs”) without stockholder approval, except to adjust the option value in connection with a significant corporate transaction such as a change in 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 severance payment only if terminated without cause or the executive terminates employment for good reasons 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 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 GUIDELINES | 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 from pledging our common stock to secure debt, unless prior approval is received from our Board, which is granted only in limited circumstances. | | INDEPENDENT COMPENSATION CONSULTANT | The Compensation Committee directly engages an independent compensation consultant to evaluate the competitiveness and effectiveness of our executive compensation program and advise on market practices and regulatory matters. |

  31. 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, Company performance, and current pay levels. | Fixed | Short-term | | Cash Incentives | Encourages 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%) ● Core Non-Interest Expense Percentage of Assets Ratio (15%) ● Core Non-Interest Expense Dollar (15%) ● Net Deposit Growth (10%) ● Regulatory Compliance and Assessments (7.5%) ● Shareholders, Customers and Community (7.5%) ● Internal Controls (5%) | 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 aligning 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. The value of this award is tied to a mix of selected financial performance metrics and the stock performance over the performance period. Performance metrics: ● Relative ROAA 3 year average (40%) ● Relative EPS 3 year growth (40%) ● Relative TSR 3 year growth (20%) | Performance-based | Long-term | | | | Time-based restricted stock vests based on completion of service requirements, with value tied to stock performance between the grant date and the vesting date. | Fixed, vesting in four equal annual installments | Long-term |

  32. 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 2025, 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 in executive session with members of the Compensation Committee (without management 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 2025 and determined that the work performed by Meridian did not create any conflict of interest and that Meridian is independent.

  33. 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 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 with over $10 billion in assets, such as the Bank, have increased regulatory and compliance requirements that are not applicable to its peers below the $10 billion threshold. 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 2024, to inform 2025 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 2025 Peer Group:

  34. 2025 PEER GROUP

    2025 PEER GROUP

  35. 2025 PEER GROUP

    | ● Fulton Financial Corp. ● WesBanco, Inc ● Eastern Bankshares, Inc ● Atlantic Union Bankshares Corp. ● Provident Financial Services, Inc. ● Customers Bancorp, Inc. ● WSFS Financial Corp. ● Independent Bank Corp. ● First Financial Bancorp. ● Community Financial System, Inc. ● Sandy Spring Bancorp, Inc.* | ● Dime Community Bancshares, Inc. ● Berkshire Hills, Bancorp, Inc.* ● Brookline Bancorp, Inc.* ● Eagle Bancorp, Inc. ● Park National Corp. ● ConnectOne Bancorp, Inc. ● Flushing Financial Corp.† ● Univest Financial Corp. ● Peapack-Gladstone Financial Corp. ● City Holding Company ● Lakeland Bancorp, Inc**. | 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, plus CT, MA, OH, RI, VA, and WV ● Focus on headquarters in or near a major metropolitan area Asset Size ● $6.6 billion to $32 billion, representing a reasonable range around our assets Positioning relative to peers 45th Percentile for assets |

  36. 2025 PEER GROUP

    | * These peers were acquired or involved in a Merger of Equals in 2025. | | ** Due to their 2024 acquisition, Meridian utilized Lakeland Bancorp’s assets as of March 31, 2024 for purposes of this peer group. | | † The Company entered into a Merger Agreement with Flushing Financial Corporation on December 27, 2025. |

  37. 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 the Company and the Bank performance goals for 2025 at its January and February meetings. Each NEO’s annual cash incentive compensation is weighed at the full CIP funding rate for the year. A percentage modifier, from 0% to 150%, for individual performance is then applied to the CIP funding allocation to determine the NEO’s annual bonus, subject to a maximum payout of 150% of target. NEOs’ annual bonus cannot exceed 150% of target and is determined based on both corporate and individual performance.

  38. Cash Incentive Metrics and Goals

    Cash Incentive Metrics and Goals Cash incentive awards are based on four financial metrics and three strategic metrics. The four financial metrics are Core Earnings, Core Non-Interest Expense Percentage of Asset Ratio, Core Non-Interest Expense Dollar, and Net Deposit Growth. These financial metrics drive stockholder value and connect individual compensation to the Company’s performance. 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 extraordinary and non-recurring events. For example, core metrics exclude merger-related expenses, restructuring charges, net gain/loss on equity investments, net loss on sale of investments, and the income tax effect of these items. The Company reports core metrics alongside its GAAP metrics, and analytics and investors rely on them 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.) The three strategic metrics were 1) Regulatory Compliance and Assessment, 2) Internal Controls, and 3) Shareholder, Customers, and Community outcomes. These qualitative factors play a crucial role in the cash incentive program by ensuring a comprehensive evaluation of performance beyond just numerical targets. These factors allow for a more balanced and holistic assessment of employees’ contributions taking into account individual behaviors and adherence to laws and regulations, ensuring that employees not only meet their goals but also do so in a manner that aligns with the Company’s values and legal requirements. They also reflect the future impact of current decisions, promoting long-term thinking and sustainable performance. The weights and performance goals for all seven metrics are shown below:

  39. Cash Incentive Metrics and Goals

    | Bank Performance Metrics | Performance % of Award Opportunity | Threshold* | Target* | Superior* | | Core Earnings | | $65,700,000 | $87,600,000 | $109,500,000 | | Core Non-Interest Expense Percentage of Assets Ratio | | 2.23% | 2.03% | 1.82% | | Core Non-Interest Expense Dollar | | $312,498,000 | $284,089,000 | $255,680,000 | | Net Deposit Growth | | 3% | 13% | 23% |

  40. Cash Incentive Metrics and Goals

    | * Payout Range: Threshold: 50%; Target: 100%; Superior: 150% |

  41. Cash Incentive Metrics and Goals

    | Strategic Management Metrics | Performance % of Award Opportunity | Quantitative and Qualitative Measures, including: | | Regulatory Compliance and Assessments | | Quantitative and Qualitative Measures, including: ● Regulatory Assessments and Outcomes ● Audit Results - internal and external ● Clearing Matters Requiring Attention ● Risk Assessments | | Shareholders, Customers, Community | | Quantitative and Qualitative Measures, including: ● Engagement Survey Scores ● Customer Satisfaction (including Net Promoter and Google Scores) ● GlassDoor Ratings ● Diversity and Inclusion ● Business Continuity and Management ● Strategic Integrations of Acquisitions/Conversions | | Internal Controls | | Quantitative and Qualitative Measures, including: ● Internal Policy and Procedures ● Information and Communications – safeguarding data ● Third Party Risk Management ● Data Governance ● ERM program – enhancements in line with Company Growth |

  42. Cash Incentive Metrics and Goals

    | * Payout Rang: Threshold: 50%; Target: 100%; Superior: 150% |

  43. Cash Incentive Metrics and Goals

    The financial metric performance goals were derived from the Company’s 2025 Strategic Plan, which was approved by the Board in December 2024.

  44. Target Incentive Awards for the NEOs

    Target Incentive Awards for the NEOs The following table shows the 2025 cash incentive targets for the Company’s NEOs.

  45. Target Incentive Awards for the NEOs

    | Name | Target Bonus | Percent of Salary | | Christopher D. Maher | $775,000 | 77.89% | | Patrick S. Barrett | 400,000 | 69.57% | | Joseph J. Lebel III | 475,000 | 82.61% | | Michele B. Estep | 200,000 | 45.69% | | Steven J. Tsimbinos | 200,000 | 45.69% |

  46. Target Incentive Awards for the NEOs

    In the Company’s CIP, corporate and individual performance modifiers work together to ensure a balanced and comprehensive evaluation of both the Company’s overall success and individual contributions. Corporate performance metrics are primarily focused on the Bank’s financial and strategic outcomes. This ensures that the Bank’s financial health and regulatory compliance are prioritized, thereby supporting shareholder value and long-term sustainability. Corporate performance metrics can be assessed and paid out up to 150%. On the other hand, individual performance modifiers recognize exceptional individual contributions and are determined through a comprehensive evaluation of an employee’s overall performance, which reflects both the goals achieved and the behaviors exhibited. This component is particularly important for retaining and motivating high performers. Individual performance modifiers can be assessed and paid out up to 150%. By combining these two components, the CIP ensures that employees are motivated to contribute to the Bank’s overall success while also recognizing and rewarding individual excellence. This approach helps to align employees’ interests with those of the Bank, promoting both collective and individual achievements. See “How Compensation is Determined” and “The Role of the Compensation Committee” regarding disclosure on how total compensation opportunities are determined for each NEO.

  47. 2025 Performance Against Incentive Targets and Final Payout

    2025 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 the cash incentive target earned for each performance metric and the total percentage earned for 2025.

  48. 2025 Performance Against Incentive Targets and Final Payout

    | | 2025 Performance Level | | | | | | | Performance Metric | Threshold | Target | Superior | Metric Weighting | Payout % | Weighted Payout % | | Core Earnings | | | | | 87% | 34.8% | | Core Non-Interest Expense % | | | | | 94% | 14.1% | | Core Non-Interest Expense $ | | | | | 108% | 16.2% | | Net Deposit Growth | | | | | 54% | 5.4% | | Regulatory Compliance and Assessments | | | | | 100% | 7.5% | | Shareholders, Customers, and Community | | | | | 100% | 7.5% | | Internal Controls | | | | | 100% | 5.0% | | | | | | | Total Funding | 90.5% of Target |

  49. 2025 Performance Against Incentive Targets and Final Payout

    When the Compensation Committee evaluated the 2025 financial performance, the Committee approved limited adjustments to certain CIP performance metric target values to reflect finalized financial results and related accounting reclassifications. These adjustments were made to realign performance outcomes with the Company’s underlying operating performance, preserve the original intent of the incentive framework, and avoid unintended incentive outcomes that would not have appropriately reflected overall performance for the year. The Committee believes these actions support the integrity of the Company’s pay-for-performance philosophy and alignment with stockholder interests. As a result of these adjustments, the weighted payout of this CIP performance metric was reduced. Based on these results, the Company funded the incentive plan at 90.5% of target, up from the previous year’s incentive plan funding of 84.9% of target. However, bonus payouts for NEOs were above 90.5% 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. The table below shows each NEO’s 2025 annual incentive payout and percentage of total bonus earned, which reflects the Compensation Committee’s evaluation of each NEO’s attainment of individual performance goals.

  50. 2025 Performance Against Incentive Targets and Final Payout

    | Name | 2025 Target Bonus | 2025 Bonus | Percentage of 2025 Target Bonus | | Christopher D. Maher | $775,000 | $890,746 | 115% | | Patrick S. Barrett | 400,000 | 452,500 | 113% | | Joseph J. Lebel III | 475,000 | 537,344 | 113% | | Michele B. Estep | 200,000 | 271,500 | 136% | | Steven J. Tsimbinos | 200,000 | 271,500 | 136% |

  51. Long-Term Incentive Awards

    Long-Term Incentive Awards The 2025 long-term incentive awards consist of 50% time-based restricted stock and 50% performance-based restricted stock for all NEOs. Our long-term incentive compensation is intended to incentivize our NEOs to achieve key financial goals, enhance stockholder value, promote executive stock ownership, and facilitate executive retention. 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 2025 to the NEOs are shown below.

  52. Long-Term Incentive Awards

    | Name | Time-Based Stock Awards | Performance-Based Stock Awards | | Christopher D. Maher | $520,057 | $516,102 | | Patrick S. Barrett | 275,049 | 272,935 | | Joseph J. Lebel III | 475,032 | 471,440 | | Michele B. Estep | 250,051 | 248,125 | | Steven J. Tsimbinos | 250,051 | 248,125 |

  53. Performance-Based Restricted Stock Awarded in 2025

    Performance-Based Restricted Stock Awarded in 2025 Performance-based restricted stock awards cliff vest at the end of a three-year performance period based on achievement against the following performance measures: (i) Relative Return on Average Assets (“ROAA”) (3-year average) (weighted 40%), (ii) Relative 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 (“KRX”). 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 competitive payout opportunities, and correlates to achieved performance. The performance metrics were selected because they are linked to the creation of 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 2025 performance-based restricted stock awards will be measured at the end of the three-year period. The relative performance goals remain unchanged since 2023, and the Committee reviewed and approved them in early 2025.

  54. 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:

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

    | | | | | Payout Range | | | | | Grant Year | Vesting Year | ROAA Target | ROAA Results | None | Threshold | Target | Superior | | FY20 | 2021 | 1.25% | 0.64% | | | | | | | 2022 | 1.25% | 0.95% | | | | | | | 2023 | 1.25% | 1.11% | | | | | | | 2024 | 1.25% | 0.78% | | | | | | | 2025 | 1.25% | 0.69% | | | | | | FY21 | 2022 | 0.69% | 0.95% | | | | | | | 2023 | 0.78% | 1.11% | | | | | | | 2024 | 0.86% | 0.78% | | | | | | | 2025 | 0.86% | 0.69% | | | | |

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

    | | | | | | Payout Range | | | | | Grant Year | Vesting Year | Metric | Target | Results | None | Threshold | Target | Superior | | FY22 | 2025 (3-Year Cliff Vest) | 3-Year Average ROAA | 1.01% | 0.86% | | | | | | | | 3-Year Cumulative EPS | $7.14 | $5.72 | | | | | | | | Total Shareholder Return | 50th percentile | <25th percentile | | | | |

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

    | | | | | | Payout Range | | | | | Grant Year | Vesting Year | Metric | Target | Results | None | Threshold | Target | Superior | | FY23(1) | 2026 (3-Year Cliff Vest) | 3-Year Average ROAA | 50th percentile | <25th percentile | | | | | | | | 3-Year EPS Growth | 50th percentile | <25th percentile | | | | | | | | Total Shareholder Return | 50th percentile | <25th percentile | | | | |

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

    | (1) For the FY23 performance share grant, the Compensation Committee approved a three-year performance-based award structure designed to further strengthen alignment between executive compensation and long-term stockholder value creation. In connection with this grant, the Committee modified the performance measurement framework by transitioning from absolute performance targets to relative performance measured against a peer group, with results determined based on percentile ranking. The Committee believes this change enhances the rigor of the program, accounts for varying economic and industry conditions, and more effectively links payouts to the Company’s performance relative to its peers. |

  59. Time-Based Restricted Stock

    Time-Based Restricted Stock 2025 time-based restricted stock awards will vest in equal installments over four years, subject to continued employment with the Company.

  60. 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 ended December 31, 2025. Target pay includes base salary, target cash incentive, and the target value of long-term incentive awards (i.e., grant value). Realizable pay reflects salary, actual bonuses, and the current value of equity awards, using the shared price on December 31, 2025. As shown below, the CEO’s realizable pay was 3% below target for the three-year period ended December 31, 2025, reflecting the Company’s performance during that period. The Committee believes this analysis confirms the Company’s strong correlation between pay and performance.

  61. Employment Agreements

    Employment Agreements The Company’s continued success depends to a significant degree on the skills and competence of our NEOs. We have employment agreements with several of our NEOs, and, under those agreements, the NEOs are eligible for severance payments and benefits in the event of certain terminations or a change in control of the Company. The employment agreements are intended to ensure the Company can maintain a stable, competent management team. 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.”

  62. 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 to focus the NEOs’ attention on long-term stockholder value; | | ● | assessing performance comprehensively reflecting multiple dimensions including financial, qualitative, ESG, and market performance; and | | ● | considering prior period results, the exposure to risk, and actual risk outcomes in determining current and future compensation. |

  63. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards While the Company does not have a formal policy or obligation that requires it to grant or award equity-based compensation on a specific date, the Compensation Committee and the Board of Directors have a historic practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company’s Insider Trading Policy. Consequently, the Company has not granted, and does not expect to grant any stock options to any named executive officers within four business days preceding or one business day after the filing with the Securities and Exchange Commission of any report on Forms 10-K, 10-Q, or 8-K that discloses material non-public information. The Compensation Committee and the Board of Directors do not take material non-public information into account when determining the timing of equity awards nor do they time the disclosure of such information to affect the value of executive compensation. The Company did not grant any stock options to its executive officers, including the named executive officers, during the fiscal year ended December 31, 2025.

  64. 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, 2025, 2024, and 2023 for the NEOs.

  65. Summary Compensation Table

    | | | | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | | | | Name and Principal Position | Year | Salary ($) | Time-based Stock Awards ($)(1) | Performance- based Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | | All Other Compensation ($)(5) | Total ($) | | Christopher D. Maher, Chairman and CEO of the Company and the Bank | 2025 | 995,000 | 520,057 | 516,102 | 890,746 | 3,269 | 199,166 | 3,124,340 | | | 2024 | 965,000 | 520,001 | 514,790 | 888,266 | 2,763 | 159,060 | 3,049,880 | | | 2023 | 950,000 | 540,057 | 546,544 | 736,560 | 5,129 | 154,906 | 2,933,196 | | Patrick S. Barrett, Senior Executive Vice President and CFO of the Company and the Bank | 2025 | 575,000 | 275,049 | 272,935 | 452,500 | — | 184,466 | 1,759,950 | | | 2024 | 465,750 | 275,000 | 272,245 | 318,375 | — | 47,593 | 1,378,963 | | | 2023 | 450,000 | 300,011 | 303,640 | 285,120 | — | 65,327 | 1,404,098 | | Joseph J. Lebel lll, President and Chief Operating Officer of the Bank | 2025 | 575,000 | 475,032 | 471,440 | 537,344 | — | 119,139 | 2,177,955 | | | 2024 | 553,725 | 475,033 | 470,243 | 463,766 | — | 93,361 | 2,056,128 | | | 2023 | 535,000 | 495,084 | 500,994 | 470,250 | — | 84,738 | 2,086,066 | | Michele B. Estep, Senior Executive Vice President and Chief Administrative Officer of the Bank | 2025 | 437,750 | 250,051 | 248,125 | 271,500 | — | 83,102 | 1,290,528 | | | 2024 | 425,000 | 250,011 | 247,496 | 254,700 | — | 71,509 | 1,248,716 | | | 2023 | 325,000 | 270,028 | 273,280 | 198,000 | — | 63,179 | 1,129,487 | | Steven J. Tsimbinos, Senior Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank | 2025 | 437,750 | 250,051 | 248,125 | 271,500 | — | 82,206 | 1,289,632 | | | 2024 | 425,000 | 250,011 | 247,496 | 254,700 | — | 61,123 | 1,238,330 | | | 2023 | 325,000 | 270,028 | 273,280 | 198,000 | — | 59,226 | 1,125,534 |

  66. 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 granted in the year shown computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. 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 granted in the year shown computed in accordance with FASB ASC 718. For the market component of the 2025, 2024, and 2023 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 fiscal year ended December 31, 2025, filed with the Company’s Annual Report on Form 10-K, for assumptions made in the valuation. The value of the 2025 performance-based restricted stock awards at the Superior tier are as follows: Mr. Maher, $724,085; Mr. Barrett, $382,929; Mr. Lebel, $661,426; Ms. Estep, $348,119; and Mr. Tsimbinos, $348,119. | | (3) Reflects payments made for the year under the cash incentive compensation plan. | | (4) Represents above-market or preferential earnings on non-tax-qualified deferred compensation. |

  67. Summary Compensation Table

    | (5) All other compensation consisted of the following elements for 2025: |

  68. Summary Compensation Table

    | | Christopher D. Maher | Patrick S. Barrett | Joseph J. Lebel III | Michele B. Estep | Steven J. Tsimbinos | | Employee Stock Ownership Plan Allocation | $6,414 | $6,414 | $6,414 | $6,414 | $6,414 | | 401(k) Plan Contribution (Company match) | 12,250 | 12,250 | 12,250 | 12,250 | 12,250 | | SERP Allocation | 53,543 | — | — | — | — | | Life Insurance Premiums | 3,612 | 5,544 | 5,544 | 3,612 | 3,612 | | HSA Employer Match | — | 1,167 | — | — | — | | Company-provided Automobile Benefit | 18,849 | 12,000 | 13,180 | 12,000 | 6,176 | | Company-paid Club Dues | 15,835 | — | — | — | 10,428 | | Company-Paid Executive Physical | 5,500 | — | 5,500 | 5,500 | — | | Cash Dividend Payments on Vested Restricted Stock | 83,163 | 14,252 | 76,251 | 43,326 | 43,326 | | Other(1) | — | 132,839 | — | — | — | | TOTAL | $199,166 | $184,466 | $119,139 | $83,102 | $82,206 |

  69. Summary Compensation Table

    | (1) Reflects one-time expenses related to the relocation of Mr. Barrett’s primary residence. |

  70. 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, 2025.

  71. Grants of Plan-Based Awards

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Christopher D. Maher | 387,500 | 775,000 | 1,162,500 | | Patrick S. Barrett | 200,000 | 400,000 | 600,000 | | 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 |

  72. Grants of Plan-Based Awards

    | (1) Amounts shown represent the range of potential payouts for fiscal year 2025 performance under the 2025 Cash Incentive Compensation Plan. The performance period for the non-equity awards was January 1, 2025 through December 31, 2025. See “Compensation Discussion and Analysis – Elements of Compensation – Cash Incentive Awards” and “Summary Compensation Table” for the actual payouts made in 2025. |

  73. Grants of Plan-Based Awards

    | | | 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) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher D. Maher | 2/28/25 | 14,437 | 28,873 | 43,310 | 28,876 | 1,036,159 | | Patrick S. Barrett | 2/28/25 | 7,635 | 15,270 | 22,904 | 15,272 | 547,984 | | Joseph J. Lebel III | 2/28/25 | 13,188 | 26,375 | 39,562 | 26,376 | 946,471 | | Michel B. Estep | 2/28/25 | 6,941 | 13,881 | 20,822 | 13,884 | 498,176 | | Steven J. Tsimbinos | 2/28/25 | 6,941 | 13,881 | 20,822 | 13,884 | 498,176 |

  74. 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, 2028 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 fiscal year ended December 31, 2025, filed with the Company’s Annual Report Form 10-K for assumptions made in the valuation. |

  75. 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, 2025.

  76. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Christopher D. Maher | 59,677 | — | 17.28 | 3/16/26 | — | — | — | — | | | 73,400 | — | 29.01 | 3/15/27 | — | — | — | — | | | 25,275 | — | 27.40 | 1/24/28 | — | — | — | — | | | 109,060 | — | 25.20 | 3/01/29 | — | — | — | — | | | 166,380 | — | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 6,032 | 108,274 | — | — | | | — | — | — | — | 11,384 | 204,343 | — | — | | | — | — | — | — | 26,157 | 469,518 | — | — | | | — | — | — | — | 28,876 | 518,324 | — | — | | | — | — | — | — | — | — | 22,766 | 408,650 | | | — | — | — | — | — | — | 34,876 | 626,024 | | | — | — | — | — | — | — | 28,873 | 518,276 | | Patrick S. Barrett | — | — | — | — | 2,502 | 44,911 | — | — | | | — | — | — | — | 6,324 | 113,516 | — | — | | | — | — | — | — | 13,833 | 248,302 | — | — | | | — | — | — | — | 15,272 | 274,132 | — | — | | | — | — | — | — | — | — | 12,648 | 227,032 | | | — | — | — | — | — | — | 18,444 | 331,070 | | | — | — | — | — | — | — | 15,269 | 274,085 |

  77. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Joseph J. Lebel III | 37,500 | — | 17.28 | 3/16/26 | — | — | — | — | | | 45,000 | — | 29.01 | 3/15/27 | — | — | — | — | | | 15,485 | — | 27.40 | 1/24/28 | — | — | — | — | | | 100,670 | — | 25.20 | 3/01/29 | — | — | — | — | | | 153,585 | — | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 5,529 | 99,246 | — | — | | | — | — | — | — | 10,436 | 187,326 | — | — | | | — | — | — | — | 23,895 | 428,915 | — | — | | | — | — | — | — | 26,376 | 473,449 | — | — | | | — | — | — | — | — | — | 20,869 | 374,593 | | | — | — | — | — | — | — | 31,858 | 571,851 | | | — | — | — | — | — | — | 26,375 | 473,425 | | Michele B. Estep | 7,875 | — | 22.69 | 3/01/26 | — | — | — | — | | | 50,335 | — | 25.20 | 3/01/29 | — | — | — | — | | | 76,790 | — | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 3,016 | 54,137 | — | — | | | — | — | — | — | 5,692 | 102,171 | — | — | | | — | — | — | — | 12,576 | 225,739 | — | — | | | — | — | — | — | 13,884 | 249,218 | — | — | | | — | — | — | — | — | — | 11,383 | 204,331 | | | — | — | — | — | — | — | 16,767 | 300,974 | | | — | — | — | — | — | — | 13,881 | 249,170 |

  78. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Steven J. Tsimbinos | 15,000 | — | 17.28 | 3/16/26 | — | — | — | — | | | 37,500 | — | 29.01 | 3/15/27 | — | — | — | — | | | 12,915 | — | 27.40 | 1/24/28 | — | — | — | — | | | 50,335 | — | 25.20 | 3/01/29 | — | — | — | — | | | 76,790 | — | 20.44 | 2/28/30 | — | — | — | — | | | — | — | — | — | 3,016 | 54,137 | — | — | | | — | — | — | — | 5,692 | 102,171 | — | — | | | — | — | — | — | 12,576 | 225,739 | — | — | | | — | — | — | — | 13,884 | 249,218 | — | — | | | — | — | — | — | — | — | 11,383 | 204,331 | | | — | — | — | — | — | — | 16,767 | 300,974 | | | — | — | — | — | — | — | 13,881 | 249,170 |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (1) 25% of the restricted stock vests on March 1 of each year following the grant date, subject to the executive’s continued service on the relevant vesting dates, with one exception: 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. | | With respect to Mr. Maher’s shares that have not vested, 6,032 shares vest on March 1, 2026; 11,384 shares vest in equal installments on March 1, 2026 and 2027; 26,157 shares vest in equal installments on March 1, 2026, 2027, and 2028; and 28,876 shares vest in equal installments on March 1, 2026, 2027, 2028, and 2029. | | With respect to Mr. Barrett’s shares that have not vested, 2,502 shares vest on March 1, 2026; 6,324 shares vest in equal installments on March 1, 2026 and 2027; 13,833 shares vest in installments on March 1, 2026, 2027, and 2028; and 15,272 shares vest in equal installments on March 1, 2026, 2027, 2028, and 2029. | | With respect to Mr. Lebel’s shares that have not vested, 5,529 shares vest on March 1, 2026; 10,436 shares vest in equal installments on March 1, 2026 and 2027; 23,895 shares vest in equal installments on March 1, 2026, 2027, and 2028; and 26,376 shares vest in equal installments on March 1, 2026, 2027, 2028, and 2029. | | With respect to Ms. Estep’s shares that have not vested, 3,016 vest on March 1, 2026; 5,692 shares vest in equal installments on March 1, 2026 and 2027; 12,576 shares vest in equal installments on March 1, 2026, 2027, and 2028; and 13,884 shares vest in equal installments on March 1, 2026, 2027, 2028, and 2029. | | With respect to Mr. Tsimbinos’s shares that have not vested, 3,016 shares vest on March 1, 2026; 5,692 shares vest in equal installments on March 1, 2026 and 2027; 12,576 shares vest in equal installments on March 1, 2026, 2027, and 2028; and 13,884 shares vest in equal installments on March 1, 2026, 2027, 2028, and 2029. | | (2) Market value computed using the closing price of the Company’s common stock on December 31, 2025 ($17.95). | | (3) Represents the Target tier for performance-based restricted stock awards granted in 2023, 2024, and 2025. | | 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 for Superior 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. | | For the 2024 award, each performance-based award vests on March 1, 2027 at 50% of Target level for Threshold performance or up to 150% of Target level performance for Superior performance, depending on the attainment of performance goals for the three-year period from January 1, 2024 through December 31, 2026, or are forfeited if the Threshold performance is not met. | | For the 2025 award, each performance-based award vests on March 1, 2028 at 50% of Target level for Threshold performance or up to 150% of Target level performance for Superior performance, depending on the attainment of performance goals for the three-year period from January 1, 2025 through December 31, 2027, or are forfeited if the Threshold performance is not met. |

  80. Outstanding Equity Awards at Fiscal Year-End

    Option Exercises and Stock Vested

  81. 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 fiscal year ended December 31, 2025.

  82. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | 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 | — | — | 39,822 | 717,194 | | Patrick S. Barrett | — | — | 10,275 | 185,053 | | Joseph J. Lebel III | — | — | 36,487 | 657,131 | | Michele B. Estep | — | — | 20,373 | 366,918 | | Steven J. Tsimbinos | — | — | 20,373 | 366,918 |

  83. Option Exercises and Stock Vested

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

  84. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Bank maintains a non-qualified SERP to provide Mr. Maher with additional retirement benefits. In connection with Mr. Maher’s SERP, the Bank funds a bookkeeping account for the benefit of his retirement and makes an annual contribution to such account. Such account will be paid in full upon the termination of his employment due to his retirement after age 65, or if a resignation for Good Reason (as defined in the plan), termination without Cause (as defined in the plan) or his death or disability, plus the credit amount for that plan year. If Mr. Maher’s employment terminates for Cause, no payment shall be made. In the event of resignation without Good Reason, Mr. Maher will be paid the balance of the account, less contributions for the preceding five years and less any earnings on those forfeited contributions. If a change in control occurs before Mr. Maher’s 65th birthday while he remains employed, such account will be paid in full plus the present value of the credit amounts for the next three plan years.

  85. 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, 2025:

  86. 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 | — | 53,543(2) | 31,779 | — | 616,750 |

  87. Nonqualified Deferred Compensation Plan for Executives

    | (1) A portion of the amount listed as earnings and included in the aggregate balance at last fiscal year end has 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. |

  88. 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.

  89. 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, 2025. 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.

  90. 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. Mr. Maher, had fiscal 2025 total compensation of $3,124,340 as reflected in the 2025 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 $86,936 for 2025. As a result, Mr. Maher’s 2025 annual compensation was approximately 36 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, 2025. 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, 2025. 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 2025 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 significant 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.

  91. 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.

  92. Pay Versus Performance

    | | Summary Compensation Table Total for CEO(1) ($) | | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | | | Compensation Actually Paid to CEO(2) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | Net Income (in ’000) ($) | Core Earnings(4) (in ’000) ($) | | 2025 | 3,124,340 | 2,795,318 | 1,629,454 | 1,429,019 | 103.87 | 106.50 | 67,128 | 81,890 | | 2024 | 3,049,880 | 3,083,255 | 1,480,534 | 1,561,495 | 109.42 | 113.20 | 96,049 | 93,559 | | 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 |

  93. Pay Versus Performance

    | (1) Mr. Maher was the CEO for the time period indicated. For 2023, 2024, and 2025, 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. |

  94. 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 2025. There were no valuation assumptions that differ materially from those utilized and disclosed at the time of grant. |

  95. Pay Versus Performance

    | | 2025 | | | | Compensation Actually Paid to CEO ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | Total Compensation in the Summary Compensation Table | 3,124,340 | 1,629,454 | | Deduct Amounts Reported in Summary Compensation Table: | | | | Equity Awards | (1,036,159) | (622,702) | | 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 | 1,233,046 | 742,477 | | Change in value of awards granted in a prior year that are outstanding and unvested at year end | (510,013) | (312,559) | | Value of awards granted in a prior year that vest in the covered year | (15,896) | (7,652) | | 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 | 2,795,318 | 1,429,019 |

  96. Pay Versus Performance

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

  97. Pay Versus Performance

    | (3) Peer group is the KBW Regional Banking Index used for purposes of Item 201(e) of Regulation S-K. |

  98. Pay Versus Performance

    | (4) Core earnings is a non-GAAP financial measure that excludes the opening provision for credit losses with the acquisition of Spring Garden Capital Group, LLC, net (gain) loss on equity investments, net gain on sale of trust business, restructuring charges, credit risk transfer expense, the Federal Deposit Insurance Corporation special assessment (release) expense, merger related expenses, the loss on redemption of preferred stock, and the income tax effect of these items. For 2025, 2024, 2023, 2022, and 2021, the related GAAP amounts (in ’000s) were $67,128, $96,049, $100,013, $142,587, and $106,060 respectively. |

  99. 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 2025, 2024, 2023, 2022, and 2021, and the percentage change in cumulative total shareholder returns, net income and Core Earnings:

  100. Executive Compensation Actually Paid Versus Cumulative Total Shareholder Return

    Executive Compensation Actually Paid Versus Cumulative Total Shareholder Return Executive Compensation Actually Paid Versus Cumulative Total Shareholder Return

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

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

  102. Executive Compensation Actually Paid Versus Core Earnings

    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: OCFC Versus KBW Shareholder Return

  103. Director Compensation

    Director Compensation

  104. Cash and Stock Retainers for Non-Employee 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 | 95,000 | 50,032 | — | — | 894 | 145,926 | | Anthony R. Coscia | 135,000 | 50,032 | — | — | 5,609 | 190,641 | | Michael D. Devlin(6) | 68,750 | — | — | — | 55,609 | 124,359 | | Jack M. Farris | 110,000 | 50,032 | — | — | 3,785 | 163,817 | | Robert Garrett | 95,000 | 50,032 | — | — | 894 | 145,926 | | Kimberly M. Guadagno | 102,500 | 50,032 | — | — | 5,609 | 158,141 | | Nicos Katsoulis | 110,000 | 50,032 | — | — | 5,609 | 165,641 | | Joseph M. Murphy, Jr. | 110,000 | 50,032 | — | — | 5,609 | 165,641 | | Steven M. Scopellite | 110,000 | 50,032 | — | — | 3,785 | 163,817 | | Grace C. Torres | 110,000 | 50,032 | — | — | 5,609 | 165,641 | | Patricia Turner | 95,000 | 50,032 | — | — | 3,785 | 148,817 | | Dalila Wilson-Scott | 95,000 | 50,032 | — | — | 1,002 | 146,034 |

  105. Director Compensation

    Director Compensation

  106. 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 2027 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 27, 2027. Any such notice and solicitation shall be subject to the requirements of the proxy rules adopted under the Securities and Exchange Act of 1934.