OCEANFIRST FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 23, 2024
OCFC$18.08-1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)Financial Statements
The following documents are filed as a part of this report:
| PAGE | |
|---|---|
| Reports of Independent Registered Public Accounting Firms | 59 |
| Consolidated Statements of Financial Condition at December 31, 2023 and 2022 | 64 |
| Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 | 65 |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 | 66 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 | 67 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 | 68 |
| Notes to Consolidated Financial Statements for the Years Ended December 31, 2023, 2022 and 2021 | 71 |
(a)(2)Financial Statement Schedules
All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(a)(3)Exhibits
| Exhibit No: | Exhibit Description | Reference |
| 3.1 | Certificate of Incorporation of OceanFirst Financial Corp. | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 3.1A | Certificate of Amendment to the Certificate of Incorporation of OceanFirst Financial Corp. | Incorporated herein by reference from Exhibit to Form 8-K filed on June 4, 2018. |
| 3.2 | Bylaws of OceanFirst Financial Corp. | Incorporated herein by reference from Exhibit to Form 8-K filed on December 21, 2017. |
| 3.3 | Certificate of Designation of 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020. | Incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020. |
| 4.0 | Stock Certificate of OceanFirst Financial Corp. | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 4.1 | Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate | Incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020. |
| 4.2 | Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein | Incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020. |
| 4.3 | Form of Depositary Receipt | Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020. |
| 4.4 | Indenture, dated May 1, 2020, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee | Incorporated herein by reference from Exhibit to Form 8-K filed on May 1, 2020. |
| 4.5 | First Supplemental Indenture, dated May 1, 2020, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee | Incorporated herein by reference from Exhibit to Form 8-K filed on May 1, 2020. |
| 4.6 | Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030 | Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on May 1, 2020. |
| 4.7 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed on March 1, 2021. |
| Exhibit No: | Exhibit Description | Reference |
| 10.1 | Form of OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.1(a) | Amendment to OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from the Exhibits to Form 10-K filed on March 25, 1997. |
| 10.1(b) | Amendment to OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from Exhibit to Form 10-K filed on March 17, 2008. |
| 10.3 | OceanFirst Bank 1995 Supplemental Executive Retirement Plan | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.3(a) | OceanFirst Bank Executive Supplemental Retirement Income Agreement | Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008. |
| 10.4 | OceanFirst Bank Deferred Compensation Plan for Directors | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.4(a) | OceanFirst Bank New Executive Deferred Compensation Master Agreement | Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008. |
| 10.5 | OceanFirst Bank Deferred Compensation Plan for Officers | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.5(a) | OceanFirst Bank New Director Deferred Compensation Master Agreement | Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008. |
| 10.18 | Amendment and form of OceanFirst Bank Employee Severance Compensation Plan | Incorporated herein by reference from Exhibits to Form 10-Q filed on August 9, 2005. |
| 10.19 | Form of OceanFirst Financial Corp. Deferred Incentive Compensation Award Program | Incorporated herein by reference from Exhibits to Form 10-K filed on March 14, 2006. |
| 10.25 | Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options | Incorporated by reference from Exhibit to Form 8-K filed May 10, 2011. |
| 10.27 | Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan Award Agreement | Incorporated by reference from Exhibit to Form 8-K filed May 10, 2011. |
| 10.28 | 2011 Stock Incentive Plan | Incorporated herein by reference from Schedule 14-A Revised Definitive Proxy Statement filed on March 31, 2011. |
| 10.28A | Amendment No. 1 to 2011 Stock Incentive Plan | Incorporated herein by reference from Schedule 14-A Definitive Proxy Statement filed on April 26, 2017. |
| 10.29 | 2011 Cash Incentive Compensation Plan | Incorporated herein by reference from Schedule 14-A Revised Definitive Proxy Statement filed on March 31, 2011. |
| 10.30 | Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, and Steven J. Tsimbinos | Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017. |
| 10.32 | Supplemental Executive Retirement Account Agreement between Christopher D. Maher and OceanFirst Bank dated June 18, 2013 | Incorporated herein by reference from Exhibit to Form 8-K filed June 20, 2013. |
| 10.34 | Form of OceanFirst Financial Corp 2011 Stock Incentive Plan Award Agreement for Stock Awards | Incorporated herein by reference from Exhibit to Form 8-K filed January 17, 2014. |
| 10.35 | Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Joseph J. Lebel | Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017. |
| Exhibit No: | Exhibit Description | Reference |
| 10.35A | Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Joseph J. Lebel III, and Steven J. Tsimbinos | Incorporated herein by reference from Exhibit to Form 8-K filed on June 27, 2017. |
| 10.38 | Separation, Non-Competition and Consulting Agreement, dated as of August 9, 2019, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and Joseph M. Murphy, Jr. | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on December 19, 2019. |
| 10.39 | Consulting Agreement, dated as of December 31, 2019, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and William D. Moss | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K/A filed on January 2, 2020. |
| 10.40 | OceanFirst Financial Corp. 2020 Stock Incentive Plan | Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 22, 2020. |
| 10.41 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.42 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.43 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.44 | Amendment No.1 to the OceanFirst Financial Corp. 2020 Stock Incentive Plan | Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 20, 2021 |
| 10.45 | Employment Agreement between OceanFirst Financial Corp. and Grace M. Vallacchi | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022 |
| 10.47 | Executive Employment Agreement between OceanFirst Financial Corp. and Patrick Barrett | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 10.48 | Confidentiality and Executive Restriction Agreement | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 10.49 | Executive Change in Control Agreement | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 14.1 | Amended OceanFirst Bank, N.A. Code of Ethics and Standards of Personal Conduct | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022 |
| 14.2 | OceanFirst Financial Corp. Code of Ethics for Senior Officers | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022 |
| 21.0 | Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities” | Filed herewith. |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith. |
| 23.2 | Consent of KPMG LLP | Filed herewith. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.1 | Certifications pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes Oxley Act of 2002 | Filed herewith. |
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | Filed herewith. |
| Exhibit No: | Exhibit Description | Reference |
| 101.0 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. | Filed herewith. |
| 101.INS | XBRL Instance Document | Filed herewith. |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
| 101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document | Filed herewith. |
| 104.0 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | Filed herewith. |
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