OCEANFIRST FINANCIAL CORP
For the period ended May 27, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 27, 2026
Contents
Compensation Program Design and Rationale
To attract qualified executives as NEOs and to incentivize, reward, and retain executives who meet the Company’s performance expectations, our 2025 executive compensation program included the compensation elements described below.
| 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 | ||
30 OCEANFIRST FINANCIAL CORP.● 2026 Proxy Statement
How Compensation Is Determined
Mix of Compensation Elements
Our executive compensation program maintains the appropriate balance of compensation elements to motivate executives and reward individual and organization-wide accomplishments. Performance-based incentive awards play an important role in the executive compensation program, but so do fixed compensation elements that reward consistent performance that is grounded in safe and sound banking practices. We recognize banks must avoid awarding executive incentives that encourage imprudent or excessive risk-taking. For more information about how the Compensation Committee evaluates and mitigates potential risk in our executive compensation program, see “Mitigating Risk in Our Executive Compensation Program.”
The following chart illustrates the 2025 actual compensation mix for our CEO and the other NEOs (on average).
| Pay Mix | |
|---|---|
| CEO Pay Mix | Average NEOs Pay Mix |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.