OCEANFIRST FINANCIAL CORP (OCFC)
Sector: Financials
2026 Annual Meeting Analysis
OCEANFIRST FINANCIAL CORP · Meeting: May 27, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Barros joined in September 2023, which is less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger; his commercial real estate and economic development background is relevant to a community bank.
Coscia has served since 2018 and the 3-year TSR gap versus the peer group median is -26.6 percentage points, well below the 65-point threshold required to trigger a vote against for a company with strong positive absolute returns; no overboarding, attendance, or independence concerns are present.
Farris has served since 2015 and the TSR underperformance gap does not reach the 65-point trigger threshold; his cybersecurity and risk management expertise is directly relevant, and all attendance and independence requirements are met.
Garrett joined in October 2023, making him exempt from the TSR trigger as his tenure is less than 24 months; he serves on the Audit Committee and, while his primary background is healthcare administration, the board has a designated audit committee financial expert in Grace Torres, so no financial expertise gap concern applies to Garrett specifically.
Guadagno has served since 2018 and the peer-group TSR gap of -26.6 percentage points does not meet the 65-point trigger threshold; her government relations and regulatory experience is relevant, and no other policy flags apply.
Katsoulis has served since 2019 and the TSR underperformance gap does not reach the 65-point trigger; his deep banking and commercial lending expertise is highly relevant to OCFC's business.
Lebel is a non-independent inside director (COO) who has served since 2022; the 3-year TSR gap of -26.6 percentage points does not reach the 65-point threshold needed to trigger a vote against, and his operational banking expertise provides clear value to the board.
Maher is the combined Chairman and CEO and has served since 2014; OCFC's absolute 3-year price return of +34.3% is in the strong-positive tier, and the peer-group underperformance gap of -26.6 percentage points is well below the 65-point trigger threshold, so no TSR-based vote against is warranted for him as a director.
Murphy has served since 2020 and the TSR underperformance gap does not reach the trigger threshold; his community banking and commercial real estate finance background is directly relevant, and a single late Form 4 filing for an inherited share transaction is an immaterial disclosure lapse.
Scopellite has served since 2019 and the peer-group TSR gap does not meet the 65-point trigger; his Goldman Sachs technology leadership experience is highly relevant to the board's Information Technology Committee.
Torres has served since 2018, is the designated audit committee financial expert (CPA and former CFO of Prudential Investments), and the TSR underperformance gap does not reach the trigger threshold; she meets all independence and expertise requirements.
Turner has served since 2020 and the peer-group TSR gap does not meet the 65-point trigger threshold; her senior executive leadership experience and all attendance and independence requirements are satisfied.
Wilson-Scott was appointed to the Board in October 2023, placing her within the 24-month new-director exemption from the TSR trigger; her finance and governance background from JPMorgan and Comcast is relevant.
All 13 director nominees receive a FOR vote. OCFC's absolute 3-year price return of +34.3% places the company in the strong-positive TSR tier, requiring a peer-group underperformance gap of at least 65 percentage points to trigger a vote against; the actual gap of -26.6 percentage points does not meet that threshold. Three directors (Barros, Garrett, Wilson-Scott) joined within the past 24 months and are separately exempt. No overboarding, attendance failures, independence violations, or material qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Christopher D. Maher
Total Comp
$3,124,340
Prior Support
92%%
The CEO's total reported compensation of $3,124,340 is within a reasonable range for a Chairman and CEO of a $1.1 billion market-cap community bank, and prior shareholder support was a strong 92%, well above the 70% threshold that would require demonstrated corrective action. The pay structure is appropriately weighted toward variable compensation — roughly 68% of the CEO's pay consists of performance-based cash bonuses and equity awards (split 50/50 between time-based and performance-based restricted stock), and the performance-based equity uses multi-year relative metrics including return on average assets, earnings-per-share growth, and total shareholder return versus the KBW Nasdaq Regional Banking Index, meeting the policy requirement for meaningful, measurable long-term performance conditions. While OCFC's stock has trailed the peer group median over three years, the variable pay was not paid out above benchmark in a manner inconsistent with performance — the cash incentive plan funded at only 90.5% of target, the 2022 performance-based stock grant vested at zero (all metrics missed), and the CEO's realizable pay over 2023–2025 was 3% below target, demonstrating genuine pay-for-performance alignment. The company also maintains a robust clawback policy that complies with Nasdaq and SEC requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Deloitte & Touche LLP as the independent auditor but the audit fee table data was not included in the extracted text, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data is unavailable the default is FOR. Deloitte is a Big 4 firm fully appropriate for a $1.1 billion market-cap community bank, and auditor tenure was not disclosed in the extracted filing, so the tenure trigger does not fire. No material restatements are referenced in the proxy.
Overall Assessment
The 2026 OceanFirst Financial Corp. annual meeting presents a clean ballot: all 13 director nominees receive a FOR vote because the company's strong absolute 3-year return keeps the peer-group underperformance gap well below the policy trigger threshold, and Say on Pay receives a FOR vote supported by 92% prior-year shareholder approval, a pay structure where variable compensation genuinely tracks performance, and a CEO realizable pay outcome that was modestly below target over the measurement period. The auditor ratification proposal also receives a FOR vote, with Deloitte & Touche appropriate for the company's size, though fee data was not available in the extracted filing for ratio analysis.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing