OceanFirst Financial (OCFC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2026, to be held virtually, with voting instructions provided for shareholders of record as of April 2, 2026.

• Key business includes election of 13 directors, advisory vote on executive compensation, approval of a new stock incentive plan, and ratification of Deloitte & Touche LLP as auditor.

• The company is progressing with the acquisition of Flushing Financial Corporation and a $225 million strategic investment from Warburg Pincus, expected to close in Q2 2026.

• 2025 marked the 116th consecutive quarterly dividend and continued focus on community engagement and ESG initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 13 directors, (2) advisory say-on-pay for executive compensation, (3) approval of the 2026 Stock Incentive Plan, and (4) ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Procedures for shareholder nominations and proposals are detailed, with deadlines for submission for the 2027 meeting.

Board of directors and corporate governance

• Board consists of 13 directors, with 11 classified as independent.

• Board committees include Audit, Compensation, Leadership, Risk, Finance, and Information Technology, all chaired by independent directors.

• Annual self-assessment and director training are conducted; a skills matrix and diversity data are disclosed.

• Board leadership combines Chairman/CEO roles with an independent Lead Director.

• Governance enhancements include elimination of age/geographic restrictions and dissolution of the Board-level Compliance Committee.