OCEANFIRST FINANCIAL CORP 10-K

Item 9A. Controls and Procedures (a) Disclosure Controls and Procedures The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (“SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. (b) Management Report on Internal Control Over Financial Reporting Management of OceanFirst Financial Corp. and its subsidiaries are responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO 2013 Framework”). Based on this assessment, management determined that, as of December 31, 2021, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report appears on page 61. (c) Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information On February 23, 2022, the Bank amended its Code of Ethics and Standards of Personal Conduct, primarily for the Company to establish a separate Code of Ethics for Senior Officers. The revised Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and the new Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this 111 Annual Report. Future amendments to these documents will be reported, to the extent required by applicable law, regulation or listing standards, on the Company’s Investor Relations website, https://ir.oceanfirst.com/home/default.aspx. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 112 PART III Item 10. Directors, Executive Officers and Corporate Governance The information relating to directors, executive officers and corporate governance and the Registrant’s compliance with Section 16(a) of the Exchange Act required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2022 under the captions “Corporate Governance,” “Proposal 1. Election of Directors” and “Delinquent Section 16(a) Reports.” A Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and a Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this Annual Report. Future amendments to these documents will be reported, to the extent required by applicable law, regulation or listing standards, on the Company’s Investor Relations website, https://ir.oceanfirst.com/home/default.aspx. Item 11. Executive Compensation The information relating to executive compensation required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2022 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information relating to security ownership of certain beneficial owners and management and related stockholder matters required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2022 under the caption “Stock Ownership.” Information regarding the Company’s equity compensation plans existing as of December 31, 2021 is as follows: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) Equity compensation plans approved by stockholders 2,458,255 $ 21.02 5,149,637 Equity compensation plans not approved by stockholders — — — Total 2,458,255 $ 21.02 5,149,637 Item 13. Certain Relationships and Related Transactions and Director Independence The information relating to certain relationships and related transactions and director independence required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2022 under the captions “Proposal 1. Election of Directors — Board Independence” and “Transactions with Management.” Item 14. Principal Accountant Fees and Services The independent public accounting firm is KPMG LLP , Short Hills, New Jersey . Their firm ID as assigned by the PCAOB is 185 . The information relating to the principal accounting fees and services is incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting to be held on May 25, 2022 under the caption “Proposal 3. Ratification of Appointment of the Independent Registered Public Accounting Firm.” 113 PART IV Item 15. Exhibits and Financial Statement Schedules (a) (1) Financial Statements The following documents are filed as a part of this report: PAGE Report of Independent Registered Public Accounting Firm 57 Consolidated Statements of Financial Condition at December 31, 202 1 and 20 20 61 Consolidated Statements of Income for the Years Ended December 31, 202 1 , 20 20 and 201 9 62 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 1 , 20 20 and 201 9 63 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 1 , 20 20 and 201 9 64 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 1 , 20 20 and 201 9 65 Notes to Consolidated Financial Statements for the Years Ended December 31, 202 1 , 20 20 and 201 9 68 (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. 114 (a) (3) Exhibits Exhibit No: Exhibit Description Reference 2.1 Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp., Midtown Merger Sub Corp. and Country Bank Holding Company, Inc. Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed by OceanFirst Financial Corp. on August 13, 2019. 2.2 Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp., Hammerhead Merger Sub Corp. and Two River Bancorp. Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed by OceanFirst Financial Corp. on August 13, 2019. 2.3 Agreement and Plan of Merger, dated as of November 4, 2021, by and among OceanFirst Financial Corp., Coastal Merger Sub Corp. and Partners Bancorp. Incorporated herein by reference from the Exhibits to the Current Report on From 8-K filed by OceanFirst Financial Corp. on November 4, 2021. 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 to 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 to 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 to 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 to Exhibit A to 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 by OceanFirst Financial Corp. on March 1, 2021. 115 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, Michael J. Fitzpatrick, 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. 116 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, Michael J. Fitzpatrick, 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 Filed herewith. 10.46 Executive Change in Control Agreement between OceanFirst Financial Corp. and Grace M. Vallacchi Incorporated herein by reference to the Exhibits to the Quarterly Report on Form 10-Q filed on November 4, 2021 14.1 Amended OceanFirst Bank, N.A. Code of Ethics and Standards of Personal Conduct Filed herewith. 14.2 OceanFirst Financial Corp. Code of Ethics for Senior Officers Filed herewith. 21.0 Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities” Filed herewith. 23.1 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. 117 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, 2021, 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. Item 16. Form 10-K Summary Not applicable. 118 CONFORMED SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. O CEAN F IRST F INANCIAL C ORP . By: /s/ Christopher D. Maher Christopher D. Maher Chairman of the Board Chief Executive Officer Date: February 25, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. Name Date /s/ Christopher D. Maher February 25, 2022 Christopher D. Maher Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ Michael J. Fitzpatrick February 25, 2022 Michael J. Fitzpatrick Executive Vice President and Chief Financial Officer (Principal Financial Officer and Acting Principal Accounting Officer) /s/ Angelo J. Catania February 25, 2022 Angelo J. Catania Director /s/ Anthony R. Coscia February 25, 2022 Anthony R. Coscia Director /s/ Michael D. Devlin February 25, 2022 Michael D. Devlin Director 119 Name Date /s/ Jack M. Farris February 25, 2022 Jack M. Farris Director /s/ Kimberly M. Guadagno February 25, 2022 Kimberly M. Guadagno Director /s/ Nicos Katsoulis February 25, 2022 Nicos Katsoulis Director /s/ John K. Lloyd February 25, 2022 John K. Lloyd Director /s/ Joseph M. Murphy, Jr. February 25, 2022 Joseph M. Murphy, Jr. Director /s/ Steven M. Scopellite February 25, 2022 Steven M. Scopellite Director /s/ Grace C. Torres February 25, 2022 Grace C. Torres Director /s/ Patricia L. Turner February 25, 2022 Patricia L. Turner Director /s/ Grace M. Vallacchi February 25, 2022 Grace M. Vallacchi Director /s/ John E. Walsh February 25, 2022 John E. Walsh Director 120