UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a party other than the Registrant  ¨

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OceanFirst Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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OCEANFIRST FINANCIAL CORP.

975 HOOPER AVENUE

TOMS RIVER, NEW JERSEY 08754-2009

(732) 240-4500

April 2, 2010March 29, 2013

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of OceanFirst Financial Corp. (the “Company”“Company”), the holding company offor OceanFirst Bank. The Annual Meeting will be held on Wednesday, May 6, 2010,8, 2013, at 10:00 a.m., Eastern time, at the Crystal Point Yacht Club, 3900 River Road, at the intersection of State Highway 70, Point Pleasant, New Jersey 08742.

The Notice of Annual Meeting and the proxy statement appearing on the following pages describe the formal business to be transacted at the Annual Meeting. DirectorsThe Company’s directors and officers, of the Company, as well as a representative of KPMG LLP, the Company’s independent registered public accounting firm, will be present at the Annual Meeting to respond to appropriate questions of the Company’s stockholders.questions.

It is important that your shares are represented this year whether or not you are personally able to attend the meeting. Your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the conduct of business. You may still vote your shares by proxy by signing and returning the enclosed proxy card promptly.

On behalf of the Board of Directors and all of the employees of the Company and OceanFirst Bank, we thank you for your continued interest and support.

Sincerely yours,

John R. Garbarino

Chairman

OCEANFIRST FINANCIAL CORP.

975 HOOPER AVENUE

TOMS RIVER, NEW JERSEY 08754-2009

NOTICE OF 20102013 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE		10:00 a.m. on Thursday,Wednesday, May 6, 2010.8, 2013.
PLACE		The Crystal Point Yacht Club, 3900 River Road, at the intersection of State Highway 70, Point Pleasant, New Jersey.Jersey 08742.
ITEMS OF BUSINESS		(1)		The election of two directors of the Company;
		(2)		An advisory vote on executive compensation as disclosed in these materials;
		(3)		The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010; 2013; and
		(3)    (4)		Such other matters as may properly come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to come before the annual meeting.
RECORD DATE		In order to vote, you must have been a stockholder at the close of business on March 9, 2010.12, 2013.
PROXY VOTING		It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the enclosed proxy card or voting instruction card sent to you.card. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.
		John K. Kelly Steven J. Tsimbinos
		Corporate Secretary

NOTE: Whether or not you plan to attend the Annual Meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.

OCEANFIRST FINANCIAL CORP.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 6, 20108, 2013

This proxy statement is being furnished to stockholders of OceanFirst Financial Corp. (the “Company”“Company”), the holding company of OceanFirst Bank (the “Bank”“Bank”), in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting of Stockholders to be held on Wednesday, May 6, 20108, 2013, at 10:00 a.m. Eastern time, at the Crystal Point Yacht Club, 3900 River Road, at the intersection of State Highway 70, Point Pleasant, New Jersey 08742 and at any adjournment or postponement of the Annual Meeting. The Annual Report of Stockholders, including the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2009,2012, accompanies this proxy statement. This proxy statement which is first being mailed to record holders on or about April 2, 2010.March 29, 2013.

Voting and Proxy ProcedureVOTING AND PROXY PROCEDURE

Who Can Vote at the Annual Meeting

You are entitled to vote your shares of the Company’s common stock only if the records of the Company show that you held your shares as of the close of business on March 9, 2010.12, 2013. As of the close of business on that date, a total of 18,821,95617,769,089 shares of OceanFirst Financial Corp.the Company’s common stock were outstanding and entitled to vote. Each share of common stock has one vote. As provided in Article Fourth of the Company’s Certificate of Incorporation, record holders of common stock who beneficially own in excess of 10% of the outstanding shares of common stock are not entitled to any vote in respect of the shares held in excess of this limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors (i) to make all determinations necessary to implement and apply the limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the limit supply information to the Company to enable the Board of Directors to implement and apply the limit.

Attending the Annual Meeting

If you are a beneficial owner of OceanFirst Financial Corp.the Company’s common stock held by a broker, bank or other nominee (i.e., in “street name”), you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of OceanFirst Financial Corp. common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.

Quorum and Vote requiredRequired

The Annual Meeting will be held only if there is a quorum. A majority of the outstanding shares of common stockshares entitled to vote and represented at the Annual Meeting constitutes a quorum. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not receive voting instructions from the beneficial owner and casts an “uninstructed” vote.

In voting on Proposal 1, the election of directors, you may vote in favor of all nominees, withhold votes as to all nominees or withhold votes as to a specific nominees.nominee. There is no cumulative voting for the election of directors. Directors must beare elected by a plurality of the votes cast at the Annual Meeting. This means that the nominees receiving the greatest number of votes will be elected. Broker non-votes may not be counted as votes cast in the election of directors. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.

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In voting to ratifyon Proposal 2, the advisory vote on executive compensation, and Proposal 3, ratification of the appointment of KPMG LLP as the independent registered public accounting firm, you may vote in favor of the proposal,each of those proposals, against the proposaleach of those proposals or abstain from voting. To be approved, this matter requiresthese matters require the affirmative vote of a majority of the votes cast at the Annual Meeting. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the voting.voting, while abstentions will have the same effect as a vote against the proposals.

Voting by Proxy; Revocation of ProxyProxy; Board Recommendations

This proxy statement is being sent to you by the Company’s Board of Directors of the Company for the purpose of requesting that you allow your shares of Company common stock to be represented at the Annual Meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the Annual Meeting by properly executed and dated proxies will be voted in accordance with the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.The Board of Directors recommends a vote “FOR”the following votes:

If any matters not described in this proxy statement are properly presented at the Annual Meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the Annual Meeting in order to solicit additional proxies. If the Annual Meeting is adjourned or postponed, your Company common stock may be voted by the persons named in the proxy card on the new meeting dates as well, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the Annual Meeting.

You may revoke your proxy at any time before the vote is taken at the Annual Meeting. To revoke your proxy you must either advise the Corporate Secretary of the Company in writing before your common stock has been voted at the Annual Meeting, deliver a later dated and signed proxy card, or attend the Annual Meeting and vote your shares in person. Attendance at the Annual Meeting will not in itself constitute revocation of your proxy.

If your Company common stock is held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form provided by your broker, bank or other nominee, that accompanies this proxy statement.

Participants in OceanFirst Financial Corp.’s and OceanFirst Bank’s Benefit Plans

If you participateParticipants in the OceanFirst Bank Employee Stock Ownership Plan or the OceanFirst Bank Matching Contribution Employee Stock Ownership Plan (collectively the “ESOP”“ESOP”), or the OceanFirst Bank Retirement Plan, (the “401(k) Plan”“401(k) Plan”), you will receive a voting instruction form for each plan that reflects all shares youthey may vote under the particular plan. Under the terms of the ESOP, the trustee votes all shares held by the ESOP, but each ESOP participant in the ESOP may direct the trustee how to vote the shares of the Company common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Company common stock held by the ESOP and allocated shares of Company common stock for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k) Plan, a participant is entitled to direct the trustee how to vote the shares of Company common stock in the plan credited to his or her account. The trustee will vote all shares for which no directions are given or for which timely instructions were not received in the same proportion as shares for which such trustee received timely voting instructions. The deadline for returning your voting instructions to each plan’s trustee is April 30, 2010.May 3, 2013.

If you have any questions about voting, please contact the Company’s proxy solicitor, Georgeson Inc.IF YOU HAVE ANY QUESTIONS ABOUT VOTING, PLEASE CONTACT THE COMPANY’S PROXY SOLICITOR, GEORGESON INC., by calling toll free at 866-206-4955.BY CALLING TOLL FREE AT (866) 821-2614.

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CORPORATE GOVERNANCE

General

The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency, and maintains full compliance with the laws, rules and regulations that govern the Company’s operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for the Company.

Corporate Governance Policies and Procedures

The Company has adopted a Corporate Governance Policy to govern certain activities, including:

In accordance with the Corporate Governance Policy, at least a majority of the directors on the Board must be “independent directors” as defined in the listing requirements of the Nasdaq Stock Market.

Effective February 21, 2007, upon the recommendation of the Corporate Governance/Nominating Committee, the Board adopted the stock ownership guidelines (“Guidelines”) for non-employee directors and those executive officers named in the proxy statement (“proxy officers”). The Guidelines were adopted to better align the interests of the non-employee directors and those executive officers named in the proxy statement with those of the Company’s stockholders. The Guidelines provide that each non-employee director must own shares of the Company’s common stock equal in market value to three times the value of the combined annual director retainers received from the Company and the Bank. Current directors are expected to attain the minimum ownership within three years of adoption of the Guidelines. Newly elected directors must meet the Guidelines within three years of first being elected and qualified. For purposes of the Guidelines, the following shares count towards meeting the ownership requirements: 1) shares beneficially owned by the director and by immediate family members sharing the same household; 2) vested and unvested restricted stock awards; 3) shares acquired upon the exercise of stock options; and 4) shares held in trust where the director or an immediate family member is the beneficiary. Until the Guidelines are met, all retainers will be paid in Company stock, and a director must retain the net shares delivered upon the vesting of restricted share awards or the exercise of stock options. Once achieved, the ownership guidelines must continue to be met during the period the director serves on the Board.

Similarly, the Guidelines require the Chief Executive Officer to own Company stock with a value equal to five times his annual base salary. The other proxy officers must own Company stock with a value equal to three times their annual base salary. Each officer must meet the share ownership requirements within five years of the Guidelines’ adoption. Shares that count towards the Guidelines’ requirement include those shares listed under the directors share ownership requirements with the addition of shares held in the officer’s ESOP and 401(k) account and the value of vested and unvested stock options, where such value is calculated as the cumulative expense recognized by the Company on its financial statements.

Board leadership structure.Leadership Structure. The Board is led by the Chairman of the Board, John R. Garbarino. Mr. Garbarino also serves as the President and Chief Executive Officer of the Company. The Board believes that, combining thebecause of Mr. Garbarino’s leadership and experience, having combined roles of Chairman and CEO provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, and alignment on corporate strategy. In 2010, the Company separated the position of President from Chief Executive Officer in part to provide Mr. Garbarino with a greater ability to focus on Board leadership and management oversight. To assure effective independent oversight, the Board has adopted a number of governance practices, including:

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The Company’s Corporate Governance Policy provides that the Chairman of the Corporate Governance/Nominating Committee, currently Mr. John E. Walsh, shall also serve as the Lead Director. The Corporate Governance Policy provides that the duties of the Lead Director include assisting the Board in assuring compliance with and implementation of the Company’s Corporate Governance Policy, coordinating the agenda for and moderating sessions of the Board’s independent directors, and acting as principal liaison on certain issues between the independent and inside directors, including the Chairman of the Board, as applicable.

While the Board believes that the current leadership structure is best suited for the Company, it recognizes that other leadership models in the future might be more appropriate, depending on the circumstances. Accordingly, the Board periodically reviews its leadership structure.

Stock Ownership Guidelines. The Board, roleupon the recommendation of the Corporate Governance/Nominating Committee, has adopted stock ownership guidelines (the “Guidelines”) for non-employee directors and the NEOs. The Guidelines were adopted to better align the interests of the non-employee directors and the NEOs with those of the Company’s stockholders. The Guidelines provide that each non-employee director shall own shares of the Company’s common stock with a market value of at least three times the value of the combined annual director retainers received from the Company and the Bank. Newly elected directors shall meet the Guidelines within three years of first being elected and qualified. For purposes of the Guidelines, the following shares count towards meeting the ownership requirements: (1) shares beneficially owned by the director and by immediate family members sharing the same household; (2) vested and unvested restricted stock awards; (3) shares acquired upon the exercise of stock options; and (4) shares held in trust where the director or an immediate family member is the beneficiary. Until the Guidelines are met, all retainers will be paid in Company stock, and a director must retain the net shares delivered upon the vesting of restricted share awards or the exercise of stock options. Once achieved, the ownership guidelines shall continue to be met during the period the director serves on the Board.

Similarly, the Guidelines provide that the Chief Executive Officer shall own Company stock with a market value of at least five times his annual base salary. To comply with the Guidelines, each other NEO shall own Company stock with a market value of at least three times his annual base salary. Each NEO shall meet the share ownership requirements within five years of the officer having become an NEO. Shares that count towards the Guidelines’ requirement include those shares listed under the directors share ownership requirements with the addition of shares held in the oversightofficer’s ESOP and 401(k) account and the value of risk.vested and unvested stock options, where such value is calculated as the cumulative expense recognized by the Company on its financial statements. Until the Guidelines are met, an NEO shall retain all of the net vested restricted stock and net shares delivered after exercising stock options. Net shares refers to the shares that remain after shares are sold or netted to pay the exercise price of options and any withholding taxes.

Board Role in the Oversight of Risk/ Risk Committee

Under the Company’s Corporate Governance Policy, the business and affairs of the Company are managed by the officers under the direction of the Board. The Board is charged with providing oversight of the Company’s risk management processes. The AuditIn January 2013, the Board created the Joint Risk Committee is primarily responsibleof the Company and the Bank (the “Risk Committee”) and delegated to it primary responsibility for overseeing the risk management function at the Company on behalf of the Board. In carrying out its responsibilities, the AuditRisk Committee works closely with the Company’s Chief Risk Officer and other officers of the Company involved in risk management. The AuditRisk Committee meets at least quarterly with executive management and the Chief Risk Officer, the internal auditor and the independent registered public accounting firm and receives a comprehensive reportreports on risk management, including management’s assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The AuditRisk Committee also receives updates between meetings, as may be necessary, from the Chief Risk Officer, the Chief Executive Officer, the President, the Chief Financial Officer and other members of management relating to risk oversight matters. The AuditRisk Committee provides a report on risk management to the full Board on at least a quarterly basis. In addition, each quarter, the Audit Committee will discuss with management and the independent registered public accountant their review of the Company’s financial statements and significant findings based upon the independent registered public accounting firm’s review.review, and any material issues are relayed to the Risk Committee. The Company’s Chief Risk Officer performs a risk-based assessment of each of the Bank’s products, services, operations and regulatory requirements to determine the overall risk to the Bank. The Chief Risk Officer’s compliance report, including the latest risk-based assessment, is provided annually to the Board. During the period in which the Company participated in the U.S. Treasury’s TARP program,In

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addition, the Human Resources/Compensation Committee reviewed(the “Compensation Committee”) reviews with the Chief Risk Officer the Company’s compensation plans offor all employees, including the Senior Executive Officers (“SEOs”)CEO and other NEOs, to ensure that these plans diddo not encourage SEOs to taketaking unnecessary and excessive risks that would threaten the value of the Company.

Code of Ethics and Standards of Personal Conduct

The Company and Bank have adopted a Code of Ethics and Standards of Personal Conduct that is designed to ensure that all directors, executive officers and employees of the Company and Bank, meet the highest standards of ethical conduct. The Code of Ethics and Standards of Personal Conduct requires that all directors, executive officers

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and employees avoid conflicts of interest, protect confidential information and customer privacy, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Code of Ethics and Standards of Personal Conduct, all directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code.

As a mechanism to encourage compliance with the Code of Ethics and Standards of Personal Conduct, the Company and Bank established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters. These procedures ensure that individuals may submit concerns regarding questionable accounting or auditing matters in a confidential and anonymous manner. The Code of Ethics and Standards of Personal Conduct also prohibits the Company from retaliating against any director, executive officer or employee who reports actual or apparent violations of the Code.

Meetings of the Board of Directors

The Board of Directors of the Company and the Bank conduct business through meetings and the activities of the Boards and their committees. Board members are encouraged to attend all Board and Committee meetings. Their attendance and performance are among the criteria considered for re-nomination to the Board of Directors. During the fiscal year ended December 31, 2009,2012, the Company’s Board of Directors held 17nine meetings. All of the Directors of the Company attended at least 75% of the Board meetings and the committee meetings held on which such Directors served during the fiscal year ended December 31, 2009. 2012.

Committees of the Board of Directors

The Board of Directors of the Company maintains an Audit Committee, a Human Resources/Compensation Committee, a Corporate Governance/Nominating Committee, and a Corporate Governance/NominatingRisk Committee.

Committees of the Board of Directors

The following table identifies the standing committees and their members as of December 31, 2009.2012.

Mr. Garbarino brings extensive experience in banking and executive management to the Board. Mr. Garbarino’s experience and vision has resulted in OceanFirst Bank becoming the largest and oldest community-based financial institution headquartered in Ocean County, New Jersey. His past involvement in leadership positions with the Federal Home Loan Bank of New York, the New Jersey Savings League, America’s Community Bankers, as well as numerous other community and business organizations during his 3940 year career in banking provide insight to the Board on the factors that impact both the Company and its communities. Moreover, Mr. Garbarino’s day to day leadership and intimate knowledge of ourthe Company’s business and operations provide the Board with Company-specific experience and expertise. He is 6063 years of age.

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The following directors have terms ending in 2012:2015:

John W. Chadwick retired as the General Manager of Point Bay Fuel, a petroleum products distributor in late 2006. In his capacity as General Manager, Mr. Chadwick was responsible for the oversight of all aspects of the company’s operation, including its sixty-nine full-time employees which serviced approximately 15,000 accounts. Mr. Chadwick was responsible for all environmental issues, permits, advertising, insurance issues, public relations, consumer credit situations, contracting and buying of petroleum products and personnel decisions. Mr. Chadwick’s experienceChadwick brings to the Board significant expertise in management, consumer affairs and leadership. Point Bay Fuel is not an affiliate of the Company. Mr. Chadwick has been a member of the Board of Directors since 2002. He is 68 years of age.

Carl Feltz, Jr. is a registered architect and has been a principal in the firm of Feltz & Frizzell Architects, LLC since 1977. Prior to that, Mr. Feltz was employed as an architect at a New York City architectural firm for 10 years. In his more than 40 years of experience, Mr. Feltz has provided architectural services on residential, commercial, public and industrial buildings. His background in managing his own firm and his experience as an architect provides the Board with leadership and expertise in the local residential and commercial real estate markets. Feltz & Frizzell Architects, LLC is not an affiliate of the Company. Mr. Feltz has been a member of the Board of Directors since 1990. He is 71 years of age.

Diane F. Rhine has owned and operated her own real estate company since 1979. From October 2000 through November 2009, Ms. Rhine was a partner in Citta Rhine LLC. As of November 16, 2009, Ms. Rhine is President and sole owner of Citta & Cobb Inc. DBA as Rhine & Associates Inc. Ms. Rhine’s more than 30 years’ experience in residential real estate brokerage in Ocean County, New Jersey, brings to the Board management expertise and an extensive knowledge of the local real estate markets in which the Company conducts its business. Rhine & Associates Inc. is not an affiliate of the Company. Ms. Rhine has served on the Board of Directors since 1997. She is 6063 years of age.

Mark G. Solow is an advisor to Crystal Ridge Partners, LLC and Alston Capital Partners, firms which make equity investments in public and private companies. Mr. Solow is a director of Modern Bank, a privately held commercial bank in New York, and served on the board of directors of Central Jersey Bank, N.A. and its holding company from their inceptions through 2010. Prior to his retirement in 2005, Mr. Solow was a co-founder and a Managing Partner of GarMark Advisors, LLC, the manager of private investment funds that invest in middle market companies. Prior to the formation of GarMark Advisors, LLC in 1997, Mr. Solow was a Senior Executive Vice President at Chemical Banking Corporation (a predecessor institution to JPMorgan Chase) and a member of its twelve-person management committee. During his career at Chemical Banking Corporation, he served in several capacities, including head of global investment banking, and corporate and multinational banking in North America, Western Europe and Asia. In addition, he was Senior Credit Officer for the United States, Canada, Western Europe and Asia. Mr. Solow brings to the Board broad experience with capital markets, investment banking, management and leadership, as well as detailed knowledge of commercial and community banking. Mr. Solow has served on the Board of Directors since November 14, 2011. He is 64 years of age.

Senior Executive Officers Who Are Not Also Directors

Christopher D. Maherjoined the Company and the Bank on March 25, 2013 as President and Chief Operating Officer. Prior to that, Mr. Maher served as President and Chief Executive Officer of Patriot National Bancorp and Patriot National Bank since 2010. Before then, he was employed by The Dime Savings Bank of Williamsburgh and its holding company, Dime Community Bancshares, Inc., since 2005, where he was in charge of retail banking and was appointed as Executive Vice President and Chief Retail Officer in 2009. He is 46 years of age.

Michael J. Fitzpatrick has been Executive Vice President and Chief Financial Officer of the Company since 1995. He has also been Executive Vice President and Chief Financial Officer of the Bank since 1992. Mr. Fitzpatrick has been employed byjoining the Bank sincein 1992. He is 54 years of age.

Vito R. Nardelli has been Executive Vice President, Chief Operating Officer of the Bank since September 2005. He has been employed with the Bank since June 1, 2004. Prior to that date, he was employed in the banking industry for approximately 30 years. Mr. Nardelli began his career with Chase Manhattan Bank, N.A. as Vice President and Department Head – Letter of Credit Division. He held various executive level positions at Marine Midland Bank and Wachovia (formerly First Union). His broad experience has ranged in the areas of investment banking, international products/global collections and corporate and municipal finance. He most recently served as Director of Retail Banking for The Trust Company of New Jersey and, until 2003, as Division President of the Dime Savings Bank of New Jersey. Between 1991 and 1994, Mr. Nardelli served as Executive Director of the New Jersey Economic Development Authority. He is 6057 years of age.

Joseph J. Lebel IIIhas been First Senior Vice President, Chief Lending Officer of the Bank since May 2007. Before then,When he first joined the Bank in April 2006, he was Senior Vice President of the Bank, since he joined the Bank in April 2006.charge of Commercial Lending. Before then, he was employed with Wachovia Bank N.A. for approximately 22 years, most recently as Senior Vice President. He is 4750 years of age.

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John K. KellyJoseph R. Iantosca has been First Senior Vice President, and General CounselChief Administrative Officer of the Bank since May 2008 and before2007. Before then, he was Senior Vice President, and General CounselChief Administrative Officer of the Bank since 1990. HeFebruary 2004, when he joined the Bank. Before then, he was employed with BISYS Banking Solutions for seven years, most recently as National Vice President, Conversions and General CounselImplementations. He is 52 years of the Bank from 1988 until 1990. Mr. Kelly age.

Steven J. Tsimbinoshas been First Senior Vice President, General Counsel and Corporate Secretary of the Company since May 2008 and before then was Senior Vice President and Corporate Secretary of the Company since 1995. He has been Corporate Secretary of the Bank since 2002. Mr. Kelly has been employed bySeptember 2010. Prior to joining OceanFirst, he was General Counsel of Copper River Management, L.P., the Bankinvestment manager to a family of hedge funds, since 1988.May 2006, and prior to that a partner with Lowenstein Sandler PC, where he practiced corporate and securities law. He is 6043 years of age.

PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

11The Company’s executive compensation program is intended to attract, motivate, reward and retain the senior management talent required to achieve its corporate objectives and increase stockholder value. The Company believes that its compensation policies and procedures are competitive, are focused on pay-for-performance principles and are strongly aligned with the long-term interests of its stockholders. The Company also believes that the Company and its stockholders benefit from responsive corporate governance policies and constructive and consistent dialogue. The proposal described below, commonly known as a “Say on Pay” proposal, gives each stockholder the opportunity to endorse or not endorse the compensation for the NEOs by voting to approve or not approve such compensation as described in this proxy statement.

The Company’s stockholders are being asked to approve the compensation of the Company’s NEOs as described in this proxy statement, namely, under “Compensation Discussion and Analysis” and the included tabular and narrative disclosure.

The Board of Directors urges stockholders to endorse the compensation program for the Company’s executive officers by voting FOR Proposal 2. As discussed in the Compensation Discussion and Analysis, the Compensation Committee believes that the compensation of the named executive officers described herein is reasonable and appropriate, and is justified by the performance of the Company in an extremely difficult operating environment.

In deciding how to vote on this proposal, the Board urges you to consider the following factors, some of which are more fully discussed in the Compensation Discussion and Analysis (which stockholders are encouraged to read):

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Proposal 2. RatificationPlease note that your vote is advisory and will not be binding upon the Board, and may not be construed as overruling a decision by the Board or creating or implying any additional fiduciary duty by the Board. The Compensation Committee may take into account the outcome of Appointmentthe vote when considering future executive compensation arrangements.

The Board of Directors recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement, the accompanying compensation tables, and the related narrative disclosure.

of the Independent Registered Public Accounting FirmPROPOSAL 3. RATIFICATION OF APPOINTMENT

OceanFirst Financial Corp.’sOF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 20092012 was KPMG LLP. Acting on the recommendation of theThe Audit Committee the Board of Directors reappointed KPMG LLP to continue as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2010,2013, subject to ratification of such appointment by the stockholders. If stockholders do not ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm, the Audit Committee may, but is not required to, consider other independent registered public accounting firms.

Representatives of KPMG LLP will be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders present at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” Proposal 3, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company.

Audit Fees

The following table sets forth the fees billed to the Company for the fiscal years ended December 31, 20092012 and December 31, 20082011 by KPMG LLP:

The Audit Committee believes that the provision of non-audit services by KPMG LLP is compatible with maintaining KPMG LLP’s independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its Charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to the Company that are prohibited by law or regulation.

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During the year ended December 31, 2009,2012, 100% of the audit related fees, tax related fees and other fees set forth above were approved by the Audit Committee.

Report of the Audit Committee

The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Director of Internal Audit reports directly to the Audit Committee. The Director of Internal Audit conducted a risk assessment of the organization and submitted and implemented an internal audit plan for 2009.2012.

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The independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements and issuing an opinion on the conformity of these financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.

The Audit Committee reviewed and discussed the annual financial statements with management and the Company’s independent registered public accounting firm. As part of this process, management represented to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee also received and reviewed written disclosures and a letter from the independent registered public accounting firm regarding their independence as required under applicable standards for independent registered public accounting firms of public companies. The Audit Committee discussed with the independent registered public accounting firm the contents of such materials, their independence and additional matters required under Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent registered public accounting firm, the independent registered public accounting firm’s independence from the Company and its management. In concluding that the independent registered public accounting firm was independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm were compatible with the independent registered public accounting firm’s independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meetsmet with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in their report, express an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent registered public accounting firm is in fact “independent.”

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Based on such review and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20092012 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm.

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The Audit Committee

Joseph J. Burke, CPA, Retired, Chairman

Donald E. McLaughlin, CPA, Retired

Angelo Catania

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section provides (i) a descriptiondescribes the objectives, design and rationale of the structure and function of the Human Resources/Compensation Committee of the Board of Directors, (ii) a description of the objectives of theCompany’s compensation program for the SEO positions, (iii) a discussion of the design of the SEO compensation programits NEOs, and (iv) a discussion ofdiscusses each material element of the SEOCompany’s NEO compensation program, how compensation is determined, and the rationale for choosing to make the payments listedrecent developments in the tables following this section.Company’s compensation program.

Objectives of

OceanFirst’s vision and mission is to produce value for its stockholders by providing outstanding service and responsiveness to the Compensation Programs

The Company hasmarkets and customers it serves. To achieve that goal, the followingCompany’s objectives for theits executive officer compensation program:program are to:

Impact of Company’s Participation in the Capital Purchase Program on ExecutiveHow Compensation Is Determined

On January 16, 2009, the Company voluntarily elected to participate in the Capital Purchase Program (“CPP”) of the Troubled Asset Relief Program (“TARP”) as established by the Emergency Economic Stability Act of 2008 (“EESA”) through the issuance of preferred stock and warrants to the U.S Department of the Treasury. One of the consequences of such participation was that the Company became subject to various restrictions on executive compensation and corporate governance imposed by EESA, as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”), and the regulations of the Department of the Treasury. These restrictions were applicable to the Company until December 30, 2009, the date on which the Company redeemed all of the preferred stock previously issued to the Department of the Treasury. During that period, the Company complied with the following requirements:

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In accordance with the rules applicable to CPP participants set forth above, the Company paid in 2009 bonuses to its SEOs which were accrued and based upon the SEOs’ and the Company’s performance and attainment of goals under the Incentive Compensation Plan for fiscal 2008. These amounts are set forth in the Summary Compensation Table. During fiscal 2009, the Company was permitted to accrue for SEO bonuses up to June 15, 2009. No accruals or payments of bonuses were permitted for the period beginning on June 15, 2009 through the end of the TARP period, which for the Company was December 30, 2009. Accordingly, the Company paid in 2010 a bonus to its SEOs based upon the SEOs’ and Company’s performance and attainment of goals under the Incentive Compensation Plan for the period from January 1, 2009 through June 15, 2009. In addition, in accordance with the rules applicable to participants in the CPP, the Company granted shares of restricted stock to the SEOs which had a value not greater than one-third of the SEO’s total annual compensation and which did not fully vest at least until the end of the TARP period. A portion of the restricted share awards were performance based and were earned by the SEOs utilizing the Company performance criteria under the Incentive Compensation Plan for the year ended December 31, 2009. These shares are set forth in the Summary Compensation Table.

As part of the analysis and decision-making relating to the Company’s participation in the CPP, the Human Resources/Compensation Committee and the Board of Directors were apprised of the restrictions and limitations on executive compensation that would be imposed on the Company’s executive compensation program during the period in which the Company participated in the CPP.

Compensation Corporate Governance

Human Resources/Compensation Committee

The Human Resources/Compensation Committee is responsible for establishingreviews compensation for the SEOsCEO, the other NEOs and the other officers subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934, as amended (“(including the NEOs, the “Section 16 Officers”Officers”) and for establishing, as well as establishes certain guidelines and limits for compensation and benefits programs for other salaried officers and employees of the Company and the Bank. The Human Resources/Compensation Committee annually reviews and evaluates recommendations made by management regarding compensation, including base salary, bonuses and annual bonus recommendations madeequity grants for SEOs andthe Section 16 Officers by the CEO along with the rationale for such recommendations.Officers. The Human Resources/Compensation Committee also recommends to the Board for approvalthen determines the compensation for the CEO SEOs and Section 16 Officers. The CEO does not participate inOfficers and reports its determination to the Human Resources/ Compensation Committee’s decision as to his compensation package.Board. In establishing compensation levels, the Human Resources/Compensation Committee considers the Company’s overall objectives and performance, reports of compensation consultants, peer group comparisons, market data for other institutions, individual executive performance, the relative level of compensation among executive officers and individual performance.regulatory requirements. The Human Resources/Compensation Committee is composed entirely of independent non-employee directors. The members ofalso has the Human Resources/Compensation Committee for fiscal 2009 were Diane F. Rhine (Chairperson), John E. WalshChief Risk Officer review any potential and Carl Feltz, Jr.

Human Resources/Compensation Committee Charter

The Human Resources/Compensation Committee’s Charter reflects the Human Resources/Compensation Committee’s responsibilities described above. The Charter is periodically reviewedactual risks created by the Human Resources/Compensation CommitteeCompany’s compensation program, and to analyze the Board of Directors. The Charter was revisedcontrols in February 2009,place and November 2009 based upon the Interim Final Rule issued by the Department of the Treasury on June 15, 2009, to clarify the Human Resources/Compensation Committee’s responsibilities regarding compliance with the CPP and the regulations related thereto issued by the U.S. Department of the Treasury. Following the redemption of the preferred shares issued to the Treasury, the Committee, in February 2010, amended the Charter to read in the form which existed prior to the Company’s participation in the CPP. A copy of the current Charter is available on the Company’s website (www.oceanfirst.com).risk mitigation mechanisms.

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Executive management and outside advisors from time-to-time may be invited to Compensation Consultant/Committee meetings to provide their views on compensation matters. The CEO participates in the process of determining compensation for the other Section 16 Officers by making recommendations regarding base salary adjustments, and awards under incentive and equity plans. The CEO does not participate in the Compensation Committee’s decision as to his own compensation package. See “Corporate Governance – Committees of the Board of Directors” for further information regarding the Compensation Committee.

Role of ManagementCompensation Consultant

The Human Resources/Compensation Committee has authority underretained Frederic W. Cook & Co., Inc. (“FWC”) since early 2011 as its Charter to engage the services of independent third party experts to assist in reviewing and determining executive officer compensation. Pursuant to this authority, in December 2006 the Human Resources/compensation consultant. The Compensation Committee engaged Mercer Consulting, a nationally recognized consulting firm specializingconsiders advice and recommendations received from FWC in making compensation and employee benefits, to provide andecisions. FWC is independent review of the executive officerBank’s management, reports directly to the Compensation Committee, and directorhas no economic relationship with the Company other than its role as advisor to the Compensation Committee.

Compensation Study

FWC conducted a study for the Compensation Committee for use in making compensation decisions for 2012 and benefits.beyond. FWC reviewed the current peer group for appropriateness and recommended changes for 2012. The objectives of the independent review were to (i) assess the competitiveness of the Company’s total compensation program for executive officers and non-employee directors; and (ii) review performance based cash and stock compensation practices among peer banks. The consultant compared base salary, benefits, annual incentive and long term incentive compensation for each executive officer toCompensation Committee has historically relied on a peer group of bankingto assess relative performance for its annual incentive plans and make compensation decisions. The study proposed replacing four institutions from the peer group due to acquisition or a more appropriate peer institution having similar characteristics to the Company. Mercer’s 2006 Executive Compensation Survey report indicated that the Company’s total cash compensation benefits and long-term stock based incentives were competitive and within market practice.been identified. The report was used as a reference point for setting the 2007 and 2008 compensation.

In late May 2008, the Human Resources/Compensation Committee engaged Watson Wyatt Worldwide (“Watson Wyatt”) to perform a similar study to be used for setting compensation for 2009 through June 30, 2010. Watson Wyatt developed a peer group which approximates the Company’s operations, locale and size, which was used as a benchmark for pay and performance; reviewed the current level of executive compensation against peers; assessed the Company’s performance against peers and studied current director compensation levels against peers.approved those changes at its March 6, 2012 meeting. The peer group selected by Watson Wyatt included:established for the 2012 study consisted of the following:

Alliance Financial Corp. (NY) – NASDAQ: ALNC

Center Bancorp, Inc. (NJ) – NASDAQ: CNBC

Dime Community Bancshares (NJ) – NASDAQ: DCOM

First of Long Island Corp. (NY) – NASDAQ: FLIC

Flushing Financial Corp. (NY) – NASDAQ: FFIC

Hudson Valley Holding Corp. (NY) – NASDAQ: HUVL

Kearny Financial Corp. (NJ) – NASDAQ: KRNY

Lakeland Bancorp, Inc. (NJ) – NASDAQ: LBAI

Oritani Financial Corp. (NJ) – NASDAQ: ORIT

Peapack-Gladstone Financial Corp. (NJ) – NASDAQ: PGC

Provident New York Bancorp (NY) – NASDAQ: PBNY

Rockville Financial Inc. (CT) – NASDAQ: RCKB

Smithtown Bancorp, Inc. (NY) – NASDAQ: SMTB

State Bancorp, Inc. (NY) – NASDAQ: STBC

Sterling Bancorp. (NY) – NASDAQ: STL

Suffolk Bancorp (NY) – NASDAQ: SUBK

Trustco Bank Corp (NY)SunBancorp (NJ) – NASDAQ: TRSTSNBC

In 2009,Univest Corp. of Pennsylvania (PA) – NASDAQ: UVSP

WSFS Financial Corp. – (Delaware) – NASDAQ: WSFS

FWC conducted a review of the Company retained Watson Wyatt to update its 2008 study. In both its 2008 studyBank’s current level of director and its 2009 update, Watson Wyatt found that the Company’s executive compensation closely tracksrelative to its peers and provided the Compensation Committee with its report at its June 14, 2012 meeting. The executive compensation results found a strong alignment between performance and executive compensation at OceanFirst. OceanFirst was at or above the 75^th percentile of its peers for three of the five key performance metrics. The key metrics in the study were total interest and other income growth, earnings per share growth, return on assets, return on equity and total shareholder return. Overall, the base salaries were near the median when compared to the peer group while the target bonuses were within a competitive range of the peers in both75^th percentile. On average, target total cash and total direct compensation.compensation was positioned near the median. The 20082012 study together withwas taken into account by the 2009 update, were usedCompensation Committee to set and establish executive compensation for the second half of 2009 and the first half of 2010 compensation. The Human Resources/Compensation Committee intends to engage a compensation consultant in March 2010 to perform a similar study for establishing SEO, Section 16 Officer andreview director compensation for the last halfremainder of 2010 and2012. The Board increased the first halfannual retainer for the Chairperson of 2011.

Executive management and outside advisors are invited to Human Resources/the Compensation Committee meetingsfrom $5,000 to provide their views on compensation matters. The CEO participates in$8,000 to equal the process of determining senior officer compensation by making recommendationsretainer paid to the Human Resources/other two Committee Chairpersons for 2012. See“Director Compensation Committee as requested by the Human Resources/Compensation Committee regarding base salary adjustments, incentive plan awards– Cash and equity plan awards. Mr. Garbarino does not participate in decisions relating to his compensation.Stock Retainers and Meeting Fees for Non-Employee Directors.”

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Human Resources/Consideration of Last Year’s Advisory Stockholder Votes on Executive Compensation

At the 2012 Annual Meeting of Stockholders, approximately 94% of the shares voting on the Company’s non-binding advisory vote on executive compensation (commonly known as “say on pay”) were cast in favor of the compensation of the Company’s executive officers, as described in the 2012 Proxy Statement. The Board and the Compensation Committee Activitiesappreciate and value the views of stockholders. In considering the results of this advisory vote on executive compensation, the Committee concluded that the compensation paid to executive officers and the Company’s overall pay practices enjoy strong stockholder support.

In making compensation decisions for the remainder of 2012 and to date in 2009 and Early 2010

The Human Resources/Compensation Committee met four times during the fiscal year ended December 31, 2009. Among other actions taken in 2009, the Human Resources/Compensation Committee reviewed the Bank Officers’ compensation, incentive goals and incentive compensation, recommended the awards of stock options and awards of restricted stock to the Bank Officers, SEOs, Section 16 Officers and non-employee directors for consideration by2013, the Board and reviewed the Company’s complianceCommittee have considered, among other factors, this strong stockholder support and the Board’s overall satisfaction with the restrictions imposedcurrent compensation mix and levels, and have not made significant changes to the mix or level of compensation. Going forward, future advisory votes on executive compensation under the TARP.

In March and November 2009, the Human Resources/Compensation Committee met with the Chief Risk Officer as required by Treasury Department regulations. As part of its review, the Human Resources/Compensation Committee received a presentation regarding risks to which the Company is subject, including strategic, liquidity, interest rate, operational, credit quality, regulatory and other risks. The Human Resources/Compensation Committee also received an analysis of the controls in place, as wellwill serve as an analysisadditional tool to guide the Board and the Committee in their assessment of the Company’s executive compensation program. Based on this review, the Human Resources/Compensation Committee concluded that the Company’s executive compensation program does not encourage the Company’s SEOs or Section 16 Officers to take excessive or unnecessary risks that threaten the value of the franchise.

Compensation Program Design and Rationale

Cash CompensationCompensation.

Current cash compensation consists of base salary and a performance-based cash bonuses under a cash incentive plan. In addition to the performance-based compensation, the Company may from time to time make discretionary cash bonus under the annual Incentive Compensation Plan. payments to rectify inequities or recognize outstanding performance. No such discretionary bonuses were made to Section 16 Officers during fiscal 2012.

Base Salary.The base salary levels for the SEOs and Section 16 Officers are intended to be competitive with the practices of comparable financial institutions at appropriate levels to motivate individuals to discharge the responsibilities of their position. The Human Resources/Compensation Committee adjusts the SEOs’ and Section 16 Officers’ base salary annually. In making these adjustments, the Human Resources/Compensation Committee takes into account individual and Company performance; the total current and potential compensationpositions, while being mindful of a given officer; the levels of compensation paid by institutions that compete with OceanFirst for executive talent; and the relative level of compensation in comparison to other executive officers.managing costs. Messrs. Garbarino, NardelliMaher and Fitzpatrick have employment agreements with OceanFirstthe Company and the Bank and receive base salaries under those agreements, subject to annual review and adjustments. The Human Resources/Compensation Committee makes salary decisions in an annual review for the SEOs and Section 16 Officers with input from the CEO. Mr. Garbarino does not participate in decisions relating to his compensation.review.

Impact of Performance on Cash CompensationPerformance-Based Bonuses.

Under the 2009 Incentive Compensation Plan, aA significant portion of each executive officer’sSection 16 Officer’s annual cash compensation is contingent on the performance of the Company, the Bank and the individual.individual under a cash incentive compensation plan. Under the Incentive Compensation Plan, a variable bonus pool is establishedincentive compensation plan, performance-based bonuses are paid, generally annually, based on the Company’s level of achievement of pre-established financial performance objectives. Ordinarily, bonuses to SEOs and Section 16 Officers are awarded based on the total amount of the bonus pool reflecting Company performance andobjectives, as well as individual performance.

While annual cash-based incentive bonus awards play an appropriate role in the executive compensation program, This mechanism allows the Company believesto target and reward individual behaviors that it maintains the appropriate balance of base salary and incentive compensation that would not encourage strategies and risk-taking that might not align with the long term best interests of the Company and its stockholders. The Company utilizes an Incentive Compensation Plan which sets forth target bonuses ranging from 25% to 50% of base salary for its SEOs and Section 16 Officers. The use of equity-based long term compensation, in combination with executive share ownership requirements, reflectspromote the Company’s compensation program’s goals of aligning the interests of executivesperformance in a way that is consistent with its strategic plan and stockholders, thereby reducing the exposure to unnecessaryencourages prudent decision-making, effective risk taking.management and safe and sound practices.

In addition to the performance-based compensation paid under the Incentive Compensation Plan, the Company may from time to time make discretionary cash bonus payments to rectify inequities or recognize outstanding performance. No such discretionary bonuses were made to SEOs or Section 16 Officers during fiscal 2009.

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Equity Compensation PlanPlan.

During fiscal 2009,2012, the Company used the 2000 Stock Option Plan and 2006 Stock Incentive Plan (the “Stock Plans”)granted stock options and/or restricted stock awards to attract, retain and motivate non-employee directors and employees by providing for or increasing their economic interests in the success of the Company. Equity grants under the Stock PlansCompany’s stock incentive plans complement total compensation packages as well as enable the Company to align director and executive management interests as shareholderswith the stockholders of the Company.

Mix of Compensation Elements; Risk Mitigation. The 2006 Stock Incentive Plan providesCommittee believes that it maintains the appropriate balance of base salary and incentive compensation to motivate executives and reward accomplishments. Performance-based incentive bonus awards play an important role in the executive compensation program, but their use is balanced to provide stability and to avoid encouraging strategies and risk-taking that might not align with the long term best interests of the Company and its stockholders, as further described below. The Company utilizes performance-based bonuses with bonus targets ranging from 25% to 50% of base salary for its Section 16 Officers.

The Company is mindful of regulatory sound compensation practices that are designed to cause banking institutions to structure compensation programs in a way that does not provide incentives for executives to take imprudent or excessive risks. The Company’s compensation program for Section 16 Officers is designed to mitigate risk by (1) providing non-performance-based salaries, retirement and fringe benefits that are competitive in the market, permit executives to pay living expenses and provide stability without reliance on incentives; (2) incorporating cash incentives to reward performance in accordance with predefined goals and objectives; (3) including long-term incentives in the form of restricted stock awards ofand/or stock options to maintain focus on long-term shareholder value; and restricted stock.(4) considering prior period results, the exposure to risk, and actual risk outcomes in determining current and future compensation. To further mitigate risk resulting from performance-based

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compensation, the Committee considers, and uses when appropriate, metrics and performance goals that incorporate risk management, “clawbacks” to recover payments, and performance periods longer than one year. The 2000 Stock Option Plan expired byuse of equity-based long term compensation, in combination with executive stock ownership requirements, reflects the Company’s compensation program’s goals of aligning the interests of executives and stockholders, thereby reducing the exposure to imprudent or excessive risk taking. The Company believes these features recognize a balance between the need to accept risk exposure in the successful operation of its terms on January 19, 2010. Both the 2000 Stock Option Planbusiness and the 2006 Stock Incentive Plan were presentedneed to identify and approved by, the Company’s stockholders. Awards under the Stock Plans are described under“Elements of Compensation – Equity Incentive Awards.”prudently manage such risks.

Elements of Compensation

Overview

The SEO. To achieve the Company’s objectives for its NEO compensation program, consists ofthe program includes the following elements: (1) base salary; (2) a performance-based annual cash bonus under the annual Incentive Compensation Plan;a cash incentive compensation plan; (3) retirement benefits under the Employee Stock Ownership Plan and 401(k) Plan and welfare benefits under the group benefit programs; (4) supplemental retirement benefits for select SEOs under the Supplemental Executive Retirement Plan; (5) Company-paid automobile benefit for selected SEOs; (6) awards of stock options and restricted shares of Company common stock under the equity compensation plans; (4) welfare benefits under the group benefit programs; (5) retirement benefits under the ESOP and 401(k) Plan and supplemental retirement benefits for certain NEOs under the Supplemental Executive Retirement Plan (“SERP”); (6) Company-paid automobile benefit and perquisites for certain NEOs; (7) eligibility for payments and benefits in the event of certain employment terminations and/or in the event of a change in control of the Company; and (8) nonqualified deferred compensation under the Deferred Compensation Plan for Executives. The following describes the elements of compensation and provides information on thecertain decisions regarding 20092012 compensation.

Base Salary.After the Compensation Committee’s consideration of various factors, including prevailing market conditions, current and anticipated Company performance, the performance and responsibilities of individual executives, current pay levels and the FWC report, the Company:

Cash Incentive AwardsAwards.

The Company determined cash incentive awards for 20092012 in accordance with guidelines established by the Human Resources/Compensation Committee. The SEO andAnnual cash bonuses for the Section 16 Officers are determined under the annual Incentive Compensation Bonus isincentive plan and contingent on the performance of the Company, the Bank and the individual. The Incentive Compensation Plan comparesindividual, by comparing actual BankCompany performance against targets that are approved by the Human Resources/Compensation Committee at the beginning of each year.2012. The targets are weighted between individual objectives and the Company’s success in achieving its financial goals. Targeted bonus levels for SEOsNEOs in 20092012 ranged from 25% to 50% of base salary. Generally, the higher the level of responsibility of the officer or employee in the Company, the greater the percentage of base salary that may be awarded as a cash bonus under the Planplan for achievement of performance goals. Ordinarily, if cash incentive compensation is paid out under the Plan,plan, actual bonus payments may range from 50% of targeted bonus levels for threshold performance to 150% for superior performance. For 2009, the payout under the Incentive Compensation Plan was reduced to 45.8% of the payout that otherwise would have been made due to the restrictions on the payment or accrual of cash bonuses beginning June 15, 2009, through the end of the TARP period (December 30, 2009) in accordance with the regulations of the U.S Treasury.

For 2009, the Company performance metric was2012, incentive payments were based on earnings per share, efficiency ratio and total shareholder return, and internal audit scores, utilizing the following matrix:

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For purposes of the matrix, Earnings Per Share (EPS) and Efficiency Ratio are the amounts set forth in the Company’s financial statements, as adjusted for certain non-recurring items which are approved by the Board of Directors.statements. Total Shareholder Return Against Peers (TSR) is based on the Company’s stock and dividend performance measured against the group of fifteen similar financial institutions utilized by Watson WyattFWC in its study. See “Compensation Corporate Governance – “Compensation Consultant/Role of Management.Study.” Internal Audit Score Average is calculated using the average audit score as determined by the Company’s Internal Auditor during the calendar year. Internal audit scores range from Unsatisfactory (1) to Superior (4). The Company must attain net income of at least $1.5 million$2,170,000 and meet the threshold level in at least one category in order to pay any bonus based on the Company’s performance. For 2009,2012, the Company’s adjusted EPS was $1.23, efficiency ratio$1.12, Efficiency Ratio was 62.3%57.65%, and TSR was in the 4412.5^th Percentile and Audit Score Average was 3.12.Percentile. Based on the weighting of the various CategoriesMetrics set forth above, the Bank’s performance funded at 81.1%61.5% of Target. Actual payout was further adjusted by the SEO’s performance. Based on the above matrix and performance of the Company, the Bank and the individual objectives establishedpayouts were subject to adjustment for each ofNEO’s performance. Cash incentive awards paid to the SEOs, payoutsNEOs for 2012 are presented under the Plan totaled $116,400, $57,666, $42,716, $35,881 and $21,891 for Messrs. Garbarino, Nardelli, Fitzpatrick, Lebel and Kelly, respectively. As a result of the Company’s participation“Non-Equity Incentive Compensation Plan” column in the CPP, no cash bonuses were paid or accrued for the benefit of the SEOs from the period beginning on June 15, 2009 until December 30, 2009. Therefore, IncentiveSummary Compensation bonuses were paid out at 45.8% of the amount earned under the Plan. Had the Company not participated in the CPP, the payouts under the Plan would have been as follows: Mr. Garbarino - $254,148; Mr. Nardelli - $125,908; Mr. Fitzpatrick - $93,265; Mr. Kelly - $47,798 and Mr. Lebel - $78,344. The Company could not deduct for tax purposes any compensation paid or accrued to certain executive officers in excess of $500,000, during the period that the Company was a participant in the CPP.Table below.

Equity Incentive AwardsAwards.

The Board, at the recommendation of the Human Resources/Compensation Committee, approved the grantgrants of stock options and restricted stock awards to the SEOs, as permitted by ARRA, under the 2006 Stock Incentive Plan at a scheduled meeting in July 2009.Company’s stock incentive plans. The award levels and vesting scheduleschedules were determined based on various factors, including prevailing market conditions, performance and responsibilities of individual executives, andcurrent pay levels, the amount of awards previously granted.granted and the FWC report. Awards in 20092012 to the Senior ExecutiveNEOs are presented under the “Stock Award” column of the Summary Compensation Table and the Grants of Plan-Based Awards Table.

BenefitsBenefits.

All SEOsNEOs participate in the benefit plans generally available to the employees, including medical, life and disability insurance, the 401(k) Plan and the Employee Stock Ownership Plan.ESOP. The Company also maintains a Supplemental Executive Retirement PlanSERPs covering selected eligible SEOs. This plan isMessrs. Garbarino, Maher and Fitzpatrick. These SERPs are intended to promote continued service of covered executives by providing a supplement to the executive’s other qualified retirement plan benefits, which are limited by law. TheIn the case of Messrs. Garbarino and Fitzpatrick, the benefit is based on the average of the highest compensation during any four consecutive calendar years and length of service with the Company.Company, and in the case of Mr. Maher, an agreed upon schedule of contributions. In 2010, Mr. Garbarino agreed to make a portion of his SERP payment contingent upon the attainment of certain Company performance targets. These amounts are paid under the 2011 Cash Incentive Compensation Plan to maximize their tax deductibility. See “Executive Compensation–Nonqualified Deferred Compensation – Supplemental Executive Retirement Plan.”

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PerquisitesPerquisites.

The Company provided perquisites to selected SEOscertain NEOs in the form of Company-paid automobile benefits and golf club dues. In connection withThe NEOs are subject to the Company’s participation in the CPP, the Board adopted the Excessive and Luxury Expenditure Policy as required by ARRA, which was applicable to all Company employees. In addition, the Company retained its longstanding Travel and Entertainment Policy, during the TARP period. Following the Company’s redemption of the preferred shares issued to Treasury, the Board rescinded the Excessivewhich governs travel, dining and Luxury Expenditure Policy. The adoption and rescission of the Excessive and Luxury Expenditure Policy had no material effect on the Company or on the benefits provided to SEOs. The SEOs remain subject to the Travel and Entertainment Policy.entertainment expenses for all employees.

Deferred CompensationCompensation.

The Bank provides the SEOscertain NEOs with an opportunity to elect to defer current compensation under the Deferred Compensation Plan for Executives (“(the “Deferral Plan”Plan”). The Deferral Plan permits eligible executives selected by the Bank’s Board to elect to defer receipt of up to 100% of base salary and annual bonus pursuant to the terms of the Deferral Plan.

Employment AgreementsAgreements.

TheEach of the Bank and the Company have entered into separate employment agreements with Messrs. Garbarino, NardelliMaher and Fitzpatrick (individually, the “Executive”“Executive”). The employment agreements are intended to ensure that the Bank and the Company will be able to maintain a stable and competent management base. The continued success of the Bank and the Company depends to a significant degree on the skills and competence of Messrs. Garbarino, NardelliMaher and Fitzpatrick.

TheMessrs. Garbarino, Maher and Fitzpatrick have employment agreements provide forwith terms expiring July 31, 2014, December 31, 2014, and July 31, 2015, respectively. The Company’s former President and Chief Operating Officer, Vito R. Nardelli, had a three-year term for the Executives. The Banksimilar agreement prior to his resignation in August 2012. Each employment agreement provides that the BoardBoards of the Company and the Bank, annually, may extend the agreement for an additional year so that the remaining term shall be three years,period, unless written notice of non-renewal is given by the Board of the Bank after conducting a performance evaluation of the Executive. The term of the Company employment agreement is extended on a daily basis unless written notice of non-renewal is given by the Board of the Company. In addition to the base salary, the agreements provide for, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel.

The agreements provide for termination, at any time, by the Bank or the Company for cause as defined in the agreements. In the event the Bank or the Company chooses to terminate the Executive’s employment for reasons other than for cause, or in the event of the Executive’s resignation from the Bank and the Company upon: (1) failure to re-elect the Executive to his current offices; (2) a material change in the Executive’s functions, duties or

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responsibilities; (3) material change in the Executive’s principal place of employment; (4) material reduction in the Executive’s salary; or (5) a material breach of the agreement by the Bank or the Company, or the Executive, or in the event of Executive’s subsequent death, his beneficiary, beneficiaries or estate, as the case may be, would be entitled to receive an amount equal to the remaining base salary payments due to the Executive and the contributions that would have been made on the Executive’s behalf to any employee benefit plans of the Bank or the Company during the remaining term of the agreement. Theagreement, or in Mr. Maher’s case, if greater, one year’s base salary at the time of termination. Mr. Maher is also entitled to such amount if he resigns because the Company and the Bank have not by July 31, 2014 extended the term of his employment agreements beyond July 31, 2015. In the event of such a qualifying termination, the Bank and the Company would also continue to pay for the Executive’s life, health and disability coverage for the remaining term of the employment agreement.agreement, or in Mr. Maher’s case, for one year if the remaining term is less than one year.

Under the agreements, if voluntarya qualifying resignation or involuntary termination (other than for cause) follows a change in control (as defined in the employment agreements) of the Bank or the Company, (as defined in the employment agreement), the Executive or, in the event of the Executive’s death, his beneficiary, would be entitled to a severance payment equal to the greater of: (1) the payments due for the remaining term of the agreement; or (2) three times the average of the five preceding taxable years’ compensation.compensation (or lesser number of years if the Executive has been with the Company for less than five years). Such average compensation includes not only base salary, but also commissions, bonuses, contributions on behalf of the Executive to any pension or profit sharing plan, insurance payments, directors’ or committee fees and fringe benefits paid or to be paid to the Executive during the preceding five taxable years. However, any payments to the Executive under the Bank’s employment agreement would be subtracted from any amount due simultaneously under the Company’s employment agreement. The Bank and the Company would also continue the Executive’s life, health, and disability coverage for thirty-six36 months. However, if the amount of such termination benefits are deemed to be parachute payments as defined in section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such termination benefits will be reduced to an amount $1.00 less than the amount that triggers such excise tax, but only if such reduced amount is greater than the aggregate amount of the termination benefits unreduced less the amount of the excise tax and any applicable state and federal taxes. Although both the Company and the Bank agreements provide for a severance payment in the event of a termination by the Company or the Bank, or in the event of a termination following a change in control, the Executive would only be entitled to receive a severance payment under one agreement.

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Payments to the Executive under the Bank’s agreement will be guaranteed by the Company in the event that payments or benefits are not paid by the Bank. Payment under the Company’s agreement would be made by the Company. All reasonable costs and legal fees paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to the agreements shall be paid by the Bank or Company, respectively, if the Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement. The employment agreements also provide that the Bank and Company shall indemnify the Executive to the fullest extent allowable under federal and Delaware law, respectively.

Change in Control AgreementsAgreements.

For similar reasons as with the employment agreements, the Bank and the Company entered into change in control agreements (“CIC Agreements”Agreements”) with Messrs. KellyLebel, Iantosca and Lebel (the “Executive”Tsimbinos (individually, the “Executive”). TheEach CIC Agreement provides for a two-year term. Commencing onThe CIC Agreements provide that the date of the execution of the Company’s CIC Agreement, the term is extended for one day each day until such time as the Board of DirectorsBoards of the Company orand the Executive elects byBank may, annually, extend the CIC Agreements for an additional period unless written notice not to extendof non-renewal is given after conducting a performance evaluation of the term, at which time theExecutive. Each Executive’s CIC Agreement will endexpire on the second anniversary of the date of notice.July 31, 2014. The Company’s CIC Agreement providesAgreements provide that in the event voluntary or involuntary termination follows a change in control (as defined in the agreements) of the Bank or the Company, (as defined in the agreement), the Executive would be entitled to a severance payment equal to two (2) times the Executive’s average annual compensation for the five years preceding termination.termination (or lesser number of years if the Executive has been with the Company for less than five years). Annual compensation includes Base Salary, commissions, bonuses, contributions on behalf of the Executive to any pension and profit sharing plan, severance payments and fringe benefits paid or to be paid the Executive during such years. Additionally, in the event the Executive has been employed less than five years at the time of termination in connection with a change in control, the Executive’s annual compensation shall be annualized for any partial taxable year of employment or service as if the Executive was employed or served for the full taxable year. The Bank’s CIC Agreement is similar to that of the Company. The Bank CIC Agreement provides that the Board of the Bank may, annually, extend the CIC Agreement for an additional year so that the remaining term shall be two years, unless written notice of non-renewal is given by the Board of the Bank after conducting a performance evaluation of the Executive. However, any payments to the Executive under the Bank’s CIC Agreement would be subtracted from any amount due simultaneously under the Company’s CIC Agreement. The Company and the Bank would also continue and pay for the Executive’s life, health and disability coverage for thirty-six (36)36 full calendar months following termination. However, if the amount of such termination benefits are deemed to be parachute payments as defined in section 280G of the Code, such termination benefits will be reduced to an amount $1.00 less than the amount that triggers such excise tax, but only if such reduced amount is greater than the aggregate amount of the termination benefits unreduced less the amount of the excise tax and any applicable state and federal taxes.

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Payments to the Executive under the Bank’s CIC Agreement are guaranteed by the Company in the event that payments or benefits are not paid by the Bank.

Payments under the employment agreements and change in controlCIC agreements in the event of a change in control may constitute some portion of an excess parachute payment under section 280G of the Code for executive officers, resulting in the imposition of an excise tax on the recipient and denial of the deduction for such excess amounts to the Company and the Bank.

The Senior See“Executive Officers each granted a waiver acknowledging possible modifications to the Executive’s compensation and benefits, including those benefits under the employment agreements and the changeCompensation – Potential Payments Upon Termination or Change in control agreements. These waivers were granted in order to comply with the restrictions on compensation discussed above under“Impact of Company’s Participation in the Capital Purchase Program on Executive Compensation”Control.” during the period in which the Company participated in the CPP. These waivers effectively terminated on December 30, 2009, the date that the Company repurchased all of the preferred stock issued to the Department of the Treasury, except that the Senior Executive Officers remain subject to the clawback provision discussed above under“Impact of Company’s Participation in the Capital Purchase Program on Executive Compensation”.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information regarding the compensation paid or accrued by the Company during the fiscal year ended December 31, 20092012 to or for the account of the CEO, Chief Financial Officer, and the other three (3) most highly compensated executive officers of the Company:Company, as well as Mr. Nardelli who resigned effective August 31, 2012:

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For a description of the employment agreements entered into with Messrs. Garbarino, Nardelli and Fitzpatrick, see“Compensation Discussion and Analysis – Elements of Compensation – Employment Agreements.”

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Grants of Plan-Based Awards

The following table sets forth certain information regarding stock options, restricted stock awards and non-equity incentive plan awards to the NEOs and Mr. Nardelli during the Company’s fiscal year ended December 31, 2012.