The following table provides information as of ~~March~~April 11, ~~2014,~~2017 about the shares of the Company common stock that may be considered to be beneficially owned by each director, nominee for director and ~~the senior executive officers listed in the table under “~~~~Executive Compensation - Summary Compensation Table~~,”each NEO and by all such directors and ~~executive officers~~NEOs of the Company as a group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect to the shares shown.

Each director and executive officer maintains a mailing address at 975 Hooper Avenue, Toms River, New Jersey 08753. None of the above directors or executive officers have pledged any shares of the Company.

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Commission. Executive officers, directors and greater than 10% stockholders are required by Commission regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of the Company’s executive officers and directors, and greater than 10% beneficial owners, have complied with all applicable reporting requirements for transactions in the Company’s common stock during the fiscal year ended December 31, 2016, except for Jack M. Farris and Joseph R. Iantosca, both of whom experienced a late filing for a sale of stock on March 1, 2016.

The Company’s Board of Directors currently consists of ~~nine~~thirteen directors. All of the directors are independent under current Nasdaq listing standards, except for ~~John R. Garbarino, Chairman~~Christopher D. Maher, President and ~~Chief Executive Officer~~CEO of the Company and the Bank, and ~~Christopher D. Maher, President and Chief Operating Officer~~John R. Garbarino. Mr. Garbarino was CEO of the Company and the ~~Bank.~~Bank until January 1, 2015. The Board is divided into three classes with three-year staggered terms, with one-third of the directors elected each year. Each of the members of the Board also serves as a director of the Bank. The Board of Directors’ nominees for election this year, to serve for a three year term and until their respective successors have been elected and qualified, are Messrs. ~~Joseph J.~~Brady, Burke, ~~Angelo~~and Catania, and ~~John R. Garbarino. Each~~each of ~~Messrs. Burke, Catania and Garbarino~~whom is currently a director of the Company and the Bank. The experience and qualifications of each director are set forth under ~~“Nominees~~“Nominees for Election of Director.”

Mr. Garbarino has decided not to stand for re-election. His term will expire at the Annual Meeting and at that time the size of the Board will be reduced to twelve members.

It is intended that the proxies solicited by the Board of Directors will be voted for the election of the nominees named above. If any nominee is unable to serve, the persons named in the proxy card will vote your shares and approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.

The Board of ~~Directors~~directors recommends a vote ~~“FOR”~~“FOR” the election of Messrs. ~~Joseph J.~~Brady, Burke, ~~Angelo Catania,~~ and ~~John R. Garbarino.~~Catania.

Information With Respect to Nominees, Continuing Directors and Certain Executive Officers

Information regarding the Board of Directors’ nominees for election at the Annual Meeting, as well as information regarding the continuing directors, the NEOs, and the Company’s other senior executive officers, ~~listed in the table under “~~~~Executive Compensation – Summary Compensation Table,~~~~” including those~~is provided below. Unless otherwise stated, each individual has held his or her current position for the last five years. The age indicated for each individual is as of December 31, ~~2013.~~2016. The indicated period of service as a director includes service as a director of OceanFirst Bank.

The biography of each of the nominees and continuing directors below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the ~~Corporate Governance/Nominating~~Leadership Committee and the Board to determine that the person should serve as a director for the Company. The Board of Directors has determined that the Board as a whole must have the right diversity and complementary mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Company considers the following requirements for each of its members of the Board:

1)~~Personal characteristics: Integrity and accountability; informed judgment; financial literacy; mature confidence; and high performance standards.~~

2)~~Core competencies: Accounting and finance; business judgment; management; crisis response; industry knowledge; regional markets; leadership; and strategy/vision.~~

3)~~Director commitment: Time and effort; awareness and ongoing education; board attendance; other board commitments; stock ownership; changes in professional responsibilities; and length of service.~~

4)~~Team and company considerations: Balancing director contributions; diversity of skills; and Company financial condition.~~

The following directors have been nominated by the ~~Corporate Governance/Nominating~~Leadership Committee for election to the Board with terms to expire in ~~2017:~~2020:

Steven E. Brady was the President, Chief Executive Officer and a Director of Ocean City Home Bank (“OCHB”) since 1991 and the President and a Director of Ocean Shore since its formation in 1998. OCHB and Ocean Shore were acquired by the Company in December 2016, at which time Mr. Brady joined the Company’s Board and became Vice Chairman of the Southern Region.

Mr. Brady’s extensive experience in the local banking industry and involvement in southern New Jersey communities affords the Board valuable insight regarding the business and operation of the Company and the Bank. Mr. Brady has gained extensive leadership experience and knowledge of the banking industry over the course of his career, including through his involvement as a former member of the Philadelphia Federal Reserve Advisory Board. Mr. Brady provides the Board with knowledge and experience regarding the management and operations of community banks. He is 63 years of age.

Joseph J. Burke is a retired ~~CPA~~Certified Public Accountant (“CPA”) with over 30 years of experience specializing in the audits of banking institutions. He is a retired audit partner with KPMG LLP. ~~This~~KPMG LLP is not an affiliate of the Company.

Mr. Burke’s experience brings to the Board significant expertise in financial, accounting, and auditing matters. ~~KPMG LLP is not an affiliate of the Company.~~ Mr. Burke has been a member of the Board since 2005. He is 6669 years of age.

Angelo Catania iswas the ~~Chief Executive Officer~~CEO and Managing Member of HomeStar Services LLC, an air conditioning, heating, plumbing and electrical service company ~~where he has been employed since February 2005.~~until its sale and his retirement in 2015. Prior to ~~that time,~~joining HomeStar in February 2005, he was President and Chief Operating Officer of Petro, Inc., one of the largest home heating oil and services companies in the United States. As President and COO of Petro, Mr. Catania was responsible for the oversight of approximately 2,800 employees that serviced over 535,000 residential and commercial accounts. Mr. Catania has also served as the corporate controller of a publicly-owned home heating oil delivery and service company, where he was responsible for accounting systems, bank relations, benefits, information technology and acquisitions. Neither HomeStar Services LLC nor Petro, Inc. is an affiliate of the Company.

Mr. Catania’s experience as a senior officer ~~of a large corporation~~ brings to the Board significant management expertise and leadership skills, particularly as they relate to the use of technology to improve efficiency and customer service. ~~Neither HomeStar Services LLC nor Petro, Inc. is an affiliate of the Company. He~~Mr. Catania has been a member of the Board since 2006. He is 6467 years of age.

On March 29, 2017,John R. Garbarino ~~has served as Chairman and Chief Executive Officer of the Company since 1995, and was President from 1995 to 2010. He has served in various capacities for the Bank since 1971, and has been~~, a member of the ~~Bank’s senior management since 1979. In 1985 he was elected President and Chief Executive Officer~~Board of ~~the Bank, serving as President until 2010. In addition, he served as President~~Directors of the Company and the Bank, ~~on an interim basis from September 2012 to March 25, 2013, when Mr. Maher joined~~and former Chairman, President and Chief Executive Officer, notified the Company that, in order to devote more time to his personal business and family, he will not stand for reelection at the Company’s 2017 Annual Meeting of Stockholders. Mr. Garbarino served on the Company’s Board since its inception in 1996 and the ~~Bank. He has been a member of the Bank’s Board of Directors since 1984,~~Company is grateful for his leadership and ~~was appointed Chairman of the Board in 1989. Mr. Garbarino brings extensive experience in banking and executive management~~contributions 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 40 year career in banking provide insight to the Board on the factors that impact both the Company and its communities. Moreover, Mr. Garbarino’s leadership and intimate knowledge of the Company’s ~~business and operations provide the Board with Company-specific experience and expertise. He is 64 years of age.~~success.

~~John W. Chadwick~~Michael D. Devlin ~~retired~~has served as a Director since May 2016 when the ~~General Manager~~Company acquired Cape Bancorp, Inc. and Cape Bank, of ~~Point Bay Fuel,~~which Mr. Devlin was a ~~petroleum products distributor in late 2006. In his capacity~~Director since January 31, 2008 and President and Chief Executive Officer since January 27, 2009. Mr. Devlin currently serves 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 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.~~of Marquette National Corporation, a bank holding company based in Chicago, Illinois.

Mr. Devlin brings extensive banking and management expertise to the Board of Directors, particularly as to the southern markets and communities served by the Company. He is 7267 years of age.

Jack M. Farris is the Vice President and Deputy General Counsel, InfoSec & Cybersecurity for Verizon Communications, Inc., one of the world’s leading wireline, wireless and business communications companies, where he has been employed since 1991. Mr. Farris was appointed to this position in early 2017 and prior to that had served in a variety of legal and management functions, providing legal support for systems and technology procurement, global operations security, finance operations, regulatory compliance and transactional matters, as well as information technology and information security matters. In addition to his undergraduate and law degrees, Mr. Farris holds a Master of Science in computer engineering.

Mr. Farris’ experience as a senior manager of a large corporation and his expertise in information technology and information security brings to the Board extensive knowledge and capability relating to communications, information technology, and cybersecurity, as well as significant experience in litigation, transactional matters and regulatory compliance. Mr. Farris has served on the Board of Directors since 2015. He is 59 years of age.

Dorothy F. McCrosson, Esq. is currently the managing partner of McCrosson & Stanton, P.C., a general practice law firm located in Ocean City, New Jersey. She is currently the President of the Cape May County Bar Foundation and past president of the Cape May County Bar Association, and was the recipient of the 2010 Professional Lawyer of the Year Award for Cape May County. She also currently serves in the position of Solicitor for the City of Ocean City. Ms. McCrosson was a director of Ocean Shore and OCHB since 2011 until their acquisition by the Company in December 2016, at which time Ms. McCrosson joined the Board.

Ms. McCrosson provides the Board with legal expertise, knowledge of regulatory matters and governance, leadership skills and a deep involvement in the communities of southern New Jersey. She is 56 years of age.

Diane F. Rhine is a licensed real estate broker-sales representative with Childers Sotheby’s International Realty, where she has been since July 1, 2014. Before then, Ms. Rhine owned and operated her own real estate company ~~since~~beginning in 1979. From October 2000 through November 2009, Ms. Rhine was a partner in Citta Rhine LLC. ~~As of November 16, 2009, Ms. Rhine is~~After that until July 2014, she was the President and sole owner of Citta & Cobb Inc. DBA as Rhine & Associates Inc. Childers Sotheby’s International Realty is not an affiliate of the Company.

Ms. Rhine’s more than 3035 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 6467 years of age.

Mark G. Solow is an advisor to Crystal Ridge Partners, LLC, ~~and Alston Capital Partners, firms~~ which ~~make~~makes 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 6568 years of age.

Christopher D. Maher has served as Chairman of the Company and the Bank since January 1, 2017 and the President and CEO of the Company and the Bank since January 1, 2015. He joined the Company and the Bank on March 25, 2013 as President and Chief Operating Officer and was appointed to the Board of Directors on February 19, 2014. Prior to joining the Company, Mr. Maher served as President and ~~Chief Executive Officer~~CEO of Patriot National Bancorp and Patriot National Bank since 2010. ~~Before then, he was employed by The Dime Savings~~

Mr. Maher is active in the non-profit community, serving as the Chairman on the Board of Trustees of Helen Keller Services for the Blind, as a Trustee of Monmouth University, and as a Director of Hackensack Meridian Home Care Services, Inc. and Hackensack Meridian Nursing & Rehabilitation. He is also active within the banking industry, serving on the Federal Reserve Bank of ~~Williamsburgh~~Philadelphia’s Community Depository Institutions Advisory Counsel and ~~its holding company, Dime Community Bancshares, Inc., since 2005, where he was in charge~~as a member of ~~retail banking and was appointed as Executive Vice President and Chief Retail Officer in 2009.~~the Board of the New Jersey Bankers Association. He is 4750 years of age.

Donald E. McLaughlin is a retired ~~Certified Public Accountant (“CPA”).~~CPA. Prior to his retirement in 2005 from Donald E. McLaughlin, CPA, P.C., Mr. McLaughlin was employed as a CPA for 35 years. As a CPA, Mr. McLaughlin worked on audits of corporations, both public and privately owned. Mr. McLaughlin has prepared financial statements and tax returns, analyzed financial statements and results of operations and advised clients on methods to better improve performance. He has also been employed as a controller at a company with annual sales of $40 million.

Through his extensive experience as a CPA, Mr. McLaughlin provides significant expertise to the Board on public accounting and financial matters. Mr. McLaughlin has served on the Board of Directors since 1985. He is 6669 years of age.

John E. Walsh is a licensed professional engineer and has been employed with T&M Associates ~~as Regional Client Manager~~ since 2010, ~~and was appointed~~where he currently serves as Senior Vice ~~President in 2011.~~President. T&M Associates is a privately owned engineering, planning and environmental consulting company. Before then, he served in various management capacities with CMX Engineering, Inc., a privately owned engineering company, from 2001 to 2010. At CMX, Mr. Walsh was responsible for all operational aspects of the business, including operational profitability and oversight of 380 professional engineers and technical staff. Mr. Walsh’s experience with T&M and CMX provides the Board with management and leadership skills, as well as extensive knowledge of business and marketing plans, annual budgets, personnel/resource management, sales initiatives, financial reporting and client management. Prior to joining CMX Engineering, he was President of Bay Pointe Engineering Associates, Inc., from 1987 to 2001. None of T&M Associates, CMX Engineering or Bay Pointe Engineering Associates, Inc. is an affiliate of the Company.

Mr. Walsh’s experience with T&M and CMX provides the Board with management and leadership skills, as well as extensive knowledge of business and marketing plans, annual budgets, personnel/ resource management, sales initiatives, financial reporting and client management. Mr. Walsh has served on the Board of Directors since 2000. He is 6063 years of age.

Samuel R. Young is the owner, President and Chief Executive Officer of Tilton Fitness Management, which develops, owns and operates commercial and hospital-affiliated, medically integrated health and fitness centers, including eight centers in southern and central New Jersey. Mr. Young also recently retired as a Captain/ Unit Commanding Officer in the United States Navy Reserve. Mr. Young was selected as the Greater Atlantic City chamber of Commerce 2008 Businessman of the Year. Mr. Young recently chaired the Atlantic City Chamber of Commerce Board of Directors and currently serves as Chairman of the Board of Directors of the Boys and Girls Club of Atlantic City. Mr. Young was a director of Ocean Shore and OCHB since 2004 until their acquisition by the Company in December 2016, at which time Mr. Young joined the Board.

As the owner of a well-known health and fitness club in one of the Bank’s local market areas, Mr. Young has extensive business and management experience, including finance and accounting experience. Mr. Young’s involvement in a variety of local and civic organizations has further strengthened his ties to the local community. He is 57 years of age.

No director of the Company is also currently a director of a company having a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Michael J. Fitzpatrick has been Executive Vice President and ~~Chief Financial Officer~~CFO of the Company since 1995. He has also been Executive Vice President and ~~Chief Financial Officer~~CFO of the Bank since joining the Bank in 1992. He is 5861 years of age.

Joseph R. Iantosca has been Executive Vice President and Chief Administrative Officer of the Bank since May 2013. Before then, he was First Senior Vice President and Chief Administrative Officer of the Bank since May 2007 and Senior Vice President and Chief Administrative Officer since February 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 Implementations. He is 5356 years of age.

Joseph J. Lebel III~~has been~~ was appointed Executive Vice President and Chief Banking Officer of the Bank in January 2017, having served as Executive Vice President and Chief Lending Officer of the Bank since May 2013. Before then, he was First Senior Vice President and Chief Lending Officer since May 2007. When he first joined the Bank in April 2006, he was Senior Vice President of the Bank, in 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 5154 years of age.

~~Craig C. Spengeman~~ has been Executive Vice President and Director of Trust & Asset Management of the Bank since January 2014. Before joining OceanFirst, he was President of PGB Trust and Investments, a division of the Peapack-Gladsone Bank (“~~PGB~~”), and Executive Vice President and a Director of PGB and its holding company, since 2002. Mr. Spengeman was with PGB for over 29 years and has over 36 years of experience in the Trust and Investment industry. He is 58 years of age.

Steven J. Tsimbinos ~~has been First Senior~~was appointed Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank in June 2016, having previously served in those roles as First Senior Vice President since September 2010. Prior to joining OceanFirst, he was General Counsel of Copper River Management, L.P., the investment manager to a family of hedge funds, since May 2006, and prior to that a partner with Lowenstein Sandler PC, where he practiced corporate and securities law. He is 4447 years of age.

The 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.ANGELA K. HO

~~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.~~Age: 33

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

Angela K. Ho was appointed Principal Accounting Officer of the Company in ~~a difficult operating environment.~~

~~In deciding how~~March 2017 and had served as the Principal Accounting Officer of the Bank since September 2016. Prior to ~~vote on this proposal,~~that joining OceanFirst, Ms. Ho served as the ~~Board urges you to consider the following factors, some~~controller of ~~which are more fully discussed in the Compensation Discussion~~Northfield Bank since 2012 and ~~Analysis (which stockholders are encouraged to read):~~

•Back to Contents

~~the restructuring of the Bank’s Federal Home Loan Bank (“FHLB”) advances to improve net interest margin, which resulted in the Bank paying certain pre-payment penalties; and~~

~~strategic hires in the Bank’s Commercial Lending (which have resulted in increased commercial lending) and Trust and Asset Management Departments.~~

~~The Company increased its stockholders’ equity per common share to $12.33 at December 31, 2013.~~

~~The Company’s compensation practices have not and do not include the abusive and short-term practices that have been prevalent at some large financial institutions.~~

~~The Company’s compensation program does not encourage excessive and unnecessary risks that would threaten the value of the Company.~~

The Company’s compensation program is the result of a carefully reasoned, balanced approach, that considers the short-term and long-term interests of stockholders and safe and sound banking practices.

Please 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 the 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.

~~PROPOSAL 3. RATIFICATION OF APPOINTMENT~~

~~OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2013 was KPMG LLP. The Audit Committee reappointed KPMG LLP to continue as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2014, 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, 2013 and December 31, 2012 by KPMG LLP:~~

   2013    2012
Audit fees
   $ 454,918       $ 408,871
Audit related fees (1)
   62,000       58,000
Tax related fees (2)
   75,739       112,297
Other fees
   —      —




   $ 592,657       $ 579,168

~~(1)~~

Audit-related fees are excluded from “Audit Fees” because the services were not required for reporting on the Company’s consolidated financial statements. Such fees are principally related to audits of financial statements of employee benefit plans, and audit procedures relating to the U.S. Department of Housing and Urban Development (HUD) reporting requirements.

~~(2)~~

~~Consists of tax filing and tax related compliance and other advisory services.~~

~~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.

~~During the year ended December 31, 2013, 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 submitted and implemented an internal audit plan for 2013.

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 met 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.”

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, 2013 for filing with the Commission. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm.

~~The Audit Committee~~

~~Joseph J. Burke, CPA, Retired, Chairman~~

~~Donald E. McLaughlin, CPA, Retired~~

~~Angelo Catania~~

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section describes the objectives, design and rationale of the Company’s compensation program for its NEOs, and discusses each material element of the Company’s NEO compensation program, how compensation is determined, and recent developments in the Company’s compensation program.

~~Objectives~~

~~OceanFirst’s vision~~For 2016, the Company’s NEOs were:

Name	Title
Christopher D. Maher	President and CEO of the Company and the Bank⁽¹⁾
Michael J. Fitzpatrick	Executive Vice President and CFO of the Company and the Bank
Joseph J. Lebel III	Executive Vice President and Chief Lending Officer of the Bank⁽²⁾
Joseph R. Iantosca	Executive Vice President and Chief Administrative Officer of the Bank
Steven J. Tsimbinos	Executive Vice President⁽³⁾, General Counsel and Corporate Secretary of the Company and the Bank

(1)	Mr. Maher was appointed Chairman of the Board of the Company and the Bank effective January 1, 2017. Mr. Maher was appointed President and CEO effective January 1, 2015. Prior to then, he was President and COO.
(2)	Mr. Lebel was appointed Chief Banking Officer of the Bank effective January 1, 2017.
(3)	Mr. Tsimbinos was appointed Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank on June 15, 2016; he was previously First Senior Vice President, General Counsel and Corporate Secretary.

Executive Summary

2016 Business Highlights

The Company completed another successful year in 2016. The Company experienced record net income, and closed two significant acquisitions, Cape Bancorp, Inc. (“Cape”) and Ocean Shore Holding Co. (“Ocean Shore”), which allowed the Company to expand into and become a significant competitor in southern New Jersey.

•	Earnings Growth. Net income for the year ended December 31, 2016 was $23.0 million, or $0.98 per diluted share, as compared to net income of $20.3 million, or $1.21 per diluted share, for the prior year. Merger related expenses (net of tax benefit), reduced diluted earnings per share by $0.50 and $0.08, respectively, for the years ended December 31, 2016 and 2015.

•	Balance Sheet Growth.

	–	Total assets increased to $5.2 billion at December 31, 2016, from $2.6 billion at December 31, 2015, primarily as a result of the acquisitions of Cape and Ocean Shore.

	–	Loans receivable, net increased $1.833 billion at December 31, 2016, as compared to December 31, 2015, which included $1.931 billion of acquired loans.

	–	Deposits increased $2.271 billion at December 31, 2016, as compared to December 31, 2015, which included $2.140 billion of acquired deposits. In addition, the Bank’s core deposit ratio has grown to 84.5% at December 31, 2016, as compared to 84.2% at December 31, 2011 and only 33.0% at December 31, 1997.

	–	Stockholders’ equity increased to $572.0 million at December 31, 2016, as compared to $238.4 million at December 31, 2015. The acquisitions of Cape and Ocean Shore added $165.9 million and $152.3 million, respectively, to stockholders’ equity. The Company remains well-capitalized with a tangible common equity ratio of 8.30% at December 31, 2016.

•	Asset Quality. Non-performing loans decreased 25.8%, to $13.6 million, at December 31, 2016, from $18.3 million at December 31, 2015. Non-performing loans as a percent of total loans receivable decreased to 0.35% at December 31, 2016, from 0.91% at December 31, 2015, the lowest level in the past 10 years.

•	Dividend Growth. During 2016, the Company was able to increase its quarterly dividend from $0.13 per share to $0.15 per share.

•	Stock Performance. For 2016, the Company’s common stock price increased by 49.9% and its total stockholder return (assuming dividend reinvestment) was 54.3%. The following graph shows a comparison of total stockholder return on the Company’s common stock, based on the market price of the Company’s common stock with the cumulative total return of companies in the Nasdaq Composite Index and the SNL Thrift Index for the period December 31, 2011 through December 31, 2016. The graph may not be indicative of possible future performance of the Company’s common stock. Cumulative return assumes the reinvestment of dividends and is expressed in dollars based on an initial investment of $100.

OCEANFIRST FINANCIAL CORP. - 2017 Proxy Statement 23

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	Period Ending
Index	12/31/11	12/31/12	12/31/13	12/31/14	12/31/15	12/31/16
OceanFirst Financial Corp.	100.00	108.90	139.85	144.11	173.49	267.66
Nasdaq Composite	100.00	117.45	164.57	188.84	201.98	219.89
SNL Thrift	100.00	121.63	156.09	167.88	188.78	231.23

Executive Compensation Program Highlights

Our executive compensation program contains the following components and features that are designed to align the interests of our NEOs and stockholders.

•	Balanced Executive Compensation Program Elements. We use a mix of compensation elements to motivate our executives, incentivize company performance and reward accomplishments, while promoting safe and sound banking practices. Our Compensation Committee implements a robust risk assessment framework to monitor our executive compensation programs for excessive risk to the Company.

•	No “Single Trigger” Change in Control Benefits. We maintain “double-trigger” change in control clauses in our employment and change in control agreements, and the executives are only entitled to a severance payment if terminated without cause or an executive terminates employment for good reason subsequent to a change in control. In addition, future awards under the proposed amended 2011 Stock Incentive Plan will not automatically vest upon a change in control. In addition, the proposed amended 2011 Stock Incentive Plan eliminates the provision providing for the automatic issuance of new stock awards upon a change in control. See“Proposal 3 – Approval of Amendment No. 1 to the 2011 Stock Incentive Plan.”

•	No Excise Tax Gross Ups. We do not provide for gross-up payments for excise taxes our executives may incur in connection with a change in control.

•	Equity Compensation Best Practices: Our proposed amended 2011 Stock Incentive Plan contains certain restrictions that reflect sound corporate governance principles, including the following:

	–	Dividends on performance-based stock awards and dividend equivalents on performance-based stock unit awards are paid only to the extent the underlying awards vest;

	–	Shares that are used to pay the stock option exercise price or tax withholding on an option or SAR cannot be used for future grants under the amended 2011 Stock Incentive Plan;

	–	Except in connection with a change in control or other significant corporate transaction, the repricing of stock options or SARs without stockholder approval is prohibited; and

	–	At least 95% of the shares subject to awards require a vesting period of at least one year.

	See“Proposal 3 – Approval of Amendment No. 1 to the 2011 Stock Incentive Plan.”

•	Use of an Independent Compensation Consultant. In 2016, the Compensation Committee directly engaged an independent compensation consultant to review the competitiveness and effectiveness of our executive compensation program. The independent compensation consultant also provided advice regarding the proposed amended 2011 Stock Incentive Plan.

•	Executive Officer Stock Ownership Requirements. We require all of our executive officers to hold substantial amounts of our common stock. Our CEO is expected to own stock with a market value of at least five times his annual base salary. Each other NEO is expected to own stock with a market value of at least three times his annual base salary. Until these guidelines are met, an NEO is required to retain all of the net vested restricted

OCEANFIRST FINANCIAL CORP. - 2017 Proxy Statement 24

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	stock and net shares delivered after exercising stock options. See“Corporate Governance – Stock Ownership Guidelines.”

•	Incentive Clawback Policy. We have a compensation recovery or “clawback” policy that allows our Board to recoup performance-based compensation from our executives in certain circumstances.

•	Policy Limiting Hedging or Pledging our Stock. Unless approved in advance by our Board in limited circumstances, our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in hedging transactions involving our common or pledging our common stock. See “Corporate Governance – Hedging/Pledging Policy.”

Objectives of Compensation Program

The Company’s mission is to ~~produce~~build value for its stockholders ~~by providing~~as a growth oriented community-focused financial services organization. To accomplish its mission, it strives to provide outstanding service and responsiveness to the markets and customers it ~~serves. To achieve that goal,~~serves, and the Company’s ~~objectives for its~~ executive officer compensation program ~~are~~has stated objectives to:

•	provide a comprehensive compensation package that is competitive within the marketplace so that the Company may attract, reward and retain highly qualified, motivated, productive and responsible senior executives;

•	align NEO’s interests with those of stockholders by incentivizing and rewarding individual behaviors that improve the Company’s performance in a manner that is consistent with its business and strategic plans while encouraging prudent decision-making and safe and sound banking practices;

•	create balanced incentives that do not encourage NEOs to expose the Company to inappropriate risks by providing excessive compensation that could lead to material loss;

•	reward NEOs who assume the greatest responsibility and consistently produce positive strategic results within the parameters of sound business and risk management;

•	motivate each individual to perform to the best of his or her ability; and

•	recognize the Company’s cost structure and the economic environment.

The NEOs are one of the Company’s greatest assets, as their leadership and example to all employees drive the Company’s success and customer-centered excellence.

Compensation Program Design and Rationale

To attract qualified executives as NEOs and to incentivize, reward and retain NEOs who meet the Company’s performance expectations, the Company used the following major elements of in its 2016 total compensation for executives:

Compensation			Fixed/Performance	Short-Term/
Element	Description and Purpose	Link to Performance	Based	Long Term
Base Salary	Helps attract and retain executives through the periodic payments of market-competitive base pay.	Based on individual performance and responsibilities, prevailing market conditions, current and anticipated Company performance, and current pay levels.	Fixed	Short-term

Cash Incentives	Encourage achievement of financial performance metrics and individual goals that create near-term stockholder value and are consistent with the Company’s business and strategic plans, prudent decision-making, and risk management that reflects safe and sound business practices.	Quantitatively ties compensation directly to factors that are deemed important by the Company.	Performance-based	Short-term

Equity Compensation Plan	The Company grants stock options and restricted stock awards to attract, retain and motivate employees by providing for or increasing their economic interests in the long-term success of the Company. Equity grants under the Company’s stock incentive plans complement total compensation packages and enable the Company to align employee interests with those of the stockholders of the Company.	Value realization depends on stock performance over time.	Fixed and/or performance based.	Long-term – generally vesting over five years

OCEANFIRST FINANCIAL CORP. - 2017 Proxy Statement 25

~~target~~

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Compensation			Fixed/Performance	Short-Term/
Element	Description and Purpose	Link to Performance	Based	Long Term
Supplemental Executive Retirement Plan (“SERP”)	Provided to certain NEOs to assure income security into retirement while incentivizing retention.	—	Fixed	Long-term
Other Compensation	Select, non-core benefits comparable to those offered by competitors, such as health and welfare benefits on the same basis as other employees and certain perquisites.	—	Fixed	Short and long-term

The following chart illustrates the mix of the Company’s compensation for 2016 for its CEO, as specified on theSummary Compensation Table.

Mix of Compensation Elements; Risk Mitigation

The Committee believes that it maintains the appropriate balance of compensation elements to motivate executives and reward ~~individual behaviors~~accomplishments. Performance-based incentive 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 ~~promote~~might not align with the ~~Company’s performance~~long-term best interests of the Company and its stockholders and safe and sound banking practices.

The Company is mindful of sound regulatory 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 NEOs is ~~consistent~~designed to mitigate risk by (1) providing non-performance-based salaries, retirement and benefits that are competitive in the market and permit executives to pay living expenses and provide stability without reliance on incentives; (2) incorporating cash incentives to reward annual performance in accordance with ~~its~~the Company’s predefined annual and strategic ~~plan~~goals and ~~encourages prudent decision-making, effective~~objectives; (3) including long-term incentives in the form of restricted stock awards and/or stock options to focus on building long-term stockholder value; and (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 compensation, the Committee considers, and uses when appropriate, metrics and performance goals that incorporate risk management, “claw-backs” to recover prior payments, and ~~safe~~performance periods longer than one year. The use 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 ~~sound practices;~~

The Compensation Committee reviews compensation for the CEO, the other NEOs and the other officers subject to the reporting requirements of Section 16 under the Exchange Act (including the NEOs, the “Section 16 Officers”), ~~as well as~~and establishes certain guidelines and limits for compensation and benefits programs for other employees of the Company and the Bank. The Compensation Committee annually reviews and evaluates recommendations made by ~~management~~CEO regarding compensation, including base salary, bonuses and equity grants for the Section 16 ~~Officers.~~Officers, other than the CEO. The Compensation Committee then determines the compensation for the CEO and Section 16 Officers and reports its determination to the Board. In establishing compensation levels, the Compensation Committee considers the Company’s overall strategic objectives, ~~and~~annual performance ~~reports~~goals, the report of the compensation ~~consultants,~~consultant regarding peer group comparisons, market data for other institutions, individual executive performance, the relative level of compensation among executive officers and regulatory requirements. The Compensation Committee also has the Chief Risk Officer perform a risk assessment to review any ~~potential~~actual and ~~actual~~potential risks created by the Company’s compensation program, ~~and~~as well as analyze the Company’s controls ~~in place~~ and risk mitigation mechanisms.

Executive management and outside advisors from time-to-time may be invited to Compensation 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.

The Compensation Committee first retained Mosteller & Associates (“MA”) in 2012 and again retained MA as its independent compensation ~~consultant.~~consultant for 2016. The Compensation Committee considers competitive market data, advice and recommendations received from MA in making compensation decisions. MA isand its representatives are independent of the Bank’s management, ~~reports~~report directly to the Compensation Committee, and ~~has~~have no economic relationship with the Company other than ~~its~~MA’s role as advisor to the Compensation Committee.

~~MA conducted a study for~~ On July 12, 2016, the Compensation Committee ~~for use in making compensation decisions for 2013.~~reviewed information provided by MA ~~reviewed~~regarding its independence. Based on this information and additional review, the ~~prior peer group for appropriateness and recommended changes for 2013.~~ Compensation Committee concluded that the work performed by MA does not raise any conflicts of interest.

The Compensation Committee has historically relied on a peer group to assess relative performance for its annual incentive plans and uses this information as a factor when making compensation decisions. ~~The study proposed replacing two institutions from the~~MA conducted a peer group ~~due~~study for the Compensation Committee for use in making compensation decisions for 2016. MA reviewed the prior peer group for appropriateness and recommended changes for 2016. The peer group that is reflected in the report reflects moderate adjustments to the 2015 peer group to reflect the growth in asset size of the Bank following the acquisition ~~or a more appropriate peer institution having been identified. The~~of Cape Bank. Based upon the study provided by MA, the Compensation Committee approved ~~those changes~~the recommendation at its ~~March 7, 2013 meeting. The 14~~January 20, 2016 meeting and established a 15 bank peer group ~~established~~ for the ~~2013 study consisted~~2016 compensation review, consisting of the following:

MA conducted a review of the Bank’s current level of ~~director and~~ executive compensation relative to its peers and provided the Compensation Committee with its report at its July ~~8, 2013~~12, 2016 meeting. The executive compensation results found a strong alignment between performance and executive compensation at OceanFirst. The financial performance indicators in the review were as follows: (1) asset size, where the Bank was $2.269 billion as compared to a peer group average of $2.839 billion, ranking the Bank ninth in the peer group; (2) return on assets, where the Bank ranked seventh in the peer group for 2012 performance and fifth in the peer group for three year average ROA, and (3) return on equity, where the Bank ranked fifth compared to the peer group average for 2012 and third

In reviewing the report, the Compensation Committee considered that the Company’s performance indicators were depressed by merger-related expenses. Had those merger-related expenses been excluded, the Company’s performance for both ROA and ROE would have both reflected performance in the middle of the peer group. For 2016, the Compensation Committee benchmarked compensation at the 50^thpercentile of the peer group. Overall, the base salaries were in89% of the 25^th ~~to 50~~^th ~~percentile when compared to the~~15 bank peer group average while the target bonuses trended ~~in the range~~at 67% of the 25^th ~~percentile. On average, target total~~peer group average. Total compensation, ~~was positioned at the lower end~~including equity awards, averaged 74% of the ~~mid-market level and lower than~~peer group average with individual ranges from 64% to 94% of the ~~comparative~~ peer ~~median.~~group average. The ~~2013~~2016 study was taken into account by the Compensation Committee to set and establish executive compensation. Of the respective peer group average for CEO compensation, Mr. Maher’s base salary was 89.6% of the peer group average, and target bonus was 80.3% of the peer group average, and total compensation (including equity awards) was 74.6%.

The following describes the elements of compensation and review director compensation for the remainder of 2013. The Board maintained all retainers at their existing levels but increased the fee for Bank Board meetings from $1,000 to $1,500 per meeting attended.~~See “Director Compensation – Cash and Stock Retainers and Meeting Fees for Non-Employee Directors.”~~provides information on certain decisions regarding 2016 compensation.

~~Consideration of Last Year’s Advisory Stockholder Votes on Executive Compensation~~

At the 2013 Annual Meeting of Stockholders, approximately 97% 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 2013 Proxy Statement. The Board and the Compensation Committee appreciate 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.Base Salary

In making compensation decisions for the remainder of 2013 and to date in 2014, the Board and the Committee have considered, among other factors, this strong stockholder support and the Board’s overall satisfaction with the current 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 will serve as an additional tool to guide the Board and the Committee in their assessment of the Company’s executive compensation program.

~~Cash Compensation.~~ ~~Current cash compensation consists of base salary, performance-based cash bonuses under a cash incentive plan and from time-to-time discretionary cash bonuses.~~

~~Base Salary.~~The base salary levels for the ~~Section 16 Officers~~NEOs are intended to be competitive with ~~the practices~~those of comparable positions at peer financial institutions at levels appropriate ~~levels~~ to attract, retain, motivate and reward individuals to discharge ~~the~~their responsibilities, ~~of their positions,~~ while being mindful of managing costs, particularly “fixed” costs. ~~Messrs. Garbarino, Maher and Fitzpatrick have employment agreements with~~After the Compensation Committee’s consideration of various factors, including the growth of the Company, the MA report, prevailing market conditions, current and anticipated Company performance, the ~~Bank~~performance and ~~receive~~responsibilities of individual executives, and current pay levels, as applicable, the Company increased NEO base salaries ~~under those agreements, subject to annual review.~~in July of 2016 as follows:

~~Performance-Based Bonuses.~~OCEANFIRST FINANCIAL CORP. - 2017 Proxy Statement 28

A significant portion of each ~~Section 16 Officer’s~~NEO’s annual cash compensation is contingent on the performance of the Company, the Bank and the individual under a cash incentive compensation plan. Under the incentive compensation plan, performance-based bonuses are paid, generally annually, based on the Company’s level of achievement of pre-established financial performance objectives, as well as individual performance. This mechanism allows the Company to target and reward individual behaviors that promote the Company’s performance in a way that is consistent with its strategic plan and encourages prudent decision-making, effective risk management and safe and sound practices.

~~Discretionary Bonus Payments.~~ ~~In addition to the performance-based bonuses, the Company may from time to time make discretionary cash bonus payments to rectify inequities or recognize outstanding performance.~~

~~Equity Compensation Plan.~~ The Company grants 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 Company’s stock incentive plans complement total compensation packages as well as enable the Company to align director and executive management interests with those of the stockholders of the Company.

~~Mix of Compensation Elements; Risk Mitigation~~. The Committee believes that it maintains the appropriate balance of compensation elements 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 and safe and sound banking practices, 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 and/or stock options to maintain focus on long-term shareholder value; and (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 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 use 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 business and the need to identify and prudently manage such risks.

~~Overview~~. To achieve the Company’s objectives for its NEO compensation program, the program includes the following elements: (1) base salary; (2) a performance-based annual cash bonus under a cash incentive compensation plan; (3) 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 certain decisions regarding 2013 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 MA report, the Company:

~~Cash Incentive Awards.~~Annual non-discretionary cash bonuses for the ~~Section 16 Officers~~NEOs are ~~determined under the annual incentive plan and~~ contingent on the performance of the Company, the Bank and the individual, by comparing actual Company performance against targets that are approved by the Compensation Committee at the

beginning of ~~2013. The targets are weighted between individual objectives and the Company’s success in achieving its financial goals. Targeted~~2016. For 2016, Mr. Maher’s bonus levels for NEOs in 2013 ranged from 25% to 50% of base salary. Generally, the higher the level of responsibility of the officer in the Company, the greater the percentage of base salary that may be awardedtarget was set as a ~~cash bonus under the plan for achievement~~component of ~~performance goals.~~his employment contract. Ordinarily, if cash incentive compensation is paid out under the plan, actual bonus payments may range from 50% of targeted bonus levels for ~~threshold~~Threshold performance to 150% for ~~superior~~Superior performance.

For ~~2013,~~2016, incentive payments were based on net income and efficiency ratio utilizing the following matrix:

For purposes of the matrix, the Core Net Income and Core Efficiency Ratio values were derived from the Company’s ~~2013~~2016 Business Plan as proposed by senior management and approved by the Board in ~~late 2012. For 2013, two strategic initiatives~~December 2015. The values in the Business Plan were ~~developed by management, approved by~~subsequently increased with Board approval following the ~~Board and executed by management to improve the future earnings stream~~May 2016 closing of the ~~Bank.~~Cape Bank acquisition. The ~~two initiatives~~results for 2016 were ~~(1) prepayment of costly longer-term FHLB advances incurring a prepayment fee,~~Core Net Income at $34,952,000 (above Target) and ~~(2) consolidation of two branches into newer, in-market facilities,~~the Core Efficiency Ratio at 61.26% (slightly below Target), resulting in ~~a non-recurring charge. As the result~~overall funding of ~~implementing these two strategic initiatives in the second half~~103.1% of ~~2013, the full year performance~~Target. Funding is then adjusted for ~~both performance~~individual performance. “Core” measures ~~were adversely impacted by non-recurring~~exclude merger related expenses. The ~~net result was Net Income~~incentives are determined based upon the Company’s success in achieving its financial goals, as adjusted for ~~2013 at $16.3 million and~~individual performance. The following table provides a summary of the ~~Efficiency Ratio~~incentive payments to the Company’s NEOs for ~~2013 at 68.3%, both of which~~2016:

The Company did not ~~meet the Threshold level. As a result, the Section 16 Officers were not paid cash incentives under the guidelines established at the beginning of 2013 for cash incentive awards.~~

~~Discretionary Bonus Payments.~~ In order to recognize management’s efforts in leading the Company to a profitable year despite the impact of the above initiatives, and to avoid an unfair result on the performance assessment and relatedmake any discretionary bonus opportunity for the Section 16 Officers, the Compensation Committee approved discretionary bonuses for the Section 16 Officers. The Compensation Committee assessed the full year’s performance on a strategic basis, taking into account the Bank’s performance and the success of senior management, and the Section 16 Officers in particular, in developing and executing forward-looking initiatives without regard for the negative impact of those actions on their 2013 cash incentive opportunities, as well as the performance of each Section 16 Officer. Amounts paidpayments to the NEOs ~~on this basis~~ for ~~2013 are presented under~~2016 and limits the “~~Bonus~~~~” column in the Summary Compensation Table below.~~use of discretionary bonus payments to extraordinary circumstances to rectify inequities or recognize outstanding performance.

The ~~Board, at the recommendation of the~~ Compensation Committee approved the grants of stock options and restricted stock awards under the Company’s stock incentive plans. The grants vest over five years. The award levels and vesting schedules were determined based on various factors, including prevailing market conditions, performance and responsibilities of individual executives, current pay levels, the amount of awards previously granted and the MA ~~report.~~report for 2016. Awards in ~~2013~~2016 to the NEOs are presented in “Executive Compensation” under the “Stock ~~Award~~Options” ~~column~~and “Stock Awards” columns of theSummary Compensation Table and theGrants of Plan-Based Awards ~~Table.~~Table, and can be illustrated as follows:

To incent Company performance and align their interests with stockholders, approximately 75% (determined by dollar value) of the awards to Messrs. Maher, Fitzpatrick, Iantosca, and Lebel were granted in options and 25% in time vested restricted stock. Due to his role in risk management, approximately 70% (determined by dollar value) of the award to Mr. Tsimbinos was granted in time vested restricted stock and 30% in stock options. The Compensation Committee believes that the grants made in 2016 appropriately balance the goal of creating an incentive to increase stockholder value with the goal of risk mitigation and promoting sound banking practices. See “~~Benefits.~~Compensation Program Design and Rationale – Mix of Compensation Elements; Risk Mitigation.”

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~~Option Awards~~

~~Stock Awards~~

~~Name~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options (#)~~
~~Exercisable~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options (#)~~
~~Unexercisable~~⁽¹⁾

~~Option~~
~~Exercise~~
~~Price~~
~~($)~~

~~Option~~
~~Expiration~~
~~Date~~

~~Number of~~
~~Shares or~~
~~Units of~~
~~Stock That~~
~~Have Not~~
~~Vested~~⁽²⁾

~~Market~~
~~Value of~~
~~Shares or~~
~~Units of~~
~~Stock That~~
~~Have Not~~
~~Vested ($)~~⁽³⁾

~~Joseph J. Lebel III~~

~~10,000~~

~~4,500~~

~~7,088~~

~~5,955~~

~~4,050~~

~~2,025~~

—

~~3,970~~

~~6,075~~

~~8,100~~

~~11,250~~

—

~~22.740~~
~~20.250~~

~~16.810~~

~~10.000~~

~~13.870~~

~~13.830~~

~~14.620~~

~~14.550~~

—

~~4/28/16~~
~~3/02/17~~

~~2/20/18~~

~~2/17/20~~

~~2/18/21~~

~~2/15/22~~

~~2/15/23~~

~~6/17/23~~

—

~~242~~

~~460~~

~~526~~

~~1,525~~

—

~~4,145~~

~~7,880~~

~~9,010~~

~~26,123~~

~~Joseph Iantosca~~

~~1,250~~

~~10,000~~

~~554~~

~~615~~

~~10,000~~

~~6,750~~

~~7,088~~

~~5,672~~

~~5,955~~

~~4,050~~

~~2,025~~

—

~~1,416~~

~~3,970~~

~~6,075~~

~~8,100~~

~~11,250~~

—

~~25.165~~

~~22.525~~

~~23.070~~

~~20.795~~

~~23.475~~

~~20.250~~

~~16.810~~

~~12.280~~

~~10.110~~

~~13.870~~

~~13.830~~

~~14.62~~

~~14.55~~

—

~~2/16/14~~

~~5/28/14~~

~~1/19/15~~

~~4/20/15~~

~~2/15/16~~

~~3/2/17~~

~~2/20/18~~

~~2/18/19~~

~~2/11/20~~

~~2/18/21~~

~~2/15/22~~

~~2/15/23~~

~~6/17/23~~

—

~~242~~

~~460~~

~~526~~

~~1,525~~

—

~~1,216~~

~~4,145~~

~~7,880~~

~~9,010~~

~~26,123~~

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	(1)
~~TIME AND DATE~~		~~10:00 a.m. on Thursday, May 8, 2014.~~

~~PLACE~~		~~The Crystal Point Yacht Club, 3900 River Road, at the intersection of State Highway 70, Point Pleasant, New Jersey 08742.~~

~~ITEMS OF BUSINESS~~		~~(1)~~ The election of three directors of the Company;

(2)		~~(2)~~ An advisory vote on executive compensation as disclosed in these materials;
	(3)	Approval of Amendment No. 1 to the OceanFirst Financial Corp. 2011 Stock Incentive Plan;
	(4)	~~(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, ~~2014; and~~ 2017;
	(5)	An advisory selection on the frequency of the advisory vote on executive compensation; and
	(6)	~~(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~~Annual Meeting.		~~In order to vote, you must have been a stockholder at the close of business on March 11, 2014.~~

~~PROXY VOTING~~

EXECUTIVE COMPENSATION		31

Summary Compensation Table		31
Grants of Plan-Based Awards		33
Outstanding Equity Awards at Fiscal Year-End		34
Option Exercises and Stock Vested		36
Nonqualified Deferred Compensation		36
Potential Payments Upon Termination or Change in Control		37

DIRECTOR COMPENSATION		42

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		43

PROPOSAL 2	ADVISORY VOTE ON EXECUTIVE COMPENSATION	44
		~~Steven J. Tsimbinos~~
PROPOSAL 3	APPROVAL OF AMENDMENT NO. 1 TO THE OCEANFIRST FINANCIAL CORP. 2011 STOCK INCENTIVE PLAN	45
		~~Corporate Secretary~~
Background		45
Increase in Shares		45
Section 162(m)		45
Other Amended Provisions		46
Material Terms of the Amended Stock Plan		46
U.S. Federal Income Tax Consequences		50
New Plan Benefits		51

PROPOSAL 4	RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52

Audit Fees		52
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm		52
Report of the Audit Committee		53

PROPOSAL 5	ADVISORY SELECTION OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION	54

TRANSACTIONS WITH MANAGEMENT		55

Loans and Extensions of Credit		55
Other Transactions		55

ADDITIONAL INFORMATION		56

Stockholder Proposals		56
Stockholder Nominations		56
Stockholder Communications		56

MISCELLANEOUS		57

APPENDIX A	AMENDMENT NO. 1 TO THE OCEANFIRST FINANCIAL CORP. 2011 STOCK INCENTIVE PLAN	A-1


Name and Address Of Beneficial Owner	Number of Shares Owned			Percent of Common Stock Outstanding
OceanFirst Bank, Employee Stock Ownership Plan (“ESOP”) and Matching Contribution ESOP 975 Hooper Avenue Toms River, New Jersey 08754-2009		1,790,502	(1)		10.29	%

OceanFirst Foundation 1415 Hooper Avenue – Suite 304 Toms River, New Jersey 08753		1,198,593	(2)		6.89	%

Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02210		1,626,997	(3)		9.35	%

BlackRock Inc. 40 East 52^nd Street New York, New York 10022		1,114,184	(4)		6.40	%

Basswood Capital Management, L.L.C. 645 Madison Avenue – 10^th Floor New York, New York 10022		943,014	(5)		5.42	%

PROXY STATEMENT		6

VOTING AND PROXY PROCEDURE		6

Who Can Vote at the ~~meeting~~Annual Meeting		6
Attending the Annual Meeting		6
Quorum and Vote Required		6
Voting by ~~following the instructions~~Proxy; Revocation of Proxy; Board Recommendations		7
Participants in OceanFirst Financial Corp.’s and OceanFirst Bank’s Benefit Plans		7

CORPORATE GOVERNANCE		8

General		8
Corporate Governance Highlights		8
Corporate Governance Policies and Procedures		8
Board Role in the ~~proxy statement.~~Oversight of Risk / Risk Committee		10
Code of Ethics and Standards of Personal Conduct		10
Meetings of the Board of Directors		11
Committees of the Board of Directors		11

LEADERSHIP COMMITTEE PROCEDURES AS TO DIRECTOR NOMINATIONS		13

General		13
Procedures to be Followed by Stockholders		13
Criteria for Director Nominees		13
Process for Identifying and Evaluating Nominees		14

STOCK OWNERSHIP		15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		17

PROPOSAL 1	ELECTION OF DIRECTORS	18

Information With Respect to Nominees, Continuing Directors and Certain Executive Officers		18
Nominees for Election of Director		18
Nominees for Director		19
Directors Whose Terms are Expiring		19
Directors Continuing in Office		20
Senior Executive Officers Who Are Not Also Directors		22

COMPENSATION DISCUSSION AND ANALYSIS		23

Overview		23
Executive Summary		23
Objectives of Compensation Program		25
Compensation Program Design and Rationale		25
How Compensation is Determined		27
Role of Compensation Consultant		27
Compensation Study		28
Elements of Compensation		28

•	“FOR” each of the nominees for director;

•	“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in these materials;

•	“FOR” the Stock Incentive Plan Amendment;

•	“FOR” ratification of KPMG LLP as the Company’s independent registered public accounting firm; and

•	“FOR” a frequency of future advisory votes on executive compensation of every year.

•	Reuniting the Chairman and CEO positions. At the 2016 Annual Meeting of Stockholders John R. Garbarino announced that he would be stepping down as Chairman of the Board and that Christopher D. Maher would succeed him. The Company believes that having a combined Chairman and CEO provides more effective decision-making and a clear alignment on corporate strategy. To enhance oversight the Board maintains a Lead Independent Director. See “–Board Leadership Structure.”

•	Board Refreshment. The Board of Directors has added four new directors: Michael D. Devlin, who joined the Board as a result of the Company’s acquisition of Cape Bancorp, Inc., and Steven E. Brady, Samuel R. Young and Dorothy F. McCrosson, who joined the Board as a result of the Company’s acquisition of Ocean Shore Holding Co (“Ocean Shore”). The Company believes that these new directors will provide additional insights and ideas, assist the Company with its expansion into new markets, and provide additional oversight and governance, both to the Board as a whole and the committees on which they will serve. In addition, several of the Company’s directors are approaching the Company’s mandatory retirement age. The appointment of additional directors will provide stability and succession opportunities at the Board and Committee levels.

•	Enhanced Committee Oversight.

	–	The Company has reduced the responsibilities of the Risk Committee and created a separate Finance Committee. The Company believes that this additional committee will allow the Risk Committee to better focus on risk areas of the Bank and provide additional oversight over business planning and the review of the Company’s financial performance.

	–	The Company has also tasked its committees, as opposed to the full Board, with reviewing the policies of the Company and its subsidiaries. The Company believes that these actions will provide greater oversight and supervision of the Company’s business activities by allowing the Board to focus on strategic issues and utilizing the expertise at the Committee level to focus on policy.

•	Compensation Practices. As further described in the Compensation Discussion and Analysis, the Company has amended its employment agreements with Messrs. Maher, Fitzpatrick, Lebel and Iantosca and is proposing the Stock Incentive Plan Amendment to improve its compensation practices.

•	Development of a Cyberrisk Dashboard. The Company has developed a cyberrisk dashboard to allow the Risk Committee to better monitor the Company’s cyber and information security risks.

•	Development of Independent Director Executive Session Guidelines. The Company has developed guidelines for our independent director executive sessions, which are held at the conclusion of each Board meeting.

•	Self-Assessment. The Leadership Committee performed its annual self-assessment to assess the performance of the Board, the Company’s committees and each director.

•	Vice Chairman and Advisory Board for Southern Region. The Company has appointed Steven E. Brady as Vice Chairman of the Southern Region and created an advisory Board of former directors of Ocean Shore to assist in its expansion into Southern New Jersey.


(6)	the Board of Directors’ interaction with management; and


(7)	the evaluation of the performance of the Board of Directors, its committees and of the Chief Executive ~~Officer.~~Officer (“CEO”).


•	executive sessions of the independent directors at every regularly scheduled Board meeting, during which the independent directors may discuss the performance of the CEO/ Chairman, management succession planning, and other appropriate matters;

•	the independence of eleven of thirteen of the Board members;

•	stock ownership guidelines for directors and those executive officers named in the Summary Compensation Table below (the “NEOs”);

•	annual performance evaluation of the CEO by the Human Resources/Compensation Committee (the “Compensation Committee”); and

•	the Company’s Board Audit, Compensation, and Leadership Committees are comprised entirely of independent members.

Director	Audit Committee	Leadership Committee	Human Resources/ Compensation Committee	Risk Committee
Steven E. Brady
Joseph J. Burke
Angelo Catania
Michael D. Devlin
Jack M. Farris
Dorothy F. McCrosson
Donald E. McLaughlin
Diane F. Rhine
Mark G. Solow
John E. Walsh
Samuel R. Young
Chairperson
Member

(1)	The name of the person recommended as a director candidate;

(2)	All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act, as amended;

(3)	The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

(4)	As to the stockholder making the recommendation, the name and address, as they appear on the Company’s books, of such stockholder; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

(5)	A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person.


Name	Number of Shares Owned (excluding options)(1)		Number of Shares That May Be Acquired Within 60 Days by Exercising Options		Total Number of Shares Beneficially Owned		Percent of Common Stock Outstanding (2)
Directors
Joseph J. Burke (3)		13,568		16,824		30,392		0.17	%
Angelo Catania (3)		15,303		16,824		32,127		0.18	%
John W. Chadwick (3)(4)		13,261		21,824		34,385		0.20	%
John R. Garbarino (5)(6)(7)		564,664		462,218		1,026,882		5.75	%
Christopher D. Maher (8)		8,240		—		8,240		0.05	%
Donald E. McLaughlin (3)(9)		39,566		21,824		61,390		0.35	%
Diane F. Rhine (3)		42,462		21,824		64,286		0.37	%
Mark G. Solow (10)		12,394		2,100		14,494		0.08	%
John E. Walsh (3)		20,470		21,824		42,294		0.24	%
Named Executive Officers who are not also Directors
Michael J. Fitzpatrick (5)(11)		179,876		162,613		342,489		1.95	%
Joseph J. Lebel, III (5)(12)		21,509		41,903		63,412		0.36	%
Joseph R. Iantosca (5)(12)		26,278		62,410		88,688		0.51	%
All directors and named executive officers as a group (12 persons)		957,591		852,188		1,809,779		9.91	%

Name	Number of Shares Owned (excluding options)⁽¹⁾		Number of Shares That May Be Acquired Within 60 Days by Exercising Options		Total Number of Shares Beneficially Owned		Percent of Common Stock Outstanding⁽²⁾
Directors
Steven E. Brady⁽³⁾⁽⁴⁾		108,439		74,261		182,700		*
Joseph J. Burke⁽⁵⁾		20,208		17,836		38,044		*
Angelo Catania⁽⁵⁾		22,349		17,836		40,185		*
Michael Devlin⁽³⁾⁽⁶⁾		202,064		86,709		288,773		*
Jack M. Farris⁽⁷⁾		4,475		—		4,475		*
John R. Garbarino⁽⁷⁾⁽⁸⁾		386,437		397,093		783,530		2.3	%
Christopher D. Maher^(9)(10)		54,527		46,778		101,305		*
Dorothy McCrosson⁽³⁾		8,715		8,579		17,294		*
Donald E. McLaughlin^(5)(11)		43,751		17,836		61,587		*
Diane F. Rhine⁽⁵⁾		39,154		17,836		56,990		*
Mark G. Solow⁽⁵⁾		18,899		6,300		25,199		*
John E. Walsh⁽⁵⁾		27,607		17,836		45,443		*
Samuel Young^(3)(12)		18,086		16,434		34,520		*
Named Executive Officers who are not also Directors
Michael J. Fitzpatrick^(10)(13)		197,040		156,033		353,073		1.1	%
Joseph J. Lebel, III^(10)(14)(15)		36,966		80,050		117,016		*
Joseph R. Iantosca^(10)(14)		48,880		69,900		118,780		*
Steven J. Tsimbinos^(10)(16)		26,155		55,125		81,280		*
All directors and Executive Officers as a group (18 persons)		1,267,222		1,086,442		2,353,364		7.0	%

*	Less than 1%.
(1)	Each person effectively exercises sole (or shared with spouse or other immediate family members) voting power as to shares reported as of the Record Date.

(3)	Includes ~~1,416~~1,035 unvested restricted shares awarded in March 2017, which vests at a rate of 20% per year commencing on March 1 of the year following the grant.
(4)	Includes 3,280 shares held as Deferred Compensation, 8,328 shares held by a SERP, and 14,613 shares in an ESOP.
(5)	Includes 4,431 unvested shares. Each ~~non-employee director (other than Mark G. Solow)~~of Directors Burke, Catania, McLaughlin, Rhine, Solow and Walsh was awarded ~~605 restricted shares in February 2010, and 796 restricted shares in February 2011. Each non-employee director (including Mr. Solow) was awarded 681 restricted shares in February 2012 and~~ 713 restricted shares in February ~~2013.~~2013, 1,880 restricted shares in March 2014, 1,850 restricted shares in March 2015, 1,740 restricted shares in March 2016, and 1,035 restricted shares in March 2017. Each such award vests at a rate of 20% per year commencing on March 1 of the year following the grant.


(7)	Includes ~~1,090~~3,537 unvested shares. ~~Mr.~~Messrs. Farris and Garbarino ~~was~~were awarded ~~5,450~~1,850 restricted shares in ~~February 2010. Such award vests at a rate of 20% per year commencing on~~ March ~~1 of the year following the grant.~~


(8)	Includes 105,057 shares held by a trust for which Mr. Garbarino serves as Trustee, 14,445 shares owned by Mr. Garbarino’s spouse, and 9,584 shares held by Mr. Garbarino and his wife as co-Trustees.

(9)	Includes 12,799 unvested shares. Mr. Maher was awarded 4,567 restricted shares in June 2013, 5,165 restricted shares in March 2015, 5,060 restricted shares in March 2016, and 4,740 restricted shares in March 2017. Such awards vest at a rate of 20% per year commencing on March 1 of the year following the grant.

(10)	Includes the following shares that have been allocated and are held in trust pursuant to the ESOP as of April 11, 2017: Mr. Maher: 1,378; Mr. Fitzpatrick: 79,562; Mr. Lebel: 7,638; Mr. Iantosca: 12,036; and Mr. Tsimbinos: 2,351. Such persons have sole voting power, but no investment power, except in limited circumstances, as to such shares.

(11)	Includes ~~3,660~~5,339 shares owned by Mr. McLaughlin’s spouse.

(12)	Includes 2,918 shares held as Deferred Compensation.

(13)	Includes 4,304 unvested shares. Mr. Fitzpatrick was awarded ~~1,815 restricted shares in February 2010, 2,273 restricted shares in February 2011, 1,946 restricted shares in February 2012, and~~ 1,529 restricted shares in February ~~2013.~~2013, 1,760 restricted shares in March 2014, 1,540 restricted shares in March 2015, 1,145 restricted shares in March 2016, and 1,455 restricted shares in March 2017. Each such award vests at a rate of 20% per year commencing on March 1 of the year following the grant.

~~(12)~~
(14)	Includes ~~2,039~~6,735 unvested shares for each of Mr. Lebel and Mr. Iantosca. Each of Mr. Lebel and Mr. Iantosca was awarded ~~605 restricted shares in February 2010, 767 restricted shares in February 2011, 657 restricted shares in February 2012,~~ 764 restricted shares in February 2013, ~~and~~ 761 shares in June ~~2013.~~2013, 1,910 restricted shares in March 2014, 2,055 restricted shares in March 2015, 1,910 restricted shares in March 2016, and 2,905 restricted shares in March 2017. Each such award vests at a rate of 20% per year commencing on March 1 of the year following the grant.

(15)	Includes 663 shares held by Mr. Lebel’s spouse.

(16)	Includes 11,805 unvested shares. Mr. Tsimbinos was awarded 764 restricted shares in February 2013, 1,030 restricted shares in March 2014, 7,575 restricted shares in March 2015, 5,345 restricted shares in March 2016, and 2,420 restricted shares in March 2017. Each such award vests at a rate of 20% per year commencing on March 1 of the year following the grant.

1)	Experience: Current and past work and Board experience; knowledge of the banking industry and financial services companies; familiarity with the operations of public companies; and business and management experience and acumen.

2)	Personal characteristics: Ability to work collaboratively with management and as a member of the Board; ability to think strategically and develop a strategic vision or central idea for the Company; familiarity with and participation in the local businesses and the communities served by the Bank; integrity, accountability and independence.

3)	Director commitment: Time and effort; awareness and ongoing education; attendance at Board and committee meetings and other Company functions; other board commitments; stock ownership; changes in professional responsibilities; and length of service.

4)	Team and Company considerations: Balancing director contributions; diversity of skills; and financial condition.


	2013		2012
Audit fees	$	454,918	$	408,871
Audit related fees (1)		62,000		58,000
Tax related fees (2)		75,739		112,297
Other fees		—		—

	$	592,657	$	579,168

What We Heard			What We Did
The Company provides excessive severance in employment agreements.			The Company has amended and streamlined its employment agreements with Messrs. Maher, Fitzpatrick, Lebel and Iantosca and entered into an employment agreement with Mr. Tsimbinos, replacing his Change in Control Agreement, to conform severance payable with advisory service guidelines.
Stock awards auto-accelerate on a change in control.			The Company is proposing for stockholder approval an amendment to its 2011 Stock Incentive Plan that eliminates automatic vesting upon a change in control of equity awards granted after January 1, 2017.
There are automatic stock awards granted upon a change in control.			The Company is proposing for stockholder approval an amendment to its 2011 Stock Plan that eliminates the automatic stock grants issued upon a change in control.
There is a disconnect between executive pay and Company performance.			The Company maintained base salary, incentive payments, and equity awards that are less than the peer group averages so that that the Compensation Committee could evaluate the continued performance of the Company.

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Flushing Financial Corp. (NY) – NASDAQ: FFIC	WSFS Financial Corp. – (Delaware) – NASDAQ: WSFS
Lakeland Bancorp, Inc. (NJ) – NASDAQ: LBAI

•	asset size, where the Company was $4.2 billion as compared to a peer group average of $4.1 billion, ranking the Company seventh in the peer group for the year and eleventh on the three-year average basis;

•	return on assets, where the Company ranked thirteenth in the peer group for 2015 performance and fourteenth in the peer group for three year average return on assets; and

•	return on equity, where the Company ranked eleventh compared to the 15 bank peer group average for 2015 and eleventh as compared to the peer group’s average for the three year period.

Name	2015-16 Salary		2016-17 Salary		Change
Christopher D. Maher	$	550,000	$	650,000		18.2	%
Michael J. Fitzpatrick	$	275,000	$	300,000		9.1	%
Joseph J. Lebel III	$	275,000	$	300,000		9.1	%
Joseph R. Iantosca	$	275,000	$	285,000		3.6	%
Steven J. Tsimbinos	$	247,222	$	250,000		1.1	%


Category	Weight			Threshold 50%			Target 100%			Superior 150%

Net Income		60	%	$	18,535,000		$	21,418,000		$	22,242,000

Efficiency Ratio		40	%		63.7	%		60.8	%		58.4	%

		100	%

				Threshold		Target		Superior
Category	Weight			50%		100%		150%
Core Net Income		60	%	$	30,509,100	$	33,899,000	$	37,288,900
Core Efficiency Ratio		40	%		63.13%		60.43%		57.73%

Name	Target Bonus		Percent of Salary			Actual Bonus
Christopher D. Maher	$	350,000		53.8	%	$	540,000
Michael J. Fitzpatrick	$	175,000		58.3	%	$	225,000
Joseph J. Lebel III	$	200,000		66.7	%	$	250,000
Joseph R. Iantosca	$	175,000		61.4	%	$	217,000
Steven J. Tsimbinos	$	105,000		42.0	%	$	125,000

Name and Principal Position	Year	Salary ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Christopher D. Maher,	2016	598,462	87,437	262,574	540,000	88,843	1,577,316
Chairman, President and CEO of the	2015	566,346	89,716	265,715	311,850	76,866	1,310,493
Company and the Bank	2014	397,885	—	250,800	212,000	71,559	932,244
Michael J. Fitzpatrick,	2016	287,116	19,786	59,400	225,000	160,971	752,273
Executive Vice President and	2015	285,577	26,750	80,325	98,010	145,145	635,807
CFO of the Company and the Bank	2014	274,057	31,240	94,050	116,000	129,571	644,918
Joseph J. Lebel III,	2016	287,116	33,005	99,000	250,000	28,096	697,217
Executive Vice President and	2015	284,808	35,695	107,100	122,513	27,995	578,111
Chief Banking Officer of the Bank	2014	246,866	33,903	101,888	95,000	25,222	502,879
Joseph R. Iantosca,	2016	279,846	33,005	99,000	217,000	40,153	669,004
Executive Vice President and	2015	284,808	35,695	107,100	110,261	34,023	571,887
Chief Administrative Officer of the Bank	2014	241,443	33,903	101,888	87,000	30,096	494,330
Steven J. Tsimbinos,	2016	248,568	92,362	39,600	125,000	38,880	544,410
Executive Vice President, General Counsel and	2015	252,798	131,578	46,856	95,000	30,540	556,772
Corporate Secretary of the Company and the Bank	2014	229,163	18,283	54,863	91,000	26,388	419,697

(1)	Reflects the value of restricted stock and stock option awards granted to the executive officers based on the grant date fair value of the awards. See note 12 to Company’s audited consolidated financial statements for the year ended December 31, 2016 filed with the Company’s Form 10-K for assumptions made in the valuation.
(2)	Reflects payments made for each respective year under the annual incentive compensation plan.
(3)	All other compensation was comprised of the following elements for 2016:

	Christopher D. Maher		Michael J. Fitzpatrick		Joseph J. Lebel III		Joseph R. Iantosca		Steven J. Tsimbinos
Employee Stock Ownership Plan Allocation	$	11,034	$	11,034	$	11,034	$	11,034	$	10,350
401(k) Plan Contribution (Company match)		9,275		9,275		9,275		9,173		4,971
SERP Allocation		31,244		116,169		—		—		—
Life Insurance Premiums		1,932		4,143		1,444		2,628		804
Long-term Disability Premiums		1,358		1,799		1,220		1,324		1,129
Company-provided Automobile Benefit		18,063		16,049		5,123		10,299		12,075
Company-paid Executive Physical		4,495		—		—		5,695		4,495
Company-paid Club Dues		11,100		—		—		—		5,056
Change in Nonqualified Deferred Compensation Earnings		342		2,502		—		—		—
TOTAL	$	88,843	$	160,971	$	28,096	$	40,153	$	38,880


Name and Principal Position	Year		Salary ($)		Bonus ($)¹		Stock Awards ($)²		Option Awards ($)²		Non-Equity Incentive Plan Compensation ($)³		All Other Compensation ($)			Total ($)
John R. Garbarino, Chief Executive Officer of the Company and the Bank		2013 2012 2011		490,500 490,500 492,596		175,000 — —		— — —		238,400 242,100 283,500		— 185,656 279,095		784,527 456,300 273,603	⁽⁴⁾		1,688,427 1,374,556 1,328,794

Christopher D. Maher, President and Chief Operating Officer of the Company and the Bank		2013		274,038		150,000		66,435		66,375		—		143,585	⁽⁵⁾		700,433

Michael J. Fitzpatrick, Executive Vice President and Chief Financial Officer of the Company and the Bank		2013 2012 2011		270,376 265,277 260,075		80,000 — —		22,354 26,913 31,527		67,050 80,700 94,500		— 79,531 126,591		120,113 110,706 101,763	⁽⁶⁾		559,893 563,127 614,456

Joseph J. Lebel III, Executive Vice President and Chief Lending Officer of the Bank		2013 2012 2011		231,598 222,358 218,160		75,000 — —		22,243 9,086 10,638		66,713 36,323 31,894		— 66,713 83,575		24,436 22,602 20,466	⁽⁷⁾		419,990 357,082 364,733

Joseph R. Iantosca, Executive Vice President and Chief Administrative Officer of the Bank		2013 2012 2011		216,802 203,475 199,485		75,000 — —		22,243 9,086 10,638		66,713 36,323 31,894		— 53,377 85,749		27,341 25,262 23,539	⁽⁸⁾		408,099 327,523 351,305