UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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OceanFirst Financial Corp.

(Name of Registrant as Specified in Its Charter)

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

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Message from our Chairman		OceanFirst Financial Corp. 110 West Front Street Red Bank, New Jersey 07701 1.888.623.2633
Christopher D. Maher
Chairman, President and Chief Executive Officer
April 26, 202221, 2023

“On behalf of the Board of Directors, and all theour employees, we thank you for your support for and investment in our Company.OceanFirst.”	Dear Fellow Stockholder,Stockholder: It is my pleasure to invite you to participate in the Annual Meeting of Stockholders (the “Annual Meeting”) to be held inas a virtual meeting format only, via the Internet, on Wednesday,Tuesday, May 25, 202223, 2023 at 9:8:00 a.m. Eastern Time. DetailsInformation regarding how to access the live webcast of the Annual Meeting areis included on your proxy card. The Notice of Annual Meeting and the proxy statement on the following pages provide more detailed informationcard, along with details about the formal business of the Annual Meeting. Please take a few momentshow to review this document, as well as the Annual Report and Form 10-K. In addition to the formal business, we plan to provide an update on the Company’s accomplishments in 2021. The Company’s Board of Directors, executive officers, and representatives from the Company’s independent registered accounting firm will be available during the question and answer period on the formal agenda.vote your shares. We encourage you to vote your shares prior to the Annual Meeting to ensure your stock is represented, even if you are planning to participate in the virtual broadcast live, to ensure your stock is represented.meeting. You may submit your vote by telephone or online according to the instructions on the proxy card. Or you may mail the proxy card using the enclosed envelope. For those who are unable to attend The Notice of Annual Meeting and the live broadcast, a replayproxy statement on the following pages describe the formal business planned for the Annual Meeting. The Company’s directors and executive officers, along with representatives from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, will be available and can be accessed by visiting www.oceanfirst.com and selectingduring the Investor Relations areavirtual webcast of the site.Annual Meeting to respond to appropriate questions. In addition to the formal business, we plan to provide an update on the Company’s accomplishments during the past year. I also encourage you to take a few moments to review our Annual Report, Proxy Statement and Form 10-K for more details about the Company’s performance. In 2022, OceanFirst navigated challenging economic conditions while reporting record net income, strong organic loan growth, excellent credit metrics, and increased book value per share. These accomplishments were achieved despite an economic environment marked by high inflation, rising interest rates, and turbulent financial markets. We also demonstrated our commitment to the communities in which we live and work — by providing loans and investments to expand access to economic opportunity, as well as volunteer initiatives and support for local non-profit organizations. I want to recognize the accomplishments of our OceanFirst team, whose talent and dedication enabled us to serve our customers, support our communities, and deliver positive results for our stockholders. On behalf of the Board of Directors, and all theour employees, we thank you for your support for and investment in our Company.OceanFirst. Sincerely,

Wednesday,Tuesday, May 25, 202223, 2023	NOTICE
9:8:00 a.m. Eastern Time
Virtually at www.virtualshareholdermeeting.com/OCFC2022OCFC2023	of 20222023 AnnualMeeting ofStockholders
ITEMS OF BUSINESS	RECORD DATE
1. The election of 12 directors of the Company; 2. An advisory vote on executive compensation as disclosed in these materials; 3. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; 4. An advisory selection on the frequency of the advisory vote on executive compensation; and 4.5. 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. By order of the Board of Directors,	In order to vote, you must have been a stockholder at the close of business on April 6, 2022.4, 2023.
	PROXY VOTING
	It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the enclosed proxy card, or by voting via the internet or by telephone by following the voting instructions printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.
StevenJ.Tsimbinos CorporateSecretary

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.	BYINTERNET Visit the website on your proxy card	BYTELEPHONE Call the telephone number on your proxy card	BYMAIL Sign, date and return your proxy card in the enclosed envelope	VIRTUALLY Follow the instructions on your proxy card to vote at the virtual meeting

Table of Contents

OCEANFIRST FINANCIAL CORP.•  20222023 Proxy Statement     5

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Proxy Summary

Proposals to be Voted on

Nominees for Director

OCEANFIRST FINANCIAL CORP.•  20222023 Proxy Statement     6

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Corporate Governance Highlights

Executive Compensation Overview

•

Discontinued the use of Stock Option equity awards to align with market preference

OCEANFIRST FINANCIAL CORP.•  20222023 Proxy Statement     7

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Corporate Governance

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

Corporate Governance Highlights

The Company has taken several actions to improve its internal governance since last year'syear’s Annual Meeting of Stockholders. These actions include:

Self-Assessment		The Leadership Committee, with the assistance of an independent consultant, performed a comprehensive assessment of the performance of the Board and its committees. Previous self-assessments by the Board have resulted in governance actions such as the adoption of a skills matrix, amendment of the Company’s Bylaws to eliminate age and geographic restrictions for Directors,directors, and the decision to reduce the current size of the Board.
BoardRefreshment	The Board has nominated	At the 2022 Annual Meeting of Stockholders, Joseph J. Lebel III, who currently serves as Executive and Chief Operating Officer of the Company as well asand President and directorChief Operating Officer of the Bank, to servewas elected as a director of the Company. The Board believes that Mr. Lebel’s skills and experience will provideprovides a valuable perspectives to the Board, particularly in regard to the Company’s strategic outlook. In addition, Anthony R. Coscia has been appointed as part of its efforts to reduce the sizeindependent lead director of the Board,Board. Mr. Coscia's extensive management and leadership experience is expected to enhance the Board did not renominate directors Angelo J. Catania, John K. Lloyd, and Grace M. Vallacchi for election and their terms will expire at the conclusionBoard's function as representatives of the Annual Meeting.stockholders.
AppointmentofPatrickS.BarrettasExecutiveVicePresident/Finance	On March 17, 2022, the Company announced the appointment of Patrick S. Barrett as Executive Vice President/Finance. Mr.Finance		On June 2, 2022, Patrick S. Barrett will succeed Michael Fitzpatrick as the Company’s was appointed Executive Vice President/Chief Financial Officer, following Mr. Fitzpatrick’sthe retirement on June 1, 2022.of Michael Fitzpatrick from the role of CFO. Mr. Barrett previously served as Chief Financial Officer of First Midwest Bancorp, Inc. and has extensive leadership and management experience at several financial services organizations.
IndependentRegisteredPublicAccountingFirmRotationAlignment of Information Technology and Information Security departments	Following a thorough auditor review process conducted by	In order to better align the Audit Committee, in October 2021shared goals of their respective functions, the Company selected Deloitte & Touche LLP asBank combined its Information Technology and Information Security departments under the Bank's Chief Information Officer. This is expected to provide stronger data protection and continued technological developments to serve the Company's independent registered public accounting firm for the year ending December 31, 2022, subject to ratification by the shareholders at this Annual Meeting. See“Proposal3–RatificationoftheApprovaloftheIndependentRegisteredPublicAccountingFirm”customers and stockholders.
CoreSystemsConversionProduction of ESG Report	The Company successfully completed a core systems conversion during 2021. Premier, the new core system, provides	In May 2022, the Bank with state-of-the-art bank processing capabilitiesissued its first ESG Report. This report, which can be found on the Company's Investor Relations website at www.oceanfirst.com, highlights the various environmental, social, and is expected to enhancecorporate governance developments at the customer service experience of the Bank’s retailBank and commercial clientele.within its communities.
CommitmentAppointment of Chief Compliance OfficertoESGmatters		Recognizing the importance of Environmental, Social, and Corporate Governance (“ESG”) issues to both its business operations and to the communities it serves,maintaining continued compliance with increasing regulatory requirements, the Bank reorganized its Corporate Social Responsibility Committeeappointed Angela K. Ho, previously the Company's Principal Accounting Officer, as Chief Compliance Officer in February 2023. Ms. Ho's experience and strong leadership skills are expected to benefit the ESG Committee in March 2021. The ESG Committee meets regularly to discuss ESG issues and monitor the Bank’s progress towards its ESG goals. See “Environmental,Social,andCorporateGovernance”and“DiversityandInclusion.”Bank's compliance function.
ContinuedIncreased QuarterlyDividendPayments	During 2021,	In October 2022, the Company maintainedincreased its quarterly cash dividend of $0.17to $0.20 per common share, providing value to stockholders while maintaining capital flexibility. The Company also paid $4.0 million in perpetual preferred stock dividends during 2021.2022.
CompensationRefinementCommUNITYFirst Day	In 2021, the Company refined its cash incentive program structure, adding two qualitative components—Internal Controls and ESG—to the financial metrics previously measured. The Company believes that these components provide a more holistic approach to the performance of the Company. In addition, the Company enhanced its Clawback Policy and discontinued the use of stock option equity grants as a long-term incentive (“LTI”) to align with shareholder and market trends.
EnhancedStockholderOutreach	The Company appreciatesBank held its first annual CommUNITYFirst Day on October 6, 2022. All Bank locations closed early, allowing employees to spend the day helping various non-profit organization throughout its footprint, with a focus on those organizations that provide housing, alleviate food insecurity, and values the feedback and insights it receives from direct communication with stockholders. In addition to hosting its second Investor Day in August 2021, the Company regularly interacts with stockholders throughout the year, including through investor conferences and seminars. See “StockholderCommunications.”build inclusive communities.

OCEANFIRST FINANCIAL CORP.•  20222023 Proxy Statement     8

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Corporate Governance Policies and Procedures

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

 

(1)

the duties and responsibilities of the Board of Directors and each director;

(2)

the composition and operation of the Board of Directors;

(3)

the establishment and operation of Board committees;

(4)

convening executive sessions of independent directors;

(5)

succession planning;

(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 CEO.

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

Board Leadership Structure

The Board is led by the Chairman of the Board, Christopher D. Maher, who also serves as President of the Company and CEO of the Company and the Bank. Mr. Maher served as the President of the Bank until January 1, 2021, at which time he was succeeded by Mr. Lebel. The Board believes that combining the Chairman and CEO positions, together with the appointment of an independent lead director (the “Lead Director”), is the appropriate Board leadership structure for the Company at this time. The Company has historically been led by a combined Chairman and CEO and the Board believes that the CEO is most knowledgeable about our business and corporate strategy and is in the best position to lead the Board of Directors, especially in relation to its oversight of corporate strategy formation and execution. In addition, having a combined Chairman and CEO provides a complete alignment on corporate strategy and vision. To assure effective independent oversight, the Board has adopted a number of governance practices, including:

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the establishment of the Lead Director;

•

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;

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the independence of 1210 of 1412 of the Board members;

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

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

•

that the Company’s Board Audit, Compensation, Leadership, and LeadershipRisk Committees are comprisedcomposed entirely of independent members.

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

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

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Board Role in the Oversight of Risk/Risk Committee

Under the Company’s Corporate Governance Policy, the business and affairs of the Company are managed by the officers under the direction of the Board. The Board is charged with providing oversight of the Company’s risk management processes. The Board'sBoard’s Joint Risk Committee of the Company and the Bank (the “Risk Committee”) has been delegated primary responsibility for overseeing the risk management function at the Company on behalf of the Board. In addition, the Compensation Committee and the Company and Bank’s senior management are tasked with oversight of the Company’s risk management process. The duties of each of the Risk Committee, the Compensation Committee, and senior management with respect to such oversight is summarized below.

Board of Directors
The Board is charged with providing oversight of the Company’s risk management processes.
Risk Committee	Compensation Committee
• TheIts primary responsibility is overseeing the risk management function at the Company on behalf of the Board. • Meets at least quarterly with executive management and the Chief Risk Officer (the “CRO”) and receives comprehensive reports and dashboards on enterprise risk management, including management’s assessment of risk exposures (including risks related to liquidity, credit, operations, interest rates, and regulatory compliance, among others), and the processes in place to monitor and control such exposures. • The Risk Committee may receive updates between meetings, as may be necessary, from the CRO, the CEO, the Chief Financial Officer (the “CFO”) and other members of management relating to risk oversight matters. • Provides a report to the full Board on at least a quarterly basis. • Representatives from Internal Audit and Risk Management attend Risk and Audit Committee meetings. • In addition, each quarter, the Audit Committee discusses with management and the independent registered public accountant their review of the Company’s financial statements and significant findings based upon the independent registered public accounting firm’s review, and any material issues are relayed to the Risk Committee. • Representatives from Internal Audit and Risk Management attend Risk and Audit Committee meetings.	• At least annually, the Compensation Committee reviews with the CRO the Company’s compensation plans for all employees, including the CEO and other NEOs, to ensure that these plans do not encourage taking unnecessary and excessive risks that would threaten the value of the Company. • The Compensation Committee from time to time may enact metrics under the Cash Incentive Plan to encourage risk mitigation and safe and sound banking.
Senior Management
On an annual basis, theThe Bank’s Chief Compliance Officer provides a reportreports to the Board regarding the Bank’s compliance with existing regulations, as well as future regulations that may impact the Bank. The CRO performs a risk assessment of each of the Bank’s products, services, operations, and regulatory requirements to determine the overall risk to the Bank and reports these findings to the Risk Committee. In 2020, the Bank established an Enterprise Risk Management and Regulatory Compliance Committee to evaluate and monitor the Bank’s risk profile in the context of the Statement of Risk Appetite and to ensure that the Bank’s risk management preferences appropriately identify, measure, monitor, and control existing and emerging risks and comply with regulatory guidelines. This Committee is composed of several senior officers, including the Chief Information Officer, the Chief Information Security Officer, the General Counsel, and the Chief of Banking Operations Officer, and is chaired by the CRO. The minutes of this Committee are provided to the Risk Committee for review.Committee.

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Committees of the Board of Directors

The Board of Directors of the Company maintains the Audit Committee, the Compensation Committee, the Leadership Committee, the Risk Committee, the Finance Committee, and the Information Technology Committee. The following is a description of each of the Company’s Board committees.

Audit Committee	Meetings during 2021: 52022: 6
Grace C. Torres* (Chair) Angelo J. Catania* Michael D. DevlinDevlin* John E. Walsh	The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure, and financial reporting matters. Each member of the Audit Committee is “independent” in accordance with Nasdaq listing standards and the heightened independence standards applicable to audit committees. The Board of Directors has a separately-designated standing Audit Committee for the Company and Bank established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee acts under a written Charter adopted by the Board of Directors, which is available on the Company’s website (www.oceanfirst.com). The Audit Committee reviews and reassesses the adequacy of its Charter on an annual basis. Each member of the Audit Committee is “independent” in accordance with Nasdaq listing standards and the heightened independence standards applicable to audit committees. See ““Proposal 3 – Ratification of Independent Registered Public Accounting Firm – Report of Audit Committee3–RatificationofIndependentRegisteredPublicAccountingFirm–ReportofAuditCommittee..”
* “Audit committee financial experts” under the Rules of the Securities and Exchange Commission (the “Commission”).

Human Resources/Compensation Committee

Meetings during 2021:2022: 5

Jack M. Farris (Chair) Kimberly M. Guadagno John K. Lloyd Grace C. Torres	The Compensation Committee of the Company and the Bank meets to establish compensation for the executive officers and to review the Company’s incentive compensation program when necessary. The Compensation Committee is also responsible for establishing certain guidelines for compensation and benefit programs for other salaried officers and employees of the Company and the Bank. Each member of the Compensation Committee is independent in accordance with Nasdaq listing standards regarding compensation committee requirements.standards. The Compensation Committee acts under a written Charter adopted by the Board of Directors, which is available on the Company’s website (www.oceanfirst.com). The Compensation Committee reviews and reassesses the adequacy of its Charter on an annual basis. See “ExecutiveCompensation—CompensationCommitteeReportonExecutiveCompensation.”

Leadership Committee

Meetings during 2021:2022: 4

John E. Walsh (Chair) Angelo J. Catania Anthony R. Coscia John K. Lloyd (Chair) Grace C. Torres John E. Walsh

The Leadership Committee of the Company and the Bank, formerly named the Corporate Governance/Nominating Committee, takes a leadership role in shaping governance policies and practices, including reviewing the corporate governance guidelinesCorporate Governance Policy applicable to the Company, and monitoring compliance with these policies and guidelines.this policy. In addition, the Leadership Committee serves as the Company’s nominating committee and is responsible for identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at the next Annual Meeting of Stockholders. The Committee also recommends to the Board director candidates for each committee for appointment by the Board and provides oversight of the Company’s ESG program and functions. The Chair of the Leadership Committee functions as Lead Director. Each member of the Leadership Committee is independent in accordance with Nasdaq listing standards. The Leadership Committee acts under a written Charter and the Corporate Governance Policy adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is reviewed on an annual basis by the Leadership Committee. The procedures of the Leadership Committee required to be disclosed by the Commission rules are included in this proxy statement. See ““Election of Directors — Criteria for Director NomineesofDirectors—CriteriaforDirectorNominees..”

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Risk Committee

Meetings during 2021: 42022: 6

Nicos Katsoulis (Chair) Michael D. Devlin Jack M. Farris

The Risk Committee of the Company and the Bank assists the Board in enterprise risk management functions. The Chair and at least one other director will be independent in accordance with Nasdaq listing standards. The Risk Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com)(www.oceanfirst.com) and is reviewed on an annual basis by the Risk Committee. See “BoardRoleintheOversightofRisk/RiskCommittee.”

Finance Committee

Meetings during 2021:2022: 3

Joseph M. Murphy (Chair)* Angelo J. Catania Michael D. Devlin Nicos Katsoulis Patricia L. Turner

The Finance Committee of the Company and the Bank assists the Board in overseeing the financial management of the Company and developing the Company’s strategic and annual business plan and budget. The Chair and at least one other director of the Finance Committee will be independent in accordance with Nasdaq listing standards. The Finance Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com)(www.oceanfirst.com) and is renewed on an annual basis by the Finance Committee.

* Mr. Murphy was appointed Chair of the Finance Committee in 2021

Information Technology Committee

Meetings during 2021: 62022: 5

Steven M. Scopellite (Chair) Jack M. Farris Joseph M. Murphy Patricia L. Turner John E. Walsh	The Information Technology Committee of the Company and the Bank was created in 2019 to provide oversight of the execution of the Company’s technology strategies and cybersecurity program and to review the Company’s technology-related risk management activities. The Chair and at least one other director of the Information Technology Committee will be independent in accordance with Nasdaq listing standards, and the Committee will include at least one individual having significant experience and knowledge regarding information technology matters with a financial institution of at least similar size and complexity of the Company. The Information Technology Committee acts under a written Charter adopted by the Board of Directors. The Charter is available on the Company’s website (www.oceanfirst.com) and is renewed on an annual basis by the Information Technology Committee.

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The following table identifies the standing committees and their members as of December 31, 2021.2022.

Director	Audit Committee	Leadership Committee	Human Resources/ Compensation Committee	Risk Committee	Finance Committee	Information Technology Committee
AngeloJ.Catania	✔	✔Anthony R. Coscia			✔
AnthonyR.Coscia		✔
MichaelD.Devlin	✔			✔	✔
JackM.Farris				✔		✔
KimberlyM.Guadagno			✔
NicosKatsoulis					✔
JohnK.LloydJoseph M. Murphy						✔
Steven M. Scopellite
Grace C. Torres		✔	✔
WilliamD.Moss(1)				✔
JosephM.Murphy						✔
StevenM.Scopellite
GraceC.Torres		✔	✔
PatriciaL.Turner					✔	✔
JohnE.Walsh	✔	✔				✔
Chairperson
Member
(1) Mr. Moss retired from the Board effective December 31, 2021.

Code of Ethics and Standards of Personal Conduct

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

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

The Company has also adopted a Code of Ethics for Senior Officers, which applies to the CEO, CFO, and Chief Accounting Officer. This Code of Ethics requires that these officers act with honesty and integrity, avoid actual and apparent conflicts between their personal interests and those of the Company, comply with applicable federal, state, and local laws, and promptly report suspected violations to the Chair of the Audit Committee or outside counsel.

The Code of Ethics and Standards of Personal Conduct and the Code of Ethics for Senior Officers are available in the Investor Relations section of the Company'sCompany’s website (www.oceanfirst.com)www.oceanfirst.com). Amendments to and waivers from the Code of Ethics and Standards of Personal Conduct and the Code of Ethics for Senior Officers will be disclosed on our website as required by applicable law, regulations, or listing standards.

Environmental, Social, and Corporate Governance

The Company recognizes the importance of conducting its business in a manner that both benefits its stockholders and contributes to the well-being of its customers, employees, and the communities it serves. As part of its efforts to achieve this goal, the Company strives to integrate ESG within all of its activities. Feedback received by the Company indicates that ESG is an important topic for stockholders, employees, and the customers and communities served by the Company. Management and the Board considers the role of ESG when making decisions that affect the Company, understanding that the successful integration of ESG into the Company’s business activities benefits both the stockholders and the Company as a whole.

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As part of its commitment toTo better address ESG matters throughout the institution, the Bank redesigned its Corporate Social Responsibility Committee as the ESG Committee in March 2021. The ESG Committee, which is chaired by the Investor Relations officerDirector of Corporate Communications and Marketing and consists of representatives from various Bank departments, including the Chief Administrative Officer as its executive sponsor, meets regularly to discuss ESG initiatives, establish ESG goals for the Bank and the Company, and monitor Bank policies, procedures, and actions in furtherance of these goals. As part of these efforts, the Bank issued its first ESG Report in May 2022. This report, which is available on the Investor Relations section of the Bank's website (www.oceanfirst.com), details the Bank's actions and activities to integrate the Bank's ESG goals with its business practices and better serve its communities.

While the Company is proud of its actions taken to date to address ESG, management recognizes that further development and maturation of the Company’s ESG strategy is necessary in order forappropriate to help the Company to grow and flourish.

 

The examples below represent the Company’s ESG efforts and plans for future action:

Environmental

•

Digital Technology Investments have allowedEnhanced digital payment and account opening capabilities, as well as increased Interactive Teller Machines integration throughout the Bank's footprint, allows the Company to provide banking services toservice its customers while reducing its paper waste output and carbon emissions

•

The Bank’s branch-lite strategy, which saw 13 branch consolidations during 2021 and 10 year-to-date in 2022, reduce the Company’s carbon footprint while still being able to serve its communities through its digital banking capabilities

•

The Bank’s new Brick, New Jersey, branch,Planting of 665 trees as well aspart of the Bank's “Plant a Tree” debit card campaign

•

Contactless ATM and eReceipts

•

Expansion of the Toms River Headquarters was constructed to LEED standards, and future facilities and renovations will be LEED-certifiedconsider use of LEED standards to support environmentally friendly offices

•

Responsible waste managementExpansion of paperless and recycling practiceshybrid loan closings to commercial lending as well as implementing remote notary services for residential lending

•

Utilizing hybrid residential loan closings to significantly reduceInstallation of Solar Panels at the amount of paper documentsRed Bank administrative building

Social

•

EmphasisAt the inaugural CommUNITYFirst Day, more than 700 Bank employees volunteered over 3,000 hours in Commercial Lending to support LEED and energy-conscientious projects

Social

•

Encouraging employee volunteerism through the WaveMakers program which promotes internal and external volunteer opportunitiesone afternoon at non-profit organizations in five states throughout the Bank’s footprint. As part of its benefit package, all Bank employees are eligibleBank's footprint, including Habitat for up to eight hours of paid time off for approved volunteer work. In 2021, Bank employees donated over 1,870 hours in volunteer work both through individualHumanity chapters and Bank-organized activities.Philabundance

•

Concerted effortsA portion of the contracts related to meet the lending needs of smallToms River Headquarters expansion were awarded to minority-owned and women-owned businesses (less than $1MM in revenue) and women- and minority-owned businesses, provide funding to non-profit organizations, and expand residential lending outreach in Low/Moderate Income areas

•

EffectiveIn addition to a minimum wage increase effective January 1, 2022, increasing its minimumthe Bank provided additional wage 13.3%increases or lump sum payments to $17 per hour for allBank employees in 2022 to lessen the impact of inflation

•

Focus on lending to minority-owned and for $22women-owned businesses and to $24 per hour for its Customer Care Center employees, depending upon experience. Annualized total compensation, including base salary, annual bonus, and annualizedbusinesses whose proceeds benefit costs for employees earning $17 per hour are estimatedor support low to total $3,057,080 for 2022.moderate-income individuals or neighborhoods

•

Monitoring employee sentiment and concerns through the annual Employment Engagement Survey as well as Employee Roundtable and Town Hall discussions with executive management throughout the year

•

Utilizing Professional Development programs, such as WomenLEAD, the Career Development Program, and Loan Officer Training, to attract, develop, and retain diverse candidatesemployees

•

The Company’s investment program largely follows ESG principals, including affordable mortgage loans, healthcare, and infrastructure improvement, while avoiding companies and securities related to predatory lending, alcohol, tobacco and weapons

•

Providing educational resources, such as Financial Literary materials, to customers and potential clients

•

The OceanFirst Foundation, celebrated its 25^th anniversaryfounded in 2021 and1996, has granted over $43.8$45 million to hundreds of local charities, organizations, and schools throughout the Bank’s footprint. In addition, charitable donations by Bank employees are also eligible for an aggregate annual $50,0000 matching gift program administered by the Foundation.

Corporate Governance

•

Delegating oversightOversight of the Bank’s ESG program toby the Board Leadership Committee

•

Establishing and developing groupsDevelopment of committees such as the ESG Committee and Diversity & Inclusion Council (“D&I Council”) to provide governance and oversight on ESG and diversity issues throughout the Bank

•

Enhanced diversity disclosures for theDisclosing Board of Directors diversity, tenure, and skill sets in the Proxy Statement

•

Including ESG and Internal Controls/Regulatory Compliance included as a measurable componentcomponents of the Bank's Cash Incentive Program

•

Adoption of Bifurcateda bifurcated Codes of Ethics for Senior Officers and for all Bank employees. The Codes of Ethics can be viewed on the Company’s Investor Relations section of its website (www.oceanfirst.com)

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Diversity and Inclusion

The Company strongly believes that having a workforce and Board that is reflective of the communities it serves is an important way to provide value to its employees, customers, and shareholders.stockholders. As part of this effort, the Company has taken several actions to encourage and promote diversity at the Bank, including:

•

Utilizing resources such as the African American Chamber of Commerce of New Jersey to identify and recruit potential Board and employee candidates, including the appointment of Dr. Turner in 2020

•

Requiring diverse candidate slates for Bank positions at the Vice President level or higher as well as consideration of women- and minority-owned businesses for Bank vendors

•

Enhancing minority representation in the Bank’s Summer Internship program

•

The Diversity and InclusionRegular meetings of the Bank's D&I Council, created in 2020 and chaired by the Bank’s Chief Credit Officer, which focuses on the diversity and inclusion process at the Bank by providingprovides governance and oversight onfor the Bank's diversity efforts communicating efforts throughout the Bank via a newsletter, and creatingcreates accountability for the results of these efforts.

•

Creation of the Branch Ambassador Program, in which D&I Council representatives meet with branch employees to discuss diversity issues and solicit feedback

•

Providing updates of the Bank's diversity efforts and highlighting of the various cultural practices and observations by Bank employees through a Bank-wide newsletter

•

Board oversight of Company policies related to social responsibility issues, including diversity and equal opportunity employment, through the Compensation Committee as well as oversight ofand ESG matters through the Compensation and Leadership CommitteeCommittees

•

Diversity and Inclusion efforts have been incorporated as a metric for the Bank'sBank’s Cash InventiveIncentive Plan

•

Hosting various guest speaker events for Bank employees, with topics such as unconscious bias, developing diverse talent, and the importance of an inclusive workplace

•

Conducting an Employee Engagement Survey to evaluate Bank employees’ opinions on various topics, including diversity at the Bank

•

Honoring Juneteenth as a Bank Holiday for the first time in 2021

•

Celebrated Global Diversity Awareness Month with a bankwide potluck luncheon, with employees preparing dishes to represent a culture of their choice

The Company recognizes that developing a diverse and inclusive workplace is an ongoing process that requires broad participation from all employee levels and strongly supports Board, management, and employee involvement for diversity and inclusion events and initiatives.

Stockholder Communications

The Company believes that regular communication with its stockholders is the best way to gauge stockholder sentiment and feedback as well as for management to convey its opinions on the Company’s position in the marketplace and strategic goals. Executive management utilizes a variety of avenues for shareholderstockholder communication, which in 20212022 included:

•

The Company’s second Investor Day, held in August 2021. At this event, representatives from management provided an overview of the Bank’s strategic outlook, including digital banking solutions and a financial overview. A total of 46 guests participated in the in-person presentation or live webcast, with another 17 contacts viewing the replay of the presentation.

•

Participation in various investor presentations, field shows, and conferences. During 2021,2022, Company management attended 16 events, both in-person and virtually.13 events.

•

Company management responded to direct outreach by stockholders throughout the year, including calls and emails. During 2021,2022, management had 2139 such communications with stockholders, including discussions of the Partners Bancorp acquisition announcement and the Bank’s expansion markets.stockholders.

•

The Company also utilized media outlets, such as appearances on broadcast television and articles in local and regional publications, to discuss topics such as digital banking and the Bank’s response to the COVID-19 pandemic.publications.

Meetings of the Board of Directors

The Board of Directors of the Company and the Bank conduct business through meetings and the activities of the Boards and their committees. Board members are encouraged to attend all Board and Committee meetings. Their attendance and performance are among the criteria considered for nomination to the Board of Directors. During the fiscal year ended December 31, 2021,2022, the Company’s Board of Directors held 1112 meetings. All of the Directors of the Company attended at least 75% of the Board meetings and the meetings of committees held on which such Directors served during the fiscal year ended December 31, 2021.2022.

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Stockholder-Recommended Director Nominations

General

It is the policy of the Company’s Leadership Committee to consider director candidates recommended by stockholders who appear to be qualified to serve on the Company’s Board of Directors. The Leadership Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Leadership Committee does not perceive a need to increase the size of the Board of Directors. In order to avoid the unnecessary use of the Leadership Committee’s resources, the Leadership Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Stockholders

To submit a recommendation of a director candidate to the Leadership Committee, a stockholder should submit the following information in writing, addressed to the Chair of the Leadership Committee, care of the Corporate Secretary, at the main office of the Company:

(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;

(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 broker holding the securities 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.

In order for a director candidate to be considered for nomination at the Company’s Annual Meeting of stockholders, the recommendation must be received by the Leadership Committee at least 120 calendar days prior to the date the Company’s proxy statement was released to stockholders in connection with the previous year’s Annual Meeting, advanced by one year.

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Proposal 1

Election of Directors

The Company’s Board of Directors currently consists of 1412 directors. All of the directors are independent under current Nasdaq listing standards, with the exceptions of Christopher D. Maher, CEO and President of the Company and CEO of the Bank, and Grace M. Vallacchi,Joseph J. Lebel III, Executive Vice President and CROCOO of the Company and President and COO of the Bank. All directors are elected to serve a one-year term expiring at the following Annual Meeting of Shareholders.Stockholders. Each of the members of the Board also serves as a director for the Bank. The experience and qualifications of each director are set forth under ““NomineesforDirector.”

The Board did not renominate Mr. Catania and Mr. Lloyd for election at the 2022 Annual Meeting of Shareholders due to their discussions of potential retirement and a desire to reduce the size of the Board. Following the expiration of their current terms, the size of the Board will be reduced to 12 members. In response to the Board’s interest in nominating Mr. Lebel to the Board, Ms. Vallacchi and the Leadership Committee decided that she would not to stand for reelection in order to limit the number of non-independent directors on the Board. Ms. Vallacchi’s term will expire at the end of the Annual Meeting, but Ms. Vallacchi will retain her role as a director of the Bank.Director.”

Board Independence

The Company believes that a Board composed of independent directors is best suited to provide effective oversight and governance of the Company. As such, independent directors comprise the significant majority of Board members. However, the Board also includes severaltwo non-independent directors for whom the Company believes that their value to the Board outweighs any concerns regarding their independence. These non-independent directors are:

In addition to the above, the Board has also nominated Joseph J. Lebel III, President of the Bank and Chief Operating Officer of the Company and the Bank, for election as a director of the Company. If elected, Mr. Lebel would be a non-independent director. The Board believes that Mr. Lebel'sLebel’s extensive commercial lendingleadership experience and knowledge of the Bank'sBank’s markets would provideprovides significant value to the Board.

The Board of Directors also includes one director that,who, while independent under Nasdaq standards, may be considered non-independent by external observers. The Company believes that, similar to the two directors previously discussed, the experience and contributions provided by this director outweighs any independence concerns. This director is:

It is intended that the proxies solicited by the Board of Directors will be voted for the election of the nominees set forth in ““Nominees for DirectorforDirector””. 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 nominee 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.

Criteria for Director Nominees

The Leadership Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. The same criteria are used for persons nominated by the Committee or by a stockholder. A candidate must meet any qualification requirements set forth in the Company's bylaws or any Board or committee governing documents.

The Leadership Committee will consider the following criteria in selecting nominees:

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The Leadership Committee may weigh the foregoing criteria differently in different situations, depending on the composition of the Board of Directors at the time, and to fill a need if a director is expected to retire in the near future. While no single nominee may possess all of the skills needed to be a director, the Committee seeks to maintain a diversity of skills among the Board members necessary for the optimal functioning of the Board in its oversight of the Company. The Committee will strive to maintain at least one director who meets the definition of “audit committee financial expert” under the Commission’s regulations.

In addition, prior to nominating an existing director for re-election to the Board of Directors, the Leadership Committee will consider and review an existing director’s Board performance and attendance at Board and Committee meetings and other Company functions; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.

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Board Refreshment; Process for Identifying and Evaluating Nominees

The Board continually seeks to refresh and improve its composition and has added new directors both as a result of the acquisition of other banks, as well as through searches. Pursuant to the Leadership Committee Charter as approved by the Board, the Leadership Committee is charged with the central role in the process relating to director nominations, including identifying, interviewing and selecting individuals who may be nominated for election to the Board of Directors. The process the committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

Identification

For purposes of identifying nominees for the Board of Directors, the Leadership Committee relies on personal contacts of the committee and other members of the Board of Directors as well as its knowledge of members of the Company’s local communities. The Leadership Committee will also consider director candidates recommended by stockholders in accordance with the policy and procedures set forth above. The Leadership Committee has in the past used, and may in the future use, an independent search firm to assist in identifying candidates to fill a vacancy on the Board of Directors but does not use a search firm to identify or evaluate potential director nominees in the ordinary course.

Evaluation

The Leadership Committee, in evaluating potential director candidates, conducts a check of the individual’s background, interviews the candidate, and determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above.

Nominees for Election of Director

The biography of each of the nominees below contains information regarding the person’s tenure as a director, business experience, other 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 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 requirementscriteria for each of its members of the Board:

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The Board adopted a skills matrix that represents certain skills that the Board identified as particularly valuable to the effective oversight of the Company and execution of its business. The following matrix shows those skills and the number of directors having each skill, highlighting the diversity of skills on the Board.

As part of its efforts to promote Corporate Social Responsibility, the

The following graphics summarize certain demographic characteristics of the Board of Directors:

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Nominees for Director

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, 2021.2022. The indicated period of service as a director includes service as a director of OceanFirst Bank.

The directors in the following section have been nominated by the Leadership Committee for election to the Board with terms to expire at the 20232024 Annual Meeting of Stockholders. With the exception of Mr. Lebel, allAll directors were previously elected to a one-year term at the 20212022 Annual Meeting of Stockholders. This is the first time that Mr. Lebel has been nominated for election as a director. Mr. Lebel was recommended to the Leadership Committee as a potential director candidate by Mr. Maher, the Company's CEO.

Anthony R. Coscia
	Age 6263 Directorsince 2018 Committees: Leadership	Skills and Qualifications:
		• Former Chairman of the Boards of Sun Bancorp, Inc. and Sun National Bank • Trustee of Georgetown University and the New Jersey Community Development Corporation and Vice Chairman of the Gateway Development Commission • Substantial private sector and government relations experience
AnthonyR.Coscia was the Chairman of the Boards of Sun Bancorp, Inc. and Sun National Bank from 2016 until their acquisitionthose entities were acquired by the Company in 2018, at which time Mr. Coscia joined the Company's Board.2018. Mr. Coscia served as a Director of Sun Bancorp, Inc. since 2010 and Sun National Bank since 2011 and was a member of the ALCO Committee and Chair of the Executive Committee. Mr. Coscia is admitted to the state bars of New Jersey and New York and is a Partner of Windels Marx, having been with the firm for over 3035 years. Mr. Coscia’s legal practice focuses on corporate, commercial, and real estate matters, with a concentration on the financial and real estate elements of these transactions. Mr. Coscia serves as Chairman of the Board of Directors of the National Railroad Passenger Corporation (Amtrak), having been appointed to the Board of Amtrak by President Obama in 2010 and reappointed in 2015. Mr. Coscia is Chairman of Suez North America, Inc., the U.S. subsidiary of Suez Environment SAS. Mr. Coscia previously served as Chairman of the Port Authority of New York and New Jersey for over eight years, stepping down in 2011. Mr. Coscia is a graduate of Georgetown University School of Foreign Service and received his law degree from Rutgers University School of Law. Mr. Coscia serves as trustee of Georgetown University and the New Jersey Community Development Corporation, a director of Neighborhood Property Group, LLC, Vice Chairman of the Gateway Development Commission, Senior Advisor to the Oaktree Transportation Infrastructure Fund, LP, and is a member of the New Jersey Performing Arts Center Council of Trustees, the Partnership for New York City, The Economic Club of New York and the Regional Plan Association. In 2007, Mr. Coscia was awarded an honorary doctorate of humane letters from the New Jersey Institute of Technology.City. Mr. Coscia’s extensive background and reputation as a well-respected business leader actively involved in both the private and government sectors brings significant management and leadership skills to the Board.

Michael D. Devlin
	Age 7172 Director sincesince 2016 Committees: Audit, Finance, and Risk	Skills and Qualifications:
		• Former CEO of Cape Bancorp, Inc. • Significant market knowledge, risk management, and financial services experience
MichaelD.Devlin has served as a director since 2016 when the Company acquired Cape Bancorp, Inc. and Cape Bank, of which Mr. Devlin was a director since 2008, and President and Chief Executive Officer since 2009. Mr. Devlin brings extensive banking and management expertise to the Board of Directors, particularly as to the southern New Jersey markets and communities served by the Company.

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Jack M. Farris
	Age 6364 Director sincesince 2015 Committees: Human Resources/Compensation, Information Technology and Risk	Skills and Qualifications:
		• Former Vice President and Deputy General Counsel, InfoSec & Cybersecurity for Verizon Communications, Inc. • Chair of the Human Resources/Compensation Committee • Substantial information technology, cybersecurity, and risk management experience
JackM.Farris was 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, until his retirement at the end of 2018. Prior to that role, Mr. Farris had served as a Vice President and Deputy General Counsel for Verizon, supporting a variety of company functions, including systems and technology procurement, global operations security, information technology and information security matters, finance operations, regulatory compliance, business continuity and pandemic planning, as well as significant M&A transactions. During his 30-year tenure with Verizon, Mr. Farris participated in a number of pro bono activities including leading that company’s NJ Street Law effort for several years, where Verizon attorneys served as guest teachers of basic legal skills in local high schools. After his retirement, Mr. Farris formed Practical RM Associates, a company established to provide cyber and risk management services. In addition to his undergraduate and law degrees, Mr. Farris holds a Master of Science in computer engineering and is a Certified Information Systems Security Professional under (ISC)2. Mr. Farris’s 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.

Kimberly M. Guadagno
	Age 6263 Director sincesince 2018 Committees:Human Resources/Compensation	Skills and Qualifications:
		• President and Executive Director of Mercy Center and Partner at Connell Foley LLP • Former Lieutenant Governor of the State of New Jersey • Significant government relations and regulatory experience
KimberlyM.Guadagno is the executivePresident and Executive Director of Mercy Center, a non-profit that works to alleviateend generational poverty in the greater Asbury Park, New Jersey area by providing emergency and wrap-around services to strengthen families and to finally end the cycle of poverty one child and one family at a time through the operation of an independent, tuition-free school for 4th through 8th grade girls. She is also a partner with the law firm of Connell Foley LLP and previously was the first Lieutenant Governor of New Jersey, serving from 2010 to 2018. She has also served eight years as New Jersey’s 33rd Secretary of State and in 2007 was elected the first woman sheriff of the Office of the Sheriff in Monmouth County. Ms. Guadagno founded the New Jersey Partnership for Action, a public-private partnership that promotes New Jersey businesses and job creation and chaired the Red Tape Review Commission, a bipartisan group charged with streamlining government services, cutting red tape, and proposing policy recommendations to further reduce the regulatory burdens on businesses. Ms. Guadagno has served 13 years in public service and has been an attorney for more than three decades. Ms. Guadagno is a well-regarded leader in both the private and government sectors and brings significant managerial and legal skills to the Board.

Nicos Katsoulis
	Age 6263 Director sincesince 2019 Committees: Finance and Risk	Skills and Qualifications:
		• Former Executive Vice President/Commercial Real Estate of the Bank • Chair of the Risk Committee • Extensive knowledge of commercial real estate and financial services
NicosKatsoulis is the former Executive Vice President/Commercial Real Estate of OceanFirst Bank, N.A., having retired in November 2018. Mr. Katsoulis joined the Bank upon the Bank’s acquisition of Sun National Bank in January 2018. At Sun, Mr. Katsoulis was Executive Vice President and Chief Lending Officer, overseeing all lending activities including commercial and industrial and commercial real estate lending. During his banking career, Mr. Katsoulis served as a director of State Bancorp., Inc. and as Executive Vice President and Chief Lending Officer of Atlantic Bank of New York. Mr. Katsoulis is a graduate of the London School of Economics and Columbia University’s graduate school of business. Mr. Katsoulis brings extensive banking and managerial experience to the Board, particularly with the commercial lending environment within the Bank’s current footprint and potential areas for expansion. He has been an active investor in commercial real estate, dry bulk shipping, and renewable energy.

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Joseph J. Lebel III
	Age 5960 FirstDirector since:TimeNominee2022 Committees:None	Skills and Qualifications:
		• President of the Bank and Chief Operating Officer of the Bank and Company • Former Chief Banking OfficerBoard member of Auxilior Capital Partners and Chief Lending Officer of the BankNest Investments, LLC • Director of the New Jersey Chamber of Commerce
JosephJ.LebelIII was appointed President and Chief Operating Officer of the Bank on January 1, 2021 and Executive Vice President and Chief Operating Officer of the Company in June 2020. Prior to that, he served as Executive Vice President and Chief Operating Officer of the Bank since January 2019 and has previously served as Chief Banking Officer and Chief Lending Officer. Prior to joining the Bank, Mr. Lebel was employed with Wachovia Bank N.A. as a Senior Vice President in various leadership and revenue generating roles. Mr. Lebel serves as a Trustee on various non-profits, including Community Medical Center, part of the St. Barnabas Health System, and the OceanFirst Foundation and is also a Board member of St. Joseph and Donovan Catholic schools. He recently completed nine years of service as a Trustee to Fulfill, a food bank based in Ocean and Monmouth Counties. He also is a Director of the New Jersey Chamber of Commerce. He serves on the boards of two for-profit companies in which the Bank has a minority ownership interest, Auxilior Capital Partners, a national equipment leasing company, and Nest Investments LLC, a hybrid robo-advisor. Mr. Lebel provides significant leadership skills and in-depth experience in all facets of commercial and real estate lending to the Board as well as an extensive knowledge of the Bank’s markets and strategic outlook.

Christopher D. Maher
	Age 5556 Director since:since: 2014 Committees: None	Skills and Qualifications:
		• Chairman, President, and CEO of the Company • Director of the Federal Reserve Bank of Philadelphia • Chairman of the Board of OceanFirst Foundation and the New Jersey Bankers Association
ChristopherD.Maher has served as Chairman of the Company and the Bank since January 2017 and as CEO of the Company and the Bank since 2015. He previously served as President of the Bank from January 1, 2015 to January 1, 2021, at which time he was succeeded by Mr. Lebel. He joined the Company and the Bank in 2013 as President and Chief Operating Officer and was appointed to the Board of Directors in 2014. Mr. Maher is active in the non-profit community, serving as a Chairman of the Board of the OceanFirst Foundation, a Trustee of Helen Keller Services for the Blind, a Trustee and the Treasurer of Monmouth University, and as a Trustee and Treasurer of Hackensack Meridian Ambulatory Care. He is also active within the banking industry, as a director of the Federal Reserve Bank of Philadelphia since 2020 and as a member of the Board of the New Jersey Bankers Association, where he serves as First Vice Chairman. Mr. Maher provides extensive leadership and managerial experience to the Board, particularly in regard to the Company'sCompany’s business outlook and execution of its corporate strategy.

Joseph M. Murphy, Jr.
	Age 6364 Director sincesince 2020 Committees: Finance and Information Technology	Skills and Qualifications:
		• Former President and CEO of Country Bank Holding Company and Country Bank • Co-founder of ValuExpress LLC, a commercial mortgage conduit with over $2.0 billion in originated loans • ChairTrustee of the Finance CommitteeIona University
JosephM.Murphy,Jr. had served on the Board of Directors of Country Bank Holding Company since 2003 and on the Board of Country Bank since 1995 before being acquired by the Company onin January 1, 2020. He served as Executive Vice President beginning in 1997, President beginning in 2008 and President/CEO since 2012. He was Chairman of the Loan and Technology Committees throughout his tenure. Country Bank specialized in real estate lending to small businesses and commercial real estate investors and was ranked in the “Top 200 Community Banks” nationwide by US Banker magazine five of the ten years prior to its acquisition. Prior to joining Country Bank, Mr. Murphy co-founded a commercial mortgage conduit, ValuExpress LLC, which had originated over $2.0 billion in loans for the real estate capital markets. For over 30 years he has owned and managed family real estate investments in various commercial properties throughout the United States. He currently serves as EVP of ValuExpress LLC and as President of Value Investors, Inc., his family’s investment office. Mr. Murphy is a Trustee of Iona University, a private Roman Catholic university located in New Rochelle, New York. He has served on the Board of Directors for the New York Chapter of Juvenile Diabetes Research Foundation, the Finance Advisory Committee of the Congregation of Christian Brothers, and the Board of Trustees for the Greater New York Chapter of the American Red Cross. He also served on the Community Bankers Council of the American Bankers Association. He currently sits on the Board of the St. Patrick’s Parade Foundation, NYCAssociation and is a Knight of St. Patrick, which both supportsupports the New York City St. Patrick’s Day Parade. Mr. Murphy currently serves on the Board of Trustees of Iona College, a private Catholic college in New Rochelle, New York, founded by the Congregation of Christian Brothers. Mr. Murphy is a graduate of the University of Denver with a BSBA. He alsoBSBA and holds a Master’s of Science in Real Estate Finance from New York University. Mr. Murphy provides the Company with extensive banking knowledge and particularly with respect to the New York markets.

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Steven M. Scopellite
	Age 5657 Director sincesince 2019 Committees: Information Technology	Skills and Qualifications:
		• Former Global Chief Information Officer of Goldman Sachs • Chair of the Information Technology Committee • Significant public company governance, information technology and cybersecurity experience
StevenM.Scopellite was appointed to the Board of Directors in June 2019. Mr. Scopellite retired from Goldman Sachs in 2013, having served as Global Chief Information Officer. Among his accomplishments during his distinguished career of nearly 30 years were leading Goldman Sachs’ penetration into new markets, pioneering the bank’s expansion into electronic trading, and developing the global funding platform. Mr. Scopellite currently serves as a Director of Soltage, LLC, a leading renewable energy provider, and is Co-Founder and Advisor to Aspec Scire, a groundbreaking drone-data analytics company. Mr. Scopellite serves as Chairman to the Riverview Medical Center Foundation Board of Trustees. Mr. Scopellite provides the Board with significant management and risk management experience, particularly as they relate to information technology.

Grace C. Torres
	Age 6263 Director sincesince 2018 Committees: Audit, Leadership and Human Resources/Compensation, and Leadership	Skills and Qualifications:
		• Trustee of Prudential Retail Mutual Funds • Registered CPA with audit experience of large financial services organizations • Chair of the Audit Committee
GraceC.Torres has been a Trustee of Prudential Retail Mutual Funds, a retail mutual funds complex of more than 90 mutual funds, since 2014. Prior to that, Ms. Torres was Chief Financial Officer, Treasurer and Principal Financial Officer of Prudential Mutual Funds and Senior Vice President of Prudential Investments LLC from 1994 through 2014. Ms. Torres also previously served as Vice President, Mutual Funds Administration at Bankers Trust and as a Senior Manager, Audit Practice with Ernst & Young. Ms. Torres is a CPA in the State of New York and received a BS in Accounting and Management from New York University. Ms. Torres served as a Director of Sun Bancorp, Inc. and Sun National Bank since 2015, serving on the Audit, Nominating & Corporate Governance and Risk Committees and Chair of the ALCO Committee, until their acquisition by the Company in January 2018, at which time Ms. Torres joined the Board. Ms. Torres brings to the Board additional financial reporting and audit experience, particularly with respect to large complex financial services organizations. Ms. Torres has been recognized as one the Top 50 business executives by Hispanic Business magazine and LATINA Style Magazine and brings in-depth experience and expertise regarding the financial industry.

Patricia L. Turner
	Age 5354 Director sincesince 2020 Committees: Finance and Information Technology	Skills and Qualifications:
		• Executive Director and CEO of the American College of Surgeons • Member of the Board of Directors of Wake Forest Baptist Medical Center and the Council of Medical Specialty Societies • Managerial and leadership experience in the medical, business, and higher education sectors
PatriciaL.Turner,MD,MBA,FACS was appointed to the Board of Directors in September 2020, and is the executive director and CEO of the American College of Surgeons and a clinical associate professor at the University of Chicago Medicine. Before joining the American College of Surgeons, Dr. Turner spent eight years in full-time academic practice on the faculty of the University of Maryland School of Medicine, serving as the surgery residency program director. She is a graduate of the University of Pennsylvania and the Bowman Gray School of Medicine at Wake Forest University and received her MBA from the University of Maryland Robert H. Smith School of Business. Dr. Turner currently serves as a member of the BoardsBoard of Directors of the Council of Medical Specialty Societies and of Wake Forest University Baptist Medical Center. Dr. Turner provides the Board with significant leadership and managerial experience related to health care, business, and higher education.

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John E. Walsh
	Age 6869 Director sincesince 2000 Committees:Audit Information Technology and Leadership	Skills and Qualifications:
		• Senior Vice President and Consultant at T&M Associates • Chair of the Leadership Committee • Financial reporting and resource management experience
JohnE.Walsh is a licensed engineer who retired from full-time employment with T&M Associates in 2020. He currently remains as a Senior Vice President at the firm in a consulting capacity. He joined T&M Associates in 2010 and served as a Senior Executive Partner and then a member of the Board of Directors until his retirement. T&M Associates is a privately owned engineering, planning and environmental consulting company with sixteen offices in seven states. Before joining T&M Associates, 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. Prior to joining CMX Engineering, he was President and CEO of Bay Pointe Engineering Associates, Inc., a firm he founded in 1987. 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.

Directors Whose Terms are Expiring

On March 25, 2022, following the recommendation of the Leadership Committee, the Board did not nominate Mr. Catania and Mr. Lloyd for reelection at the 2022 Annual Meeting of Shareholders. Mr. Catania joined the Board in 2006 and served on the Audit and Leadership Committees, as well as Chair of the Finance Committee. Mr. Lloyd joined the Board in 2018 and served on the Human Resources/Compensation and Leadership Committees.

The Board also did not nominate Ms. Vallacchi for reelection at the 2022 Annual Meeting of Shareholders. Ms. Vallacchi was appointed to the Board in 2019 and has been a valuable resource for risk management as well as regulatory and government relations. Ms. Vallacchi will remain a director of the Bank.

The Company is grateful for Mr. Catania’s, Mr. Lloyd’s, and Ms. Vallacchi’s contributions to the Company.

Required Vote

Directors will be elected according to a plurality of the votes cast at the Annual Meeting. This means that the nominees receiving the greatest number of votes will be elected. There is no cumulative voting for the election of directors.

Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE ELECTION OF ALL DIRECTORS LISTED IN “NOMINEES FOR DIRECTOR”.

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Stock Ownership

The following table provides information as of April 6, 20224, 2023, with respect to the persons known by the Company to be the beneficial owners of more than 5% of its outstanding stock. A person is 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.

The following table provides information, as of April 6, 2022,4, 2023, about the shares of the Company common stock that may be considered to be beneficially owned by each director, nominee for director and each NEO and by all such directors and NEOsexecutive officers pf 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.

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Each director and executive officer maintains a mailing address at 110 West Front Street, Red Bank, New Jersey 07701. As of April 6, 2022,4, 2023, none of the above directors or executive officers have pledged any shares of the Company.

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Delinquent Section 16(a) Reports

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, 2021, with the exception of Joseph Lebel, who submitted a late filing for the purchase of preferred stock on May 7, 2021.2022.

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Senior Executive Officers Who Are Not Also Directors

MICHAEL J. FITZPATRICKPatrick S. Barrett
	Age66 59		MichaelPatrick S. Barrett J.Fitzpatrick has beenwas appointed Executive Vice President and CFO of the Company since 1995. He has also beenon June 2, 2022, following the retirement of Michael Fitzpatrick from the role of CFO. Prior to joining OceanFirst, Mr. Barrett was Executive Vice President and CFO of the Bank since joining the Bank in 1992. On March 17,First Midwest Bancorp, Inc. from January 2017 until April 2022 the Company announced that Mr. Fitzpatrick would be retiring from the Company, effective June 1, 2022. He will be succeeded by Mr. Barrett, currently Executive Vice President, Finance.and has extensive leadership and management experience at several financial organizations.

JOSEPH J. LEBEL IIIMichele B. Estep
	Age59 53		JosephJ.LebelIII is the President of the Bank and the Chief Operating Officer of the Bank and the Company. Mr. Lebel has been nominated as a director of the Company and his full biography can be found in “Proposal1–NomineesforDirectors”.

GRACE M. VALLACCHI
	Age58		GraceM.VallacchiMichele B. Estep was appointed Executive Vice President and CROChief Administrative Officer of the Company and the Bank in September 2017.January 2020. Prior to joining OceanFirst, Ms. VallacchiEstep was Associate Deputy Comptrollerthe Executive Vice President and Chief Administrative Officer of Sun National Bank. Before then, she held leadership roles at KeyBank in the Northeastern District of the Office of the Comptroller of the Currency (the “OCC”) since 2016. Prior to that position, she was Assistant Deputy Comptroller at the OCC since 2012, and a National Bank Examiner since 2007.Albany, New York.

Ms. VallacchiKarthik Sridharan
	Age 53		Karthik Sridharan was appointed as a directorChief Information Officer of the Company and the Bank in JanuarySeptember 2019. Her term as directorPrior to joining OceanFirst, Mr. Sridharan was the Chief Technology Officer at Citigroup from 2011 to 2019 and previously held leadership roles in global technology management with JP Morgan Chase and Bank of America Corp. Mr. Sridharan was also an Industry Manager at Microsoft prior to joining the Company will expire at the end of the 2022 Annual Meeting of Shareholders but she will continue as a director of the Bank.financial services industry.

STEVENSteven J. TSIMBINOSTsimbinos
	Age52 53		StevenJ.Tsimbinos was appointed Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank in 2016, having previously served in those roles as First Senior Vice President since 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 2006, and prior to that a partner with Lowenstein Sandler PC, where he practiced corporate and securities law.

MICHELE B. ESTEPGrace M. Vallacchi
	Age52 59		MicheleB.EstepGrace M. Vallacchi was appointed Executive Vice President and Chief Administrative OfficerCRO of the Company and the Bank in January 2020.September 2017. Prior to joining OceanFirst, Ms. EstepVallacchi was Associate Deputy Comptroller in the Executive Vice PresidentNortheastern District of the Office of the Comptroller of the Currency (the “OCC”) since 2016. Prior to that position, she was Assistant Deputy Comptroller at the OCC since 2012, and Chief Administrative Officer of Suna National Bank. Before then, she held leadership roles at KeyBank in Albany, New York.Bank Examiner since 2007.

KARTHIK SRIDHARAN
	Age52		KarthikSridharan was appointed Chief Information OfficerMs. Vallacchi has also served as a director of the Bank in Septembersince 2019. Prior to joining OceanFirst, Mr. Sridharan was the Chief Technology Officer at Citigroup from 2011 to 2019 and previously held leadership roles in global technology management with JP Morgan Chase and Bank of America Corp. Mr. Sridharan was also an Industry Manager at Microsoft prior to joining the financial services industry.

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ANTHONY GIORDANOAnthony Giordano III
	Age56 57		AnthonyGiordanoIII was appointed Executive Vice President and Chief of Banking Operations Officer on February 1, 2022, having previously been appointed Executive Vice President and Chief Retail Banking Officer of the Bank in January 2020. He also previously served as the Bank’s Senior Operations Officer since 2015 and as Interim Chief Information Officer until Mr. Sridharan’s appointment. Prior to joining OceanFirst, Mr. Giordano was Chief Executive Officer of Colonial American Bank until its acquisition by OceanFirst.

ANGELAAngela K. HOHo
	Age38 39		AngelaK.Ho was appointed Chief Compliance Officer of the Company on February 1, 2023. Prior to that, she was the Principal Accounting Officer of the Company insince March 2017 and had served as the Chief Accounting Officer of the Bank since September 2016. Prior to joining OceanFirst, Ms. Ho served as the controller of Northfield Bank since 2012 and had significant accounting responsibilities at Signature Bank and KPMG LLP.2012.

Patrick Chong
	Age 34		Patrick Chong was appointed Principal Accounting Officer of the Company on February 1, 2023. He has served as the Corporate Controller since September 2020. Prior to joining OceanFirst, Mr. Chong served in various roles with KPMG LLP, most recently as an Audit Senior Manager since October 2017.

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Compensation Discussion and Analysis

Overview

This section describes the objectives, design and rationale of the Company’s compensation program for our Named Executive Officers (“NEOs”) and discusses each material element of our NEO compensation program, how compensation is determined, and recent developments.

For 2021,2022, the Company’s NEOs were:

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Executive Summary

20212022 Business Highlights

Even as the challenges from COVID-19 persisted, 2021Despite a challenging economic environment, 2022 was anotheran extremely successful year for the Company. While continuing the safety and financial actions initiated in 2020 to protect employees, customers, and shareholders, the Company, experiencedas strong loan growth, aided by ourincluding the continued development of the expansion into the Boston,markets in Baltimore and Washington D.C. markets. At the end of 2021 we entered into a definitive agreement to acquire Partners BancorpBoston resulted in an acquisition expected to add approximately $1.64 billion in assets, $1.11 billion in loans, and $1.44 billion in deposits upon completion.record net income. Some highlights of our 20212022 performance appear below.

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Stock Performance

The following graph compares total stockholder return on the Company’s common stock with the cumulative total return of companies in the Nasdaq Composite Index and the KBW Regional Banking Index for the period from December 31, 2016 through December 31, 2021. The graph may not be indicative of 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.

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Executive Compensation Program Highlights

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

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20212022 Stockholder Advisory Vote on Executive Compensation

At the 20212022 Annual Meeting of Stockholders, approximately 79%94% of the shares voting on the Company’s non-binding advisory vote on executive compensation (commonly known as “say on pay”) were cast in favor of the compensation of the Company’s executive officers. The Board and the Compensation Committee appreciate and value the views of our stockholders. (For information on our stockholder outreach and engagement, see “CorporateGovernance–Shareholder Stockholder Outreach”).

Over the past fivesix years, we have made several adjustments to our executive compensation program, in response to stockholder input and to align with best and market practice. Those changes are summarized below. Advisory votes on executive compensation and stockholder outreach will continue to guide the Compensation Committee and the Board in their ongoing assessment of the Company’s executive compensation program.

Compensation Actions Taken

The Compensation Committee and the Board believe that the Company’s overall pay practices, and the specific compensation paid to our executive officers, are fair and well-balanced. We are mindful that investors often favor the use of performance-based compensation, and the Compensation Committee took that view into account in making equity grants in 2021 and 2022, as further described below.

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Objectives of Our Compensation Program

Our executive officer compensation program is designed to: