June 29, 2009
David Lyon, Senior Financial Analyst
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-4561
Re: Oritani Financial Corp. / File No. 001-33223
Dear Mr. Lyon,
This letter responds to the issues raised in your letter of June 12, 2009. All
headings below correlate to the headings in that letter.
Definitive Proxy Statement on Schedule 14A
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Compensation Discussion and Analysis, page 13.
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1. We would further amend the draft pro forma disclosure to include the
following statements:
Regarding ROE and ROA, the Committee was seeking results that
"meet or beat" peers in order to approve incentive payments at
the level provided. The Committee's desired results for loan
portfolio growth and delinquency levels were subjective, but
were generally seeking to meet or exceed the Company's
performance from the prior fiscal year. The Committee was
seeking loan portfolio growth that continued the strong growth
of recent periods and was also seeking low loan delinquency
levels that it considered to be indicative of a high quality
portfolio.
Performance targets will be disclosed in future filings.
2. As detailed below, the proposed table would be modified to include
information concerning incentive compensation:
GK Partners Peer Report Information
Base Cash Applicable Salary Cash Incentive
Name Salary Incentive Title Average Median Average Median
---- ------ --------- ----- ------- ------ ------- ------
Kevin Lynch $500,000 $250,000 CEO $515,700 $482,500 $117,400 $114,800
John Fields $200,000 $ 56,700 CFO $214,400 $202,400 $ 44,100 $ 23,100
Thomas Guinan $200,000 $ 58,800 (a) $215,600 $216,500 $ 45,700 $ 42,200
Philip Wyks $189,000 $ 47,250 (b) $176,800 $180,500 $ 25,800 $ 24,100
Leonard Carlucci $142,420 $ 40,650 n/a n/a n/a n/a n/a
(a) - 4th Highest Officer
(b) - 5th Highest Officer
Mr. David Lyon
June 29, 2009
Form 10Q for the Quarterly Period Ended March 31, 2009
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Controls and Procedures.
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3. We considered your February 27, 2009 comment when preparing this
section of the March 31, 2009 10Q. The disclosure in question addresses
significant changes over financial reporting during the period covered
by the report that materially affected, or were reasonably likely to
materially affect, the Company's internal control over financial
reporting. This is the exact language contained in your letter of
February 27, 2009. In future filings, we will continue to address any
significant changes over financial reporting during the period covered
by the report that materially affected, or were reasonably likely to
materially affect, the Company's internal control over financial
reporting, as required by Item 308 of Regulation S-K.
Exhibits
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4. We considered your February 27, 2009 comment when preparing this
section of the March 31, 2009 10Q. We ensured that all appropriate
exhibits were referenced and properly labeled. We felt that the name of
the individual exhibit clearly identified it, and was sufficient for
the reader to determine whether the exhibit was a management contract
or compensatory plan or arrangement. The form of employment agreement
filed as Exhibit 10.2 are identical for each officer except for salary
amounts, which are disclosed in the Company's proxy statement.
I can be reached at (201) 497-1203, or jfields@oritani.com, if you have any
questions regarding the responses above.
Sincerely,
/s/ John M. Fields, Jr.
John M. Fields, Jr.
EVP / CFO
CC: Kevin J. Lynch, President - Oritani Financial Corp.
Nicholas Antonaccio, Director/Chairman of Audit Committee -
Oritani Financial Corp.
John J. Gorman, Esq. - Luse Gorman Pomerenk & Schick
Marc Levy, Esq. - Luse Gorman Pomerenk & Schick
Liliana Bocxe, Partner - KPMG