NOTICE

Proposal	Board Recommendation	Page Reference
Proposal 1 – Election of Directors	The Board of Directors recommends the vote “FOR” each of the nominees for director.	17
Proposal 2 – Advisory Vote on Executive Compensation	The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in these materials.	68
Proposal 3 – Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm	The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.	69
Proposal 4 – Say When on Pay	The Board of Directors recommends a vote of “1 YEAR” for the frequency of future advisory votes on executive compensation.	73

Nominees for Director

Name	Age	Director Since	Independent	Committees
Anthony R. Coscia	63	2018	✔	Leadership
Michael D. Devlin	72	2016	✔	Audit, Finance, and Risk
Jack M. Farris	64	2015	✔	Human Resources/Compensation, Information Technology, and Risk
Kimberly M. Guadagno	63	2018	✔	Human Resources/Compensation
Nicos Katsoulis	63	2019	✔	Finance and Risk
Joseph J. Lebel III	60	2022		None
Christopher D. Maher	56	2014		None
Joseph M. Murphy, Jr.	64	2020	✔	Finance and Information Technology
Steven M. Scopellite	57	2019	✔	Information Technology
Grace C. Torres	63	2018	✔	Audit, Leadership, and Human Resources/Compensation
Patricia L. Turner	54	2020	✔	Finance and Information Technology
John E. Walsh	69	2000	✔	Audit and Leadership

OCEANFIRST FINANCIAL CORP. • 2023 Proxy Statement 6

Corporate Governance Highlights


✔	Comprehensive annual self-assessment of Board, Committees, and director performance by the Leadership Committee	✔	Continued Board refreshment with the election of Joseph J. Lebel III, President of OceanFirst Bank, N.A., (the “Bank”), as director of the Company and appointment of Anthony R. Coscia as the independent lead director
✔	Appointment of Patrick S. Barrett as Executive Vice President/Chief Financial Officer, following the retirement of Michael Fitzpatrick from the role of CFO	✔	Production of Bank's first Environmental, Social, and Corporate Governance (“ESG”) Report, highlighting ESG matters at the Bank
✔	Alignment of the Information Technology and Information Security departments of the Bank to strengthen data protection and amplify technological improvements	✔	Recognition of the continued importance of Bank compliance with increasing regulatory requirements with the appointment of a Chief Compliance Officer
✔	Enhanced stockholder value by increasing the Common Stock Quarterly Dividend to $0.20 and continued payments of Preferred Stock Dividends	✔	Contribution to the health and well-being of the communities served by the Bank through the first annual CommUNITYFirst Day

Executive Compensation Overview

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Total Salaries for Named Executive Officers were unchanged for 2022

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Maintaining same Cash Incentive Plan metrics first utilized in 2021

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Strong Stockholder support of Compensation Program

OCEANFIRST FINANCIAL CORP. • 2023 Proxy Statement 7

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’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, and the decision to reduce the current size of the Board.
*Board Refreshment*		At the 2022 Annual Meeting of Stockholders, Joseph J. Lebel III, who currently serves as Executive and Chief Operating Officer of the Company and President and Chief Operating Officer of the Bank, was elected as a director of the Company. Mr. Lebel’s skills and experience provides a valuable perspectives to the Board, particularly in regard to the Company’s strategic outlook. In addition, Anthony R. Coscia has been appointed as the independent lead director of the Board. Mr. Coscia's extensive management and leadership experience is expected to enhance the Board's function as representatives of the stockholders.
*Appointment of Patrick S. Barrett as Executive Vice President/Finance*		On June 2, 2022, Patrick S. Barrett was appointed Executive Vice President/Chief Financial Officer, following the retirement 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.
*Alignment of Information Technology and Information Security departments*		In order to better align the shared goals of their respective functions, the Bank 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 customers and stockholders.
*Production of ESG Report*		In May 2022, the Bank issued 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 corporate governance developments at the Bank and within its communities.
*Appointment of Chief Compliance Officer*		Recognizing the importance of maintaining continued compliance with increasing regulatory requirements, the Bank appointed 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 Bank's compliance function.
*Increased Quarterly Dividend Payments*		In October 2022, the Company increased its quarterly cash dividend to $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 2022.
*CommUNITYFirst Day*		The Bank 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 build inclusive communities.

OCEANFIRST FINANCIAL CORP. • 2023 Proxy Statement 8

SEC Form DEF 14A filed by OceanFirst Financial Corp.