Good morning, ladies and gentlemen. I'm Christopher Maher, Chairman of the Board and President and Chief Executive Officer of OceanFirst Financial Corp. It's my pleasure, on behalf of the Board of Directors and the officers of OceanFirst Financial Corp. and OceanFirst Bank, N.A., to welcome you to our 2026 annual meeting of stockholders. I'd like to express our appreciation for your participation at this meeting, which I will chair. A copy of the agenda and rules of conduct for today's meeting is available on the virtual meeting platform. A press release issued on April 27th, 2026, confirmed the company's plans to hold a virtual-only meeting. Broadridge Financial Solutions is the host of this meeting. It will also tabulate the stockholder votes. As shown on the agenda, we will first conduct the formal business of the meeting. I will report on recent operations and developments at OceanFirst and share our view on the future of your company. Following that, we will entertain a general question and answer session. I'd like to introduce our fellow members of the Board of Directors who are participating in the virtual meeting remotely. John Barros, Robert Garrett, Kimberly Guadagno, Nicos Katsoulis, Joseph J. Lebel III, President of the Bank and Chief Operating Officer of the Bank and the Company, Joseph Murphy Jr., Steven M. Scopellite, Grace Torres, Dr. Patricia Turner, and Dalila Wilson-Scott. Also joining me in the room are Anthony Coscia and Jack M. Farris. Also joining me to conduct this meeting is our Corporate Secretary and General Counsel, Steven Tsimbinos, as well as Alfred Goon, SVP of Corporate Development and Strategy, and Matt McHugh, Vice President and Assistant Corporate Secretary. There are other officers of the bank participating remotely that I'd like to acknowledge at this time. Patrick S. Barrett, Senior Executive Vice President and Chief Financial Officer. Michele Estep, Senior Executive Vice President and Chief Administrative Officer. David Berninger, Senior Executive Vice President and Chief Risk Officer. Brian Schaeffer, Senior Executive Vice President and Chief Information Officer. We also have representatives from our independent registered public accounting firm, Deloitte & Touche LLP, participating. I'd like to recognize Timothy Vecchiarelli, a partner with Deloitte & Touche LLP. Now we will proceed to the formal business of the annual meeting. Each stockholder has already been provided access to the company's 2026 proxy statement and the 2025 annual report. Copies of these documents are also available on the virtual meeting site for any stockholder who requires them. There are three items for business at this annual meeting. First, the election of 13 directors for terms of one year each. Second, an advisory vote on the compensation of the company's named executive officers, as described in our proxy statement. This is commonly known as a say on pay vote. Third, the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan. Finally, the ratification of the appointment of the independent registered public accounting firm for the fiscal year ending December 31st, 2026. Mr. Tsimbinos, would you report on the mailing of the notice of this meeting that has been sent to all stockholders entitled to vote at this meeting? Yes, Mr. Chairman. I have here an affidavit that I have duly sworn to and signed, stating that the notice of this meeting has been mailed to each stockholder as required under the bylaws. The affidavit is accepted. In addition, Mr. Chairman, resolutions were adopted at the March 16th, 2026, meeting of the Board of Directors of OceanFirst Financial Corp., providing for the meeting to be held today, May 27th, 2026, and directing that notice be given as provided in the bylaws. The board also set the record date as April 2nd, 2026, for determining persons entitled to and notice of and to vote at this annual meeting of stockholders. A notice of these actions was provided to the public by press release dated April 27th, 2026. Finally, the complete alphabetical list of the stockholders of record as of April 20, 2026, who are entitled to vote, showing their respective addresses and the number of shares held by each, is available on the virtual meeting platform in accordance with the bylaws and applicable law. Thank you, Mr. Tsimbinos. Please file a copy of the notice, the affidavit as to the mailing of the notice, and the resolutions from the March 16th, 2026, board meeting with the minutes of this meeting. Ladies and gentlemen, I'd like to now introduce you to Mr. Peder Hagberg, representing CT Hagberg LLC. Mr. Hagberg has been appointed to serve as Inspector of Election. Mr. Hagberg, will you please present your report of the number of shares present in person, by proxy, or by attorney at this meeting so we can determine whether a quorum is present? Thank you, Mr. Chairman. There were 57,600,008 shares entitled to vote as of the April 2nd, 2026, record date. The Proxy Committee of the Board of Directors is acting as proxy and representative of the holders of record of not less than 50,157,875 shares of the common stock of the company. There are not less than 50,762,286 shares present in person, by proxy, or by attorney. Accordingly, a quorum is present. Thank you, Mr. Hagberg. On the basis of the report of the corporate secretary and the Inspector of Election, the Chair finds that proper notice has been given and that a quorum has been properly convened. I shall now proceed with the matters on the agenda for the meeting. Mr. Tsimbinos, I know that you're prepared to read the minutes of the last annual meeting of stockholders held on May 19, 2025, perhaps in the interest of time, we could have a motion from our stockholders to dispense with the reading. Do we have a motion? I second that motion. All those in favor of the motion waiving the reading of the minutes for the 2025 annual meeting signify by saying yes. Yes. Yes. Any opposed? Motion carries. The polls for voting on all matters are hereby opened at this time, at 8:07 AM, May 27th, 2026. If you've already voted, you do not need to vote again during the meeting. If you have not voted, or if you'd like to change your vote, you may do so by clicking the Vote Here button located at the bottom right of your screen. The proxies solicited by the board of directors can be tallied at one time, even though they contain three matters for consideration. Any ballot that a stockholder seeks to cast virtually at this time can be handled in the same way. I intend to proceed to discuss each matter separately, and when the discussion of each item is finished, we will move on to the next. At the conclusion of the discussion of the fourth item, we will take the votes. Mr. Tsimbinos, were there any stockholder nominations or proposals for business for this meeting properly filed with you as Corporate Secretary? No, Mr. Chairman. Because no stockholder nominations or proposals were properly filed with Mr. Tsimbinos in advance of this meeting, as provided in the bylaws, the business of this meeting is limited to the foregoing four matters and according to the provision of the bylaws. Further information on each proposal and the recommendation of the board of directors may be found in the proxy statement. The first proposal we will consider is the election of 13 directors. The board of directors has nominated John Barros, Anthony Coscia, Jack Farris, Robert C. Garrett, Kimberly Guadagno, Nicos Katsoulis, Joseph Lebel III, Christopher D. Maher, Joseph Murphy Jr., Steven Scopellite, Grace Torres, Patricia Turner, and Dalila Wilson-Scott to serve one-year terms as directors, which would expire at the annual meeting of stockholders to be held in the year 2027 or at such time as their successors are elected and qualified. All nominees are presently directors of both the company and the bank. Information concerning the principal occupation of the nominees, their service with OceanFirst Financial Corp. and OceanFirst Bank, and other matters which may be of interest are contained in the proxy statement. Is there any discussion with respect to the nominations for director? If so, please type your question into the Ask a Question field and click Submit. There are no questions at this time, Mr. Chairman. Hearing no questions, we'll move on to the second proposal. The second proposal for consideration is the advisory vote on the compensation of the company's executive officers as disclosed in the proxy statement, the say on pay vote. Is there any discussion with respect to the say on pay? If so, please type your question into the Ask a Question field and click Submit. There are no questions at this time, Mr. Chairman. Hearing no questions, we'll move on to the third proposal. The third proposal for consideration is the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan. Is there any discussion with respect to the approval of the 2026 Stock Incentive Plan? If so, please type your question into the Ask a Question field and click Submit. There are no questions at this time, Mr. Chairman. The fourth and final proposal for consideration is the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm of OceanFirst Financial Corp for the fiscal year ending December 31st, 2026. I've already introduced their representative, who's here today to answer any questions of the stockholders. Is there any discussion with respect to the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026? If so, please type your question into the Ask a Question field and click Submit. There are no questions at this time, Mr. Chairman. Just pause for a minute, make sure we didn't miss any questions. Still no questions at this time. Okay. If not, I believe this concludes the discussion on all matters. I will now reintroduce each item individually and call for the vote. Again, if you've already voted, you do not need to vote again. If you've not voted, or if you'd like to change your vote, you may do so by clicking the Vote Here button located at the bottom right of your screen. The nominations for directors are already before the meeting by virtue of the report of the board, so no further action with respect to them is required. We shall now proceed to call the vote for the election of directors. As to the second matter, the say on pay proposal, do I hear a motion for the approval on an advisory basis for the compensation of our named executive officers described in the proxy statement? I am Alfred Goon, a stockholder of OceanFirst Financial Corp, and I move that the following resolution be adopted. Resolved that the non-binding approval of the compensation of the company's named executive officers as described in its 2026 proxy statement, having been presented to be considered at this meeting, be and hereby is granted in all respects. Would anyone care to second the motion? I second the motion. The motion on the say on pay vote has been made and seconded, and the vote will now be taken. As to the third matter, the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan, do I hear a motion on the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan? I am Matthew McHugh, a stockholder of OceanFirst Financial Corp, and I move that the following resolution be adopted. Resolved that the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan, having been presented to be considered at this meeting, be and hereby is granted in all respects. Would anyone care to second the motion? I second the motion. The motion on the approval of the 2026 Stock Incentive Plan has been made and seconded. A vote will now be taken. As to the final matter, do I hear a motion on the ratification of the appointment of our independent registered public accounting firm? I am Alfred Goon, a stockholder of OceanFirst Financial Corp. I move that the following resolution be adopted. Resolved that the appointment of Deloitte & Touche LLP as independent registered public accounting firm of OceanFirst Financial Corp for the fiscal year ending December 31st 2026, having been presented to and considered at this meeting, be hereby ratified and approved in all respects. Do I have a second for this motion? I second the motion. The motion on the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of OceanFirst Financial Corp for the fiscal year ending December 31st 2026 has been made and seconded, and the vote will now be taken. This is the last opportunity for any stockholder who has not already voted to cast their votes using the virtual meeting platform now. If you have already voted, you do not need to vote again during the meeting. If you have not voted, or if you would like to change your vote, you may do so by clicking the Vote Here button located at the bottom right of your screen. Mr. Tsimbinos, will you please collect the master ballot, which is being cast by the Proxy Committee. The polls for voting on the matters before this meeting are hereby closed. I see the vote tally is complete. Mr. Hagberg, would you now present your report on the vote? Thank you, Mr. Chairman. The preliminary vote report shows that each of the 13 directors has received a majority of the votes cast in favor of their election. Therefore, each nominee has been duly elected to the board. The compensation of the named executive officers has been approved by advisory vote. The OceanFirst Financial Corp. 2026 Stock Incentive Plan has been approved, and the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st 2026 has been ratified. Thank you. The report of the Inspector of Election as presented is accepted. Mr. Tsimbinos, please safeguard the ballots, proxies, as well as the oath, certificate, and report of the Inspector of Election, and maintain them among the records of the company. This brings us to the end of the formal business agenda of our meeting, and I thank you for your attention and for the votes that you cast. On behalf of our board of directors, let me express our appreciation for your support of the board's recommendations on all proposals again this year. As promised, I'll now report on the past year, recent developments, and share our view on the future of your company. Let me call your attention to our forward-looking statement disclosure. Please take careful note of the caution we make regarding forward-looking statements, which allows us to speak with you openly and candidly today. Okay. I thought it would be helpful if I just spent a few minutes walking through recent developments of the company and kind of put into context our strategy and how we expect the next year or two to unfold. First, we look at the 2025 results. I would cast these as kind of two different years if you think about the first two quarters and the second two quarters of the year. After several years of choosing not to grow organically, we resumed our organic growth efforts in the first half of the year, hiring a significant number of commercial bankers. That caused our net income in the first two quarters of the year to be a little bit depressed as we brought on the new talent. In the back half of the year, growth accelerated nicely, adding about $1 billion in loans and $1 billion of deposits in the second half of the year, which allowed the trajectory of the year to end on a significant upswing. It was a very solid year by any measure. I would note that the profitability measures that you see here are improving and on the right trend. We think there's more work to do here, and we expect over the next probably six to eight quarters to make meaningful progress on improving the absolute level of profitability of the company. Next slide. All right. I just wanted to spend a minute talking about the overall position of the company pre-Flushing merger. A couple things that I would call attention to here is we continue to have an exceptional focus on credit quality. We ended the year with non-performing loans of just 20 basis points or 0.2% of our loan portfolio, which is an exceptional measure. That comes on several years of positive progress around credit metrics. Second, you can see that we've maintained our investment-grade rating from both Moody's and Kroll at both the bank and the holding company level. This is particularly important as we think about the capitalization of the company coming into the Flushing transaction. We were very careful to make sure that we raised sufficient common equity to continue to show a fortress balance sheet post-closing, and we were very pleased to see that shortly after our announcement of the Flushing acquisition, Moody's in particular affirmed our rating and our outlook. It was a very positive thing. Last thing I want to mention here is we returned to an outstanding CRA rating that was issued in the first quarter of 2025. It reflects our continuing role and commitment to our communities. Moving to the next slide. I just want to talk for a minute about the rationale behind the Flushing transaction. I always like to start this conversation by reminding our shareholders that we entered New York in 2019. We entered initially organically. We had the opportunity to acquire a small privately owned bank in 2020, and we have built New York into a $2 billion business for the company today. We've just established our fifth branch in New York, in Melville, New York, in the latter half of the fourth quarter. We were organically growing in New York for the past five years. We've built a significant business there. We think, especially given the fact that New York is the deepest banking market in the United States, that we had a lot more opportunity to expand our presence there. One of the gating issues in a market as big as New York is getting brand recognition and getting our reputation to be as well known as our efforts as a bank. Flushing allows us to take the organic momentum we began in 2019 and significantly accelerate it predominantly by adding 30 branches. That will give us, and you can see the blue dots here in the map, give us wonderful coverage. It improves our coverage in Manhattan, but adds significant coverage in Brooklyn, Queens, Nassau, and even Suffolk County. I do like to stop though and say that size is not an objective for the company. Performance is an objective of the company. If you go to the second row of boxes here, you can see a march back to improved profitability measures both in return on assets, return on tangible common equity, and bringing our non-interest expense down to just 1.73% of assets. The scale of this opportunity allows us to meaningfully accelerate the improvement of certain financial measures. A rock-solid balance sheet, of course, is part of this opportunity. We welcome a new investor into the fold. Warburg Pincus will be making a $225 million common equity investment in the company at closing, and we anticipate that to happen next week on June 1st. Finally, sticking to our discipline around EPS accretion and tangible book value dilution. This has a tangible book value earn back in 3.1 years. For a strategic transaction of this magnitude, that's a pretty conservative measure. Move to the next slide. I talked earlier about the importance of organic growth and the importance of organic growth relative to improving the profitability of the company. You can see from these charts, if you look at the bottom half of the chart, essentially from the end of 2022 through the end of 2024, we did not grow the bank in a meaningful way. If you recall, there was an inverted yield curve, meaning that short rates were higher than long-term rates. There were a number of choppy episodes in the market, including the bankruptcies of Silicon Valley, as well as some of the concerns about commercial real estate that led to the crisis at New York Community Bank. If you don't grow the footings of the company and you experience all the impacts of inflationary pressures, that puts your profitability under pressure. Our profitability flat-lined for those years. We now see the upticks on the top graph here. You can see that two very positive things inflected from 2024- 2025. First, our net interest margin began expanding again, going back up to a 2.9% for the full year. It ended the year even higher than that. Our net interest income, the actual dollars of net interest income, improved again, going from $334 million back up to $360 million. Still below our peak of $377 million in 2022. With a combination of a growing balance sheet and margin expansion, you should expect that we have an opportunity to move those numbers forward as the company grows. Next slide. Just want to call out here, these are pre-Flushing numbers, and you can see that prior to Flushing, 30% of the bank's loan portfolio is located in New York. That gives you a sense as to why the market was so important to us and why we think we have the opportunity to double down on that and grow even faster. Next slide. Organic growth, I think, is terribly important to the long term of any company, but particularly our company. It's nice to see that growth picking up again. I'd also note that if you recall from a few years back, commercial was a minority business for us. Our consumer business was our bigger business. We're now solidly a commercial bank with the vast majority of our earnings power tied to that franchise. In fact, we've got 57% of our deposits are now commercial deposits. You see a similar thing on the loan side. Next slide. Talked about credit quality earlier on. You can see the track of several years of exceptional credit quality. We also look at our credit quality as it relates to our peer group. When you see in the right quadrant here, you can see how we have fared versus the peer group. Our net charge-offs run about 80% lower, 80% lower than the commercial bank peer group that we operate in. It's our philosophy that you do not get rewarded in our sector for taking excessive credit risk. Even though earnings were under pressure in the last few years, we've kept a lid on our credit risk position. Next slide. I think it's critically important that we always keep track of the tangible book value per share for our shareholders, and the return of capital in the form of repurchases and dividends. One of the things we're particularly proud of is that despite the impact of the pandemic in 2020 and the years following that, we have grown tangible book value per share by 32% since the pandemic hit, in a variety of environments. An inverted yield curve, liquidity crisis around Silicon Valley, the commercial real estate crisis around New York Community, while continuing to pay a healthy dividend. Next slide. Just want to spend a minute to talk about, we get a lot of questions about AI and automation. We view this as a journey that we started some years back to make sure that we had the infrastructure, the discipline around data, so that our data would be able to be used in some of the newer technologies in an effective way. We're one of the banks that has a board-level information technology committee, which stays focused on many issues, including cybersecurity and this issue, AI and automation. If I were to sum up our focus this year, it is on taking routine business processes that have existed at the bank for decades and automating them aggressively. These are sometimes critical functions, but surprisingly low value to our customers. Make them as efficient as possible, which provides the resources so that we continue to hire bankers who build those customer relationships that are the backbone of our business. We've had a couple pilots already. We continue to push, particularly in areas around customer support in terms of the call center, around some compliance functions that we think can be not just done more effectively, but more consistently. We're looking at everything that we can speed up and allow us to make the customer experience a more positive outcome. That concludes my planned remarks for today. Just wanted to give you a quick overview of where the company is and where we're headed. I just want to make sure, Alfred, do we have any other questions? At this time, Mr. Chairman, there are no further questions submitted. Okay. All right. Since there appear to be no other questions, I'll now entertain a motion to adjourn. I move that the meeting be adjourned. I second the motion. All in favor say aye. Aye. Aye. Opposed? No? There being no objections, I declare the motion carried. In doing so, I again express my thanks for your virtual participation today. I look forward toward our next stockholders meeting. In the meantime, we thank you and hope that you and your families remain safe and well. We'll continue to appreciate your support and cooperation. Thank you very much.
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