Christopher Maher
About Christopher D. Maher
Christopher D. Maher, 58, is Chairman (since 2017), President and Chief Executive Officer of OceanFirst Financial Corp. and OceanFirst Bank (CEO since 2015); he joined the Company in 2013 as President and COO and was appointed to the Board in 2014, and served as President of the Bank from 2015 to 2021 . Under his tenure, OceanFirst highlighted continued profitability, maintained assets and deposits in a competitive environment, paid its 112th consecutive quarterly common dividend in February 2025, received initial investment grade ratings from Moody’s in November 2024, and achieved an “Outstanding” CRA rating in 2025, signaling operational stability and franchise strength . He served as a Director of the Federal Reserve Bank of Philadelphia from 2020 through 2024 and is active in regional nonprofit and industry organizations, including as Chairman of the OceanFirst Foundation and past Chair of the New Jersey Bankers Association Board . The Board combines the roles of Chairman and CEO, mitigated by an independent Lead Director and fully independent key committees; 11 of 13 directors are independent, and executive sessions of independent directors occur at every regularly scheduled meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OceanFirst Financial Corp. | Chairman of the Board | 2017–present | Unified strategy and oversight with CEO role; Board cites alignment of strategy and vision via combined Chair/CEO with strong independent oversight . |
| OceanFirst Financial Corp. | Chief Executive Officer | 2015–present | Led profitability, sustained dividends, regulatory and ratings milestones (Moody’s ratings; CRA “Outstanding”) . |
| OceanFirst Financial Corp. | Director | 2014–present | Board service during balance sheet growth and governance evolution (e.g., Lead Director role, committee independence) . |
| OceanFirst Bank | President | 2015–2021 | Operational leadership during growth and integration periods before succession to current Bank President . |
| OceanFirst Financial Corp./Bank | President & COO | 2013–2015 | Executed strategic and operational transition into CEO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Director | 2020–2024 | Regional central bank governance role . |
| OceanFirst Foundation | Chairman of the Board | Current | Oversees philanthropic activities aligned with community commitment . |
| Monmouth University | Trustee and Chairman of the Board | Current | Higher-education governance . |
| Hackensack Meridian Health | Trustee/Board Member; Chair of Ambulatory Care | Current | Health system governance . |
| Helen Keller Services for the Blind | Trustee; former Board Chairman | Current/former | Nonprofit leadership . |
| New Jersey Bankers Association | Board Member; past Board Chairman | Current/former | Industry advocacy and standards . |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | 950,000 |
| 2023 | 950,000 |
| 2024 | 965,000 (first NEO base increases since 2019 per program overview) |
2024 perquisites and other fixed benefits (Maher):
- ESOP allocation: $6,439; 401(k) match: $12,075; SERP allocation: $50,432; Life insurance premiums: $3,612; Automobile benefit: $20,186; Club dues: $15,020; Cash dividends on vested restricted stock: $51,296; Total “All Other Compensation”: $159,060 .
Performance Compensation
Annual Cash Incentive Plan (CIP) – Structure and 2024 Outcomes
- Target bonus: $775,000 (80.3% of salary) for 2024 .
- 2024 corporate funding: 84.9% of target; Maher’s actual payout: $888,266 (115% of target) reflecting individual performance modifier .
- 2024 metrics and goals (financial metrics at threshold/target/superior; strategic metrics assessed quantitatively/qualitatively) .
| Metric | Weight (within CIP) | Threshold | Target | Superior | 2024 Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Core Earnings | Financial metric | $84,600,000 | $112,800,000 | $141,000,000 | 66% | 26.2% |
| Core Efficiency Ratio | Financial metric | 69.00% | 59.10% | 44.30% | 72% | 14.5% |
| Net Deposit Growth | Financial metric | -10% | Maintain 7/1/23 level | +10% | 110% | 11.0% |
| Non-Interest Expense | Financial metric | $258,758,500 | $235,235,000 | $211,711,500 | 82% | 8.2% |
| Internal Controls | Strategic metric | See policy-defined criteria | See policy-defined criteria | See policy-defined criteria | 102% | 5.8% |
| Regulatory Compliance & Assessments | Strategic metric | See criteria | See criteria | See criteria | 125% (CRA upgrade was important component) | 9.4% |
| Shareholders, Customers & Community | Strategic metric | See criteria | See criteria | See criteria | 131% | 9.8% |
| Total Corporate Funding | 84.9% of Target |
| Individual (CEO) | 2024 Target Bonus ($) | 2024 Actual Bonus ($) | % of Target |
|---|---|---|---|
| Christopher D. Maher | 775,000 | 888,266 | 115% |
Program safeguards: SEC-compliant clawback; no single-trigger CIC; no repricing; no excise tax gross-ups; hedging/pledging prohibited absent Board approval; independent compensation consultant (Meridian) to advise the Compensation Committee .
Long-Term Incentives (LTI)
- Mix for 2024: 50% time-based RS; 50% performance-based RS; time-based vest in four equal annual installments; performance-based cliff vest after 3 years .
- Performance metrics for PSUs (RS) granted in 2024: 3-year average Relative Core ROAA (40%), 3-year cumulative Relative Core EPS (40%), and 3-year Relative TSR (20%) vs KBW Nasdaq Regional Banking Index (KRX); payout 0–150% .
2024 LTI grants (Maher):
- Time-based RS: 34,876 shares; grant-date fair value included in combined stock awards; vest annually over 4 years starting grant date .
- Performance-based RS (Target/Superior): 34,876 target; 52,314 at superior; vest 3/1/2027, subject to performance .
| Grant (2/28/2024) | Threshold (#) | Target (#) | Maximum/Superior (#) | Vesting |
|---|---|---|---|---|
| Performance-based RS | 17,438 | 34,876 | 52,314 | Cliff vest 3/1/2027 if conditions met |
| Time-based RS | — | 34,876 | — | 25% per year over 4 years from grant date |
Pay-versus-performance alignment: CEO realizable pay for 2022–2024 was ~3% below target, reflecting performance over that period .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Shares owned (excl. options) | 375,940 |
| Options exercisable within 60 days | 433,792 |
| Total beneficial ownership | 809,732 shares (1.4% of outstanding) |
| ESOP shares included | 5,837 |
| Unvested time-based RS included | 72,449 |
| Included PBRS assumptions | Beneficial ownership disclosure includes PBRS at “Superior” levels for 2023, 2024, 2025 grants (34,149; 52,314; 43,310, respectively) . |
| Pledging/Hedging | None of the above directors or officers have pledged shares as of March 25, 2025; anti-hedging/pledging policy in place . |
| Ownership guidelines | CEO: 5x base salary; others: 3x; Maher had been compliant but was not as of 12/31/24 due to stock price volatility; unvested PBRS removed from guideline calculations in 2024 . |
Insider selling pressure indicators:
- 2024 vesting delivered 27,029 shares to Maher (value $401,921 on vest dates), indicating regular taxable vesting events; such events can create periodic liquidity needs within trading windows .
- Upcoming vestings: multiple time-based RS tranches scheduled each March 1 through 2028; performance awards cliff in 2026–2028 (subject to performance) .
- Policy requires pre-clearance and restricts trades to open windows, moderating opportunistic selling risk .
Detailed Vesting Schedule (Time-based RS, as of 12/31/2024)
| Award Tranche | Vest Dates | Shares Vesting |
|---|---|---|
| Legacy TBRS | 3/1/2025 | 1,590 |
| Legacy TBRS | 3/1/2025 | 6,903 |
| 2022 TBRS (12,064 total) | 3/1/2025; 3/1/2026 | 12,064 split evenly |
| 2023 TBRS (17,076 total) | 3/1/2025; 3/1/2026; 3/1/2027 | 17,076 split evenly |
| 2024 TBRS (34,876 total) | 3/1/2025; 3/1/2026; 3/1/2027; 3/1/2028 | 34,876 split evenly |
Stock Options (as of 12/31/2024)
| Tranche | Exercisable | Strike ($) | Expiration |
|---|---|---|---|
| Options | 29,772 | 17.37 | 3/18/2025 |
| Options | 59,677 | 17.28 | 3/16/2026 |
| Options | 73,400 | 29.01 | 3/15/2027 |
| Options | 25,275 | 27.40 | 1/24/2028 |
| Options | 109,060 | 25.20 | 3/01/2029 |
| Options | 133,104 (33,276 unexercisable) | 20.44 | 2/28/2030 |
| Note: December 31, 2024 stock price: $18.10 (for valuation context across tranches) . |
Employment Terms
Key provisions for Maher (Employment Agreement expiring July 31, 2027, auto-renew annually):
- Termination without cause or qualifying resignation: cash equal to greater of (i) remaining salary to term or (ii) one year’s base salary, plus greater of prior-year cash incentive or current-year target; continued life/health/disability up to remaining term or 18 months, whichever is less .
- Change-in-control (double-trigger): if the Bank is adequately capitalized, severance equals up to 3x the sum of base salary plus greater of prior-year bonus or current-year target; total value capped at 3x; 280G cutback applies (no excise tax gross-up) .
- Restrictive covenants: confidentiality; non-compete and non-solicit during term and one year post-termination; arbitration; Delaware indemnification to fullest extent .
- Clawbacks: SEC-compliant and supplemental policy (lookback up to three years) .
Potential payments assuming trigger on 12/31/2024:
| Scenario | Cash Compensation | Benefits (Health/Welfare) | Equity Acceleration | SERP | Total |
|---|---|---|---|---|---|
| Involuntary or Constructive Termination | $2,492,917 | $64,615 | — | $584,971 | $3,142,502 |
| Change in Control (no termination) | — | — | — | $761,457 | $761,457 |
| Involuntary/Constructive Termination after CIC | $5,155,385 | $64,615 | $2,237,088 (vesting terms per notes) | — | $7,457,088 |
| Death/Disability | — | — | $3,815,227 | $584,971 | $4,400,197 |
| Retirement | — | — | $2,237,088 | — | $2,237,088 |
| Voluntary Resignation | — | — | — | $220,721 | $220,721 |
Supplemental Executive Retirement Plan (SERP): company-funded bookkeeping account for Maher; 2024 contribution $50,432; 2024 earnings $27,141; 12/31/2024 balance $531,428; change-in-control acceleration covers present value of next three plan-year credits at 4% discount .
Board Governance
- Role: Chairman and CEO; Board uses independent Lead Director (Chair of Leadership Committee) and holds executive sessions of independent directors at every regularly scheduled meeting; 11 of 13 directors are independent; all Audit, Compensation, Leadership, and Risk Committees are fully independent .
- Committee memberships: Maher serves on no Board committees; he is one of two non-independent directors (with the COO/Bank President) .
- Board activity: The Board held 11 meetings in 2024; all directors attended at least 75% of Board and committee meetings .
- Say-on-pay: 83% support at 2024 annual meeting; continued shareholder outreach and program adjustments cited .
- Governance policies: Codes of Ethics, insider trading window and pre-clearance policy; no hedging/pledging without Board approval; stock ownership guidelines for directors and NEOs .
Dual-role implications:
- Combined Chair/CEO structure can concentrate authority; mitigants include independent Lead Director, independent committees, direct reporting of General Counsel to the Board, and annual CEO evaluation by the Compensation Committee .
- Board asserts current model best fits strategy execution, with periodic review of leadership structure .
Compensation Structure Analysis
- Mix shifts and safeguards: LTI balanced 50/50 between time- and performance-based RS; performance-based awards tied to multi-year relative metrics (ROAA, EPS, TSR) vs KRX with 0–150% payout; hedging/pledging prohibited; robust clawbacks; no single-trigger CIC; no excise tax gross-ups .
- Cash plan refinements: In 2024, added Non-Interest Expense metric (10%) and reduced Efficiency Ratio weighting from 30% to 20%, emphasizing expense discipline .
- Pay positioning: Compensation Committee benchmarks to a peer group (45th percentile assets) and aims for market-median levels; Meridian serves as independent advisor; 2024 say-on-pay support of 83% indicates generally positive investor alignment .
- Ownership alignment: CEO guideline 5x salary; Maher had been in compliance but fell out as of 12/31/24 due to stock volatility; unvested PBRS removed from guideline counts in 2024; no pledging .
- Realizable pay: CEO realizable pay in 2022–2024 was ~3% below target, showing pay moves with outcomes .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; 280G cutback (no gross-ups); robust clawbacks; independent committees; anti-hedging/pledging; no option repricing; insider trading pre-clearance and windows .
- Watch items: Combined Chair/CEO requires continued strong Lead Director function; CEO temporarily out of ownership guideline compliance as of 12/31/24 due to stock price volatility (monitor remediation path) .
Compensation Peer Group (2024)
OceanFirst’s 2024 peer group includes Fulton Financial, Atlantic Union, Customers Bancorp, Eastern Bankshares, WSFS Financial, Independent Bank, WesBanco, First Financial Bancorp, Community Bank System, Provident Financial Services, Sandy Spring Bancorp, Dime Community, Berkshire Hills, Eagle Bancorp, Brookline, Lakeland Bancorp, Park National, ConnectOne Bancorp, Flushing Financial, Univest Financial, Peapack-Gladstone, and City Holding; peers are exchange-traded banks/thrifts in overlapping geographies with assets ~$6–$27B, positioning OCFC near the 45th percentile of peer assets .
Say-on-Pay & Shareholder Feedback
- 2024 advisory approval: ~83% in favor; program changes over recent years reflect investor input, with ongoing outreach (100+ meetings with ~70 institutions in 2024) .
Investment Implications
- Alignment and retention: Significant unvested equity through 2028, performance-contingent PSUs, and SERP support retention; anti-hedging/pledging, ownership guidelines, and clawbacks reinforce alignment, though temporary guideline non-compliance due to stock volatility bears monitoring .
- Incentive levers: 2024 CIP emphasized core earnings, efficiency, deposits, and expense control (corporate funding 84.9%); CEO payout at 115% reflects individual overachievement—sustainability depends on delivering on risk-adjusted profitability and deposit strategy in 2025+ .
- Governance risk: Combined Chair/CEO mitigated by strong independent structures (Lead Director, independent committees); continued robust oversight is key amid bank sector cyclicality .
- Event risk: Double-trigger CIC with up to 3x multiple and equity acceleration create meaningful transaction economics; monitor insider windows around annual March vestings and option expirations (2025–2030) for potential trading flows .