David Berninger
About David Berninger
David L. Berninger is Senior Executive Vice President and Chief Risk Officer (CRO) of OceanFirst Financial Corp. and OceanFirst Bank, appointed to Senior EVP effective January 1, 2025 after serving as EVP/CRO since October 11, 2023; he is 57 years old and brings nearly three decades of bank risk leadership including CRO, US Region at ICBC (Apr 2022–Oct 2023) and Deputy CRO/Director of Enterprise Risk Management at Valley National Bank (2015–2022) . He holds a BSBA from Bucknell University and an MBA from Rutgers Graduate School of Management . OceanFirst’s incentive design emphasizes pay-for-performance using core financial and strategic metrics in annual cash incentives and long-term equity with relative ROAA, cumulative EPS growth, and TSR versus the KBW Nasdaq Regional Banking Index (KRX), aligning executive compensation with shareholder value creation and prudent banking practices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OceanFirst Financial Corp. & Bank | Senior EVP & Chief Risk Officer | 2025–present | Leads enterprise risk management, reporting to Board Risk Committee and supporting safe, sound growth . |
| OceanFirst Financial Corp. & Bank | EVP & Chief Risk Officer | Oct 11, 2023–Dec 2024 | CRO transition following prior CRO’s retirement; supports governance refresh and compliance enhancements . |
| Industrial and Commercial Bank of China (US Region) | Chief Risk Officer | Apr 2022–Oct 2023 | Oversaw regional risk across large, complex banking operations . |
| Valley National Bank | Deputy CRO & Director of Enterprise Risk Management | 2015–2022 | Built ERM framework and risk oversight at a regional bank . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NJ Community Development Corporation | Treasurer and Board Member | Not disclosed | Community development and governance engagement . |
| New Jersey Bankers Association | Former Chair, Enterprise Risk Committee | Not disclosed | Sector-wide risk leadership and standards . |
Fixed Compensation
- Specific base salary, target bonus, and cash compensation elements for Berninger are not disclosed in the 2025 proxy; employment agreements listed cover Maher, Barrett, Lebel, and Tsimbinos, and a separate CIC agreement covers Estep, but none are identified for Berninger .
Performance Compensation
OceanFirst’s 2024 cash incentive plan (CIP) metrics and weightings used for executive pay (NEOs; applicability to Berninger not disclosed):
| Bank Performance Metrics | Threshold | Target | Superior | Weighting | Source |
|---|---|---|---|---|---|
| Core Earnings ($) | 84,600,000 | 112,800,000 | 141,000,000 | 40% | |
| Core Efficiency Ratio (%) | 69.00% | 59.10% | 44.30% | 20% | |
| Net Deposit Growth (%) | -10% | Maintain level as of 7/1/23 | +10% | 10% | |
| Non-Interest Expense ($) | 258,758,500 | 235,235,000 | 211,711,500 | 10% |
| Strategic Management Metrics | Examples of Measures | Weighting | Source |
|---|---|---|---|
| Regulatory Compliance & Assessments | Regulatory outcomes, audit results, MRAs, risk assessments | 7.5% | |
| Internal Controls | Policies/procedures, data safeguarding, third-party risk, data governance, ERM enhancements | 5% | |
| Shareholders, Customers, Community | Engagement scores, customer satisfaction, diversity & inclusion, business continuity, M&A integrations | 7.5% |
2024 actual CIP funding results:
| Metric | Weighting | Payout % | Weighted Payout % | Source |
|---|---|---|---|---|
| Core Earnings | 40% | 66% | 26.2% | |
| Core Efficiency Ratio | 20% | 72% | 14.5% | |
| Net Deposit Growth | 10% | 110% | 11.0% | |
| Non-Interest Expense | 10% | 82% | 8.2% | |
| Internal Controls | 5% | 102% | 5.8% | |
| Regulatory Compliance & Assessments | 7.5% | 125% | 9.4% | |
| Shareholders, Customers & Community | 7.5% | 131% | 9.8% | |
| Total CIP Funding | — | — | 84.9% of Target |
Long-term performance equity design:
| LTI Metric (Performance-Based RS) | Weighting | Measurement Window | Peer Benchmark | Vesting | Source |
|---|---|---|---|---|---|
| Relative Core ROAA (3-yr avg) | 40% | 3 years | KRX | Cliff at end of 3 years | |
| Relative Core EPS (3-yr cumulative growth) | 40% | 3 years | KRX | Cliff at end of 3 years | |
| Relative TSR (3-yr) | 20% | 3 years | KRX | Cliff at end of 3 years | |
| Payout Range | — | — | — | 0–150% of target |
Time-based RS awards vest in four equal annual installments, subject to continued service (general program design) .
Equity Ownership & Alignment
- Beneficial ownership for Berninger is not broken out in the stock ownership tables; the company discloses total directors and executive officers as a group held ~5.1% (1,866,146 owned + 1,168,167 options) as of March 25, 2025 .
- Anti-hedging/pledging policy prohibits executive officers from hedging or pledging company stock without Board approval, reinforcing alignment (pre-clearance needed; approvals rare) .
- Clawback policy compliant with SEC/Nasdaq requires recovery of incentive compensation after accounting restatements regardless of misconduct; an additional three-year discretionary clawback can apply after adverse events or misconduct .
- Stock ownership guidelines set minimums for NEOs (CEO 5x salary; other NEOs 3x); these guidelines, as disclosed, apply to NEOs and not necessarily to non-NEO executive officers like Berninger .
Employment Terms
- OceanFirst maintains employment agreements with Maher, Barrett, Lebel, and Tsimbinos, and a separate change-in-control agreement for Estep; no specific employment or change-in-control agreement for Berninger is disclosed in the 2025 proxy .
- For covered executives, severance (without cause or good reason resignation) equals the greater of remaining term salary or one year of base salary plus prior-year or current-year target bonus; benefits continuation up to 18 months; non-compete/non-solicit apply for one year post-termination .
- For covered executives, change-in-control economics use double-trigger; up to 3x salary + greater of prior-year bonus or current-year target bonus if adequately capitalized, subject to 280G cutback; equity acceleration subject to plan terms; no excise tax gross-ups .
Investment Implications
- Compensation alignment is supported by robust clawbacks, executive anti-hedging/pledging, and CRO-led annual compensation risk assessments reviewed by the Compensation Committee—mechanisms that reduce incentive for excessive risk-taking and improve pay-performance integrity .
- Retention/contract visibility: absence of a disclosed employment or CIC agreement for Berninger reduces clarity on his severance protections, making retention economics less transparent versus NEOs with formal agreements; monitor future filings for any updates .
- KPI orientation in incentives—core earnings, efficiency, deposits, expense, and compliance—with 2024 CIP funding at 84.9% of target and strategic components above target (driven in part by CRA rating upgrade prospects) underscores management focus on risk/compliance and cost control, areas directly within the CRO’s remit; sustained outperformance on these metrics would be a positive signal for execution quality .
- Governance and shareholder feedback: 2024 say‑on‑pay approved at ~83%, suggesting broad support for program structure; continued emphasis on performance-based equity with relative KRX benchmarking should maintain external competitiveness without encouraging excessive risk .