Grace Torres
About Grace C. Torres
Grace C. Torres (age 65) is an independent director of OceanFirst Financial Corp. (OCFC) and has served on the board since 2018. She chairs the Audit Committee, is designated an “audit committee financial expert,” and also serves on the Human Resources/Compensation and Leadership (nominating/governance) committees, reflecting deep finance and governance expertise. A CPA in New York with extensive audit and mutual fund oversight experience, she holds a BS in Accounting and Management from New York University. Her prior career includes senior leadership at Prudential Investments and Ernst & Young, and she currently serves as a Trustee of the Prudential Retail Mutual Funds complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Mutual Funds / Prudential Investments LLC | Chief Financial Officer, Treasurer and Principal Financial Officer; Senior Vice President | 1994–2014 | Led finance and reporting for a large fund complex; oversight of financial controls and reporting rigor |
| Bankers Trust | Vice President, Mutual Funds Administration | Not disclosed | Mutual fund administration leadership (operational/oversight) |
| Ernst & Young | Senior Manager, Audit Practice | Not disclosed | Audit of large financial services organizations; core public accounting experience |
| Sun Bancorp, Inc. / Sun National Bank | Director | 2015–Jan 2018 (acquired by OCFC) | Audit, Nominating & Corporate Governance, and Risk Committees; Chair of ALCO Committee |
External Roles
| Organization | Role | Start | Scope/Notes |
|---|---|---|---|
| Prudential Retail Mutual Funds (100+ registered investment companies) | Trustee | 2014 | Board oversight across a large registered funds complex |
Board Governance
- Current OCFC committees: Audit (Chair), Human Resources/Compensation, and Leadership; committee service underscores independence and governance depth.
- Audit Committee: 5 meetings in 2024; committee is entirely independent; Torres is designated an SEC “audit committee financial expert” and signs the Audit Committee Report as Chair.
- Compensation Committee: 5 meetings in 2024; all members independent.
- Leadership (Nominating/Governance) Committee: 4 meetings in 2024; all members independent; oversees board evaluations, director nominations, and ESG oversight.
- Independence and board structure: 11 of 13 directors are independent; independent director executive sessions occur at every regularly scheduled board meeting; the Audit, Compensation, Leadership, and Risk Committees are composed entirely of independent members.
- Attendance: In 2024, the board held 11 meetings; all directors attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
Fixed Compensation
| Year | Cash Fees (Bank + Company + Chair fees) | Other Cash (Dividends on Vested RS) | Total Director Cash | Notes |
|---|---|---|---|---|
| 2024 | $110,000 | $5,750 | $115,750 | Fees reflect base retainers and applicable chair retainers; other comp is cash dividends on vested restricted stock |
- Director retainer framework (effective 2024): Bank retainer $45,000; Company retainer $50,000; Company equity grant ~$50,000. Additional chair retainer: $7,500 per entity (joint committee chairs receive $15,000 total); Lead Director receives $12,500 per entity. Equity vests in equal installments over three years beginning one year after grant.
Performance Compensation
| Equity Award | Year/Grant | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | 2024 | 3,354 | $50,008 | 33.3% per year, beginning one year after grant |
- Unvested director equity: At 12/31/2024, Torres had 5,994 unvested restricted shares outstanding per director compensation disclosure.
- Beneficial ownership disclosure as of 3/25/2025 indicates her reported holdings “include” 5,717 unvested shares under the beneficial ownership methodology. Differences reflect point-in-time counts and partial vesting timing.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Prudential Retail Mutual Funds | Registered Investment Company complex | Trustee | No OCFC-related related-party transactions disclosed in 2024; board moratorium on related-party transactions remains in place. |
- Related-party exposure: The company reports a moratorium on non-banking related-party transactions and discloses no 2024 transactions with directors or their affiliates; the insider loan table shows only an executive officer (not Torres).
- Section 16 reporting: Company states directors and officers complied with Section 16(a) in 2024, except for a late Form 4 by an executive officer (not a director).
Expertise & Qualifications
- CPA (New York); designated Audit Committee Financial Expert under SEC rules.
- Financial leadership of a major mutual fund complex; prior public accounting (EY) and fund administration (Bankers Trust).
- Recognized among Top 50 business executives by Hispanic Business magazine.
- OCFC skills matrix emphasis for finance, audit, and regulatory acumen is met by her background.
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | Options Exercisable/Within 60 Days | Percent of Shares Outstanding | Pledging |
|---|---|---|---|---|
| 3/25/2025 | 21,389 | — | * (<1%) | None pledged by any director/officer as of 3/25/2025 |
- Ownership includes unvested restricted stock per footnotes; for directors similarly situated, unvested awards from 2023–2025 are disclosed with standard 33.3% vesting cadence for director awards.
- Director stock ownership guidelines: directors must hold ≥3x the Company annual retainer; all directors were in compliance as of 12/31/2024.
- Anti-hedging/pledging policy: prohibits hedging and pledging absent board approval; applies to directors.
Governance Assessment
-
Positives
- Audit Chair and SEC-designated financial expert with deep fund governance and audit credentials enhances board oversight of financial reporting and controls.
- Strong engagement: service across Audit, Compensation, and Leadership committees with substantive 2024 meeting cadence; board- and committee-level independence reinforced.
- Alignment: director compensation balanced between cash retainers and multi-year vesting equity; director ownership guidelines met; no pledging.
- No related-party transactions or insider loans involving Torres reported for 2024; company maintains moratorium and clear approval standards.
-
Watch items / contextual considerations
- Combined CEO/Chair structure persists, though mitigated by a Lead Independent Director, independent committees, and executive sessions of independent directors at each scheduled meeting.
- Say-on-Pay support was 83% in 2024—generally supportive but below best-in-class (>90%); continued investor engagement is prudent.
Overall, Torres’s profile (CPA, audit expert, multi-committee service) and chairing the Audit Committee support investor confidence in financial oversight and governance, with low conflict risk and strong ownership alignment.