John Barros
About John F. Barros
Independent non-employee director of OceanFirst Financial Corp. (OCFC); age 51; director since 2023. Committees: Finance and Risk. The Board states that the Audit, Compensation, Leadership, and Risk Committees are composed entirely of independent directors; Barros serves on the Risk Committee, supporting his independence. Barros is Managing Principal at Civitas Builder; previously Managing Principal at Cushman & Wakefield (2021–2023) and Chief of Economic Development for the City of Boston (2014–2021). He holds a BA from Dartmouth College and a master’s in public policy from Tufts University. Skills include construction/commercial real estate and Boston-market expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Boston | Chief of Economic Development | 2014–2021 | Led economic development initiatives for the City of Boston |
| Cushman & Wakefield | Managing Principal | 2021–2023 | Senior leadership in commercial real estate services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Civitas Builder | Managing Principal | Current | Business focused on community-improving real estate; founder/operator |
| Trustees of Charitable Donations (City of Boston) | Chair | Current | Public fiduciary/charitable stewardship role |
| Commodore Builders | Board of Advisors | Current | Advisor to a construction firm |
Board Governance
- Committee assignments: Finance Committee (member); Risk Committee (member). 2024 meetings: Finance (4); Risk (4).
- Independence: OCFC states Audit, Compensation, Leadership, and Risk Committees are composed entirely of independent directors; Barros serves on Risk.
- Attendance: Board held 11 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings.
- Tenure: Director since 2023.
- Board size/composition context: 13 directors, with 11 independent; independent lead director model with executive sessions at each regular meeting.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Risk | Member | 4 | Committee composed entirely of independent directors per OCFC governance disclosure |
| Finance | Member | 4 | Chair and at least one other director must be independent |
Fixed Compensation
- Director retainer structure (effective 2024): Regular director annual retainers of $45,000 (Bank) and $50,000 (Company); committee chair additional $7,500 for Bank and $7,500 for Company (joint committee chairs receive $15,000 total); lead director additional $12,500 for Bank and $12,500 for Company; annual equity grant paid in restricted stock, vesting in equal installments over three years beginning one year after grant.
| Component | Amount | Notes |
|---|---|---|
| Annual Bank Retainer (Regular Director) | $45,000 | 2024 schedule |
| Annual Company Retainer (Regular Director) | $50,000 | 2024 schedule |
| Committee Chair Retainer (each of Bank/Company) | $7,500 | $15,000 total if joint committee |
| Lead Director Retainer (each of Bank/Company) | $12,500 | Additional to regular retainers |
| Company Equity Grant | $50,000 | Restricted stock; 3-year ratable vest starting 1 year post-grant |
- 2024 individual director compensation (OCFC fiscal year ended 12/31/2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Options ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| John F. Barros | 95,000 | 50,008 | — | — | 145,008 |
Mix signal: Barros’s 2024 compensation split reflects ~$95k cash retainers and ~$50k equity grant, consistent with OCFC’s pay mix for non-employee directors (time-based RSUs vesting over three years).
Performance Compensation
- Equity awards and vesting terms:
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Feb 2024 | Restricted Stock | 3,354 | 50,008 | Vests 33.3% per year commencing March 1 of the year after grant (3 years) |
| Feb 2025 | Restricted Stock | 2,778 | — | Vests 33.3% per year commencing March 1 of the year after grant (3 years) |
- Options: No outstanding options for Barros as of 12/31/2024.
Other Directorships & Interlocks
- Public company directorships: None disclosed in OCFC 2025 proxy biography (current or within last five years).
- Notable external affiliations: Chair, Trustees of Charitable Donations for the City of Boston; Board of Advisors, Commodore Builders (construction). No OCFC-disclosed related-party transactions involving these affiliations in 2024.
Expertise & Qualifications
- Former Chief of Economic Development for the City of Boston; extensive construction and commercial real estate experience.
- Governance/leadership in civic and advisory bodies (City of Boston trustees; Commodore Builders advisory board).
- Education: BA (Dartmouth); Master’s in public policy (Tufts).
Equity Ownership
- Stock ownership guidelines for non-employee directors: minimum holding equal to 3× the annual Company retainer; newly elected directors must comply within three years; until met, retainers are paid in stock, and net vested shares must be retained. All directors were in compliance as of 12/31/2024.
- No pledging of shares by directors as of 3/25/2025; anti-hedging/pledging policy applies to directors.
| Ownership (as of 3/25/2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 6,594 | Less than 1% of outstanding |
| Unvested restricted shares (included above) | 5,014 | 3,354 granted Feb 2024; 2,778 granted Feb 2025; 33.3%/yr vest starting March 1 after grant |
| Options (exercisable + unexercisable) | 0 | No outstanding options for Barros as of 12/31/2024 |
| Percent of common stock outstanding | <1% | Based on OCFC methodology and share count used for insiders table |
| Shares pledged as collateral | None | OCFC reports no pledging by directors as of 3/25/2025 |
Governance Assessment
- Board effectiveness/fit: Barros’s real estate and urban economic development background aligns with OCFC’s commercial banking and credit risk oversight; his assignment to the Risk and Finance Committees leverages these skills.
- Independence and oversight: Serving on the Risk Committee (comprised entirely of independent directors) supports independent risk oversight; governance framework includes executive sessions and a lead independent director model.
- Engagement: All directors met at least the 75% attendance threshold in 2024 across Board and committee meetings; Board held 11 meetings.
- Pay alignment: 2024 compensation comprised of standard cash retainers and a time-based RSU grant with three-year ratable vesting, reinforcing long-term alignment; no option awards.
- Ownership alignment: Subject to 3× retainer ownership guideline; all directors in compliance as of year-end 2024; no pledging permitted or reported.
- Conflicts/related-party exposure: OCFC placed a moratorium on other transactions with directors/families/affiliates; OCFC disclosed no such transactions in 2024; loans to insiders follow regulatory standards and disclosed example relates to an executive officer, not directors.
- Regulatory/insider compliance: OCFC believes directors complied with Section 16(a) in 2024; single late Form 4 noted for a non-director (Brian Schaeffer).
RED FLAGS: None disclosed for Barros—no pledging, no related-party transactions in 2024, no option repricings, compliant with ownership guidelines, and committee service consistent with independence and expertise.