Joseph Lebel III
About Joseph Lebel III
Joseph J. Lebel III (age 62) is Senior Executive Vice President and Chief Operating Officer of OceanFirst Financial Corp. (Company) and President and COO of OceanFirst Bank, and has served as a director since 2022. He previously held EVP/COO roles at the Company and Bank and earlier served as Chief Banking Officer and Chief Lending Officer; prior to joining OceanFirst, he was a Senior Vice President at Wachovia Bank in leadership and revenue-driving roles . As an inside director, he is designated non‑independent; OceanFirst mitigates combined Chairman/CEO governance risks with a Lead Independent Director, independent committees, and executive sessions at every regular Board meeting . Incentive design ties pay to bank value drivers via annual core financial/strategic metrics and long‑term performance shares based on 3‑year ROAA, EPS growth, and relative TSR versus the KBW Nasdaq Regional Banking Index (KRX) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OceanFirst Financial Corp. | Senior Executive Vice President & COO (Company) | Jan 1, 2025–present | Enterprise operations leadership; execution of strategic/efficiency priorities |
| OceanFirst Bank | President & COO (Bank) | Jan 2021–present | Commercial leadership; market growth; operational execution |
| OceanFirst Financial Corp. | EVP & COO (Company) | Jun 2020–Dec 2024 | Company‑level operating cadence; integration of acquisitions |
| OceanFirst Bank | EVP & COO (Bank) | Jan 2019–Jan 2021 | Lending/operations; scale-up for >$10B asset bank requirements |
| OceanFirst Bank | Chief Banking Officer; Chief Lending Officer | n/d | Sales and credit leadership across core lending franchises |
| Wachovia Bank, N.A. | Senior Vice President (leadership and revenue roles) | n/d | Revenue generation and multi‑function leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auxilior Capital Partners | Board Member | n/d | Equipment finance insights; partnership alignment (Bank minority interest) |
| Nest Investments, LLC | Board Member | n/d | Digital wealth/robo advisory insights (Bank minority interest) |
| New Jersey Chamber of Commerce | Director | n/d | Business community connectivity; policy/regulatory engagement |
| Community Medical Center (RWJBarnabas Health) | Trustee | n/d | Regional healthcare network relationships |
| OceanFirst Foundation | Trustee | n/d | Community investment and stakeholder goodwill |
| St. Joseph & Donovan Catholic Schools | Board Member | n/d | Community and educational engagement |
| Fulfill (Food bank) | Former Trustee | n/d | Social impact; regional brand strength |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $535,000 | $535,000 | $553,725 (3.5% increase) |
| Target Bonus ($) | $676,875 (paid) | $470,250 (paid) | $475,000 target; 85.8% of salary |
| Actual Bonus Paid ($) | $676,875 | $470,250 | $463,766 (98% of target) |
Key design notes:
- Base salaries increased in 2024 after first broad NEO increase since 2019; market benchmarking and performance considered .
- 2024 cash incentive plan added a Non‑Interest Expense metric (10% weight), reducing Core Efficiency Ratio weight to 20% .
Performance Compensation
Annual Cash Incentives – 2024 Framework and Results
| Metric | Weighting | Threshold | Target | Superior | 2024 Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Core Earnings | 40% | $84.6m | $112.8m | $141.0m | 66% | 26.2% |
| Core Efficiency Ratio | 20% | 69.00% | 59.10% | 44.30% | 72% | 14.5% |
| Net Deposit Growth | 10% | -10% | Maintain 7/1/23 level | +10% | 110% | 11.0% |
| Non‑Interest Expense | 10% | $258.76m | $235.24m | $211.71m | 82% | 8.2% |
| Internal Controls | 5% | Qualitative | Qualitative | Qualitative | 102% | 5.8% |
| Regulatory Compliance & Assessments | 7.5% | Qualitative | Qualitative | Qualitative | 125% (CRA upgrade influence) | 9.4% |
| Shareholders, Customers & Community | 7.5% | Qualitative | Qualitative | Qualitative | 131% | 9.8% |
| Total | 100% | — | — | — | — | 84.9% of target funding |
- Individual performance modifiers can adjust executive payout up to 150%; Lebel’s final bonus was 98% of target ($463,766) based on his individual goals .
Long‑Term Incentives – Structure and 2024 Grants
| Component | Metric/Design | Weighting | Vesting | Payout Range | 2024 Grant Detail |
|---|---|---|---|---|---|
| Performance‑based RS | Relative 3‑yr average Core ROAA; 3‑yr cumulative core EPS growth; 3‑yr relative TSR vs KRX | 40% ROAA; 40% EPS; 20% TSR | Cliff vest at end of 3‑yr period (2024 grants vest Mar 1, 2027) | 0%–150% of target | 31,858 shares at target (max 47,787); grant date FV $470,243 |
| Time‑based RS | Fixed service‑based equity | 50% of LTI mix in 2024 | 25% per year over 4 years (beginning grant date) | n/a | 31,860 shares; grant date FV $475,033 |
Performance vesting history (prior grants):
- FY22 performance awards (vesting FY25): 3‑yr avg ROAA target 1.01% vs 0.86%; 3‑yr cumulative EPS target $7.14 vs $5.72; TSR included; payout scales 50%–150% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 671,697 shares; 1.1% of common stock |
| Shares owned (excluding options) | 319,457 |
| Options exercisable within 60 days | 352,240 |
| ESOP allocation | 14,102 shares |
| Spouse holdings | 783 shares |
| Unvested time‑based RS | 66,236 shares across 2022–2025 grants |
| Unvested performance‑based RS (assumes Superior) | 31,303 (2023 grant); 47,787 (2024 grant); 39,562 (2025 grant) |
| Stock ownership guideline | 3x base salary for NEOs; Lebel in compliance as of 12/31/24 |
| Hedging/Pledging | Prohibited without Board approval; none pledged as of 3/25/25 |
Options moneyness at year‑end price $18.10: Older grants at $17.37/$17.28 are in‑the‑money, while grants at $20.44–$29.01 are out‑of‑the‑money, reducing near‑term exercise pressure .
Upcoming Vesting and Potential Selling Pressure
| Date | Time‑based RS scheduled to vest | Notes |
|---|---|---|
| Mar 1, 2025 | 1,468; 6,328; 11,058 (half); 15,654 (one‑third); 31,860 (one‑quarter) | Multi‑tranche annual vesting; subject to service |
| Mar 1, 2026 | 11,058 (remaining half); 15,654 (one‑third); 31,860 (second quarter) | — |
| Mar 1, 2027 | 15,654 (final third); 31,860 (third quarter); 2024 performance awards cliff‑vest subject to goals | |
| Mar 1, 2028 | 31,860 (final quarter); 2025 performance awards cliff‑vest subject to goals |
These dates indicate potential incremental supply from vesting; insider Form 4s should be monitored for net share sales around vesting windows (policy requires trading windows and pre‑clearance) .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement term | Expires July 31, 2027; auto‑renews each Aug 1 unless non‑renewal notice post performance evaluation |
| Severance (no cause/qualifying resignation) | Greater of remaining term base salary or 1 year base salary, plus greater of prior year cash incentive or current year target cash incentive; up to 18 months of life/health/disability benefits |
| Change‑in‑Control (double trigger) | Sum of base salary + greater of prior year cash incentive or current year target; generally multiplied by 3x if Bank adequately capitalized, capped so total ≤3x salary + incentive; benefits continuation; reduction to avoid 280G excise tax if value exceeds threshold |
| Non‑compete & non‑solicit | In‑term and for one year post‑termination; confidentiality obligations; arbitration with prevailing party fee award; indemnification to fullest extent under law |
| Clawback policy | SEC‑mandated clawback for accounting restatements regardless of misconduct; supplemental clawback up to 3 years for restatement or misconduct/overpayment |
| Hedging/Pledging & Insider Trading | Prohibits hedging/pledging without Board approval; trading only in open windows with pre‑clearance; violations subject to penalties |
Board Governance and Service History
- Board service: Director since 2022; committee memberships: none (inside director) .
- Independence: Non‑independent (Officer/President & COO); Board maintains 11 of 13 independent directors .
- Attendance: All directors attended at least 75% of Board and committee meetings in FY2024 .
- Board leadership: Combined Chairman/CEO with Lead Independent Director (Anthony R. Coscia); independent Audit, Compensation, Leadership, and Risk Committees; executive sessions of independent directors at every regular meeting; General Counsel reports directly to Board .
- Executive sessions: Held at each regular Board meeting .
Compensation & Incentives – Additional Analytics
- Program features: No single‑trigger CIC; no repricing of options/SARs without shareholder approval; no excise tax gross‑ups; independent compensation consultant (Meridian) .
- Peer group benchmarking: 2024 peer set includes regional banks (e.g., Fulton Financial, Atlantic Union, Customers, Eastern, WSFS, Independent Bank, WesBanco, Provident, Sandy Spring, ConnectOne, etc.), targeting market median competitiveness; OCFC positioned ~45th percentile by assets .
- Say‑on‑pay: 83% approval at 2024 Annual Meeting; program refined over time with shareholder input .
Performance Compensation – Metric Table (Design specifics)
| Metric | Weight | Target Definition | Vesting/Measurement |
|---|---|---|---|
| Relative Core ROAA (3‑yr avg) | 40% | Strategic‑plan driven goals; relative vs KRX | Cliff vest Mar 1, 2027 for 2024 grant; payout 0%–150% |
| 3‑yr cumulative Core EPS growth | 40% | Strategic‑plan driven goals; relative vs KRX | Same as above |
| Relative 3‑yr TSR (vs KRX) | 20% | Market‑based relative TSR | Same as above |
Equity Grants – Multi‑Year Summary (Lebel)
| Year | Time‑based RS (shares) | FV ($) | Performance RS Target (shares) | Max (shares) | FV ($) |
|---|---|---|---|---|---|
| 2022 | 494,956 | $494,956 | 495,023 | n/d | $495,023 |
| 2023 | 495,084 | $495,084 | 500,994 | n/d | $500,994 |
| 2024 | 31,860 shares | $475,033 | 31,858 shares | 47,787 shares | $470,243 |
Note: 2025 performance award potential “Superior” counts = 39,562 shares (vesting Mar 1, 2028) .
Compensation Structure Analysis
- 2024 shift emphasizes expense discipline: Added Non‑Interest Expense metric (10%), lowered Efficiency Ratio weight; evidences focus on controllable cost levers .
- At‑risk pay maintained: 50% of LTI in performance‑based RS with 0–150% payout range linked to ROAA/EPS/TSR; aligns with shareholder value creation .
- Ownership alignment: NEO stock ownership guidelines (3x salary) with Lebel in compliance; anti‑hedging/pledging; dividends on RSUs paid only when awards vest .
- Risk controls: Annual CRO compensation risk assessment; clawbacks; independent committees and governance guardrails .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none pledged among directors/executives as of Mar 25, 2025 (positive alignment signal) .
- Option repricing: Not permitted without shareholder approval (mitigates pay inflation risk) .
- Change‑in‑control: Double‑trigger; capped and subject to 280G cutbacks (reduces parachute/tax gross‑up risk) .
- Section 16 compliance: No reporting issues disclosed for Lebel in FY2024 (one late Form 4 for another officer only) .
- Say‑on‑pay support: 83% (supportive but monitor trend) .
Equity Ownership – Detailed Breakdown (as of Mar 25, 2025)
| Category | Shares |
|---|---|
| Shares owned (excl. options) | 319,457 |
| Options exercisable within 60 days | 352,240 |
| Total beneficial | 671,697 (1.1% of outstanding) |
| ESOP allocated | 14,102 |
| Unvested time‑based | 66,236 |
| Performance‑based RS outstanding (assuming Superior) | 31,303 (2023); 47,787 (2024); 39,562 (2025) |
Employment & Contracts – Economics Snapshot
| Scenario | Cash Severance | Benefits Continuation | Equity Treatment |
|---|---|---|---|
| Termination without cause or qualifying resignation | Greater of remaining term base salary or 1 year base salary + greater of prior year incentive or current year target | Up to 18 months life/health/disability | Standard award terms apply; acceleration subject to plan/agreement conditions |
| CIC + involuntary/qualifying resignation (double trigger) | Up to 3x base + greater of prior year incentive or current target (capitalization condition; capped ≤3x total) with 280G cutback if beneficial | Continued per above | CIC acceleration provisions apply; subject to service and performance conditions |
Governance and Director Service Implications
- Dual‑role implications: As an officer/director, Lebel is non‑independent and not seated on committees; independent committee structure, Lead Director, and executive sessions are designed to mitigate independence concerns amid combined Chair/CEO structure .
- Board committees: Audit, Compensation, Leadership, Risk, Finance, IT committees exist and are composed of independent directors; Lead Director chairs Leadership Committee .
- Attendance: At least 75% participation by all directors in FY2024 (supports engagement) .
Compensation Committee Analysis
- Committee composition: Independent directors on Compensation Committee; chaired by Jack M. Farris; regular meetings; CRO risk assessment review .
- Consultant: Meridian Compensation Partners, independent; provides market assessments and recommendations; no conflicts of interest .
- Peer benchmarking: Mid‑Atlantic/regional banks in $6–$27B asset range; OCFC ~45th percentile by assets for positioning; aims for market median pay .
Director Compensation (Inside Director)
- Non‑employee director retainers/grants are disclosed separately; Lebel is an employee director with compensation captured in NEO tables rather than director fee schedules .
Performance & Track Record Highlights
- Company achievements linked to leadership: CRA rating upgraded to “Outstanding” in early 2025; continued quarterly dividends (112th consecutive in Feb 2025); investment‑grade Moody’s ratings (A3/P‑2 deposits; Baa3 issuer) .
- Strategic actions: Acquisition of Garden State Home Loans and Spring Garden Capital to enhance residential and construction lending platforms .
Investment Implications
- Alignment: High insider ownership (1.1%) and substantial unvested RS with stringent anti‑hedging/pledging and stock ownership guideline compliance indicate strong alignment and moderated sell pressure, though annual March vesting windows warrant monitoring for Form 4 activity .
- Pay for performance: Balanced incentive design with cost discipline and risk‑sensitive metrics (ROAA, EPS, TSR) supports sustainable value creation; 2024 plan funding at 84.9% reflects disciplined payouts in a competitive environment .
- Retention/CIC protections: Auto‑renewing employment term and double‑trigger CIC (up to 3x, capped/subject to cutback) reduce departure risk but create defined economics in M&A scenarios; no excise gross‑ups and clawbacks enhance shareholder protections .
- Governance: Non‑independent inside director role is offset by robust independent oversight (Lead Director, independent committees, executive sessions); governance structure mitigates dual‑role concerns under combined Chair/CEO .