Kimberly Guadagno

About Kimberly M. Guadagno

Kimberly M. Guadagno (age 65) has served on OceanFirst Financial Corp.’s Board since 2018 and is an independent director per Nasdaq standards by virtue of her seat on the Human Resources/Compensation Committee . She is President and Executive Director of Mercy Center and a partner at Connell Foley LLP; previously, she was the first Lieutenant Governor of New Jersey (2010–2018) and served eight years as New Jersey’s Secretary of State, bringing extensive government relations, regulatory, legal, and managerial expertise to the Board . The Board held 11 meetings in 2024, with all directors (including Ms. Guadagno) attending at least 75% of Board and relevant committee meetings; the Board maintains executive sessions of independent directors at every regularly scheduled meeting and has a Lead Director structure to enhance oversight .

Past Roles

External Roles

Board Governance

• Committee assignments: Human Resources/Compensation Committee member; committee held 5 meetings in 2024 (Chair: Jack M. Farris). All members are independent under Nasdaq .
• Board independence: 11 of 13 directors are independent; independent Lead Director (Anthony R. Coscia) chairs the Leadership Committee .
• Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting .
• Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
• Risk oversight: Joint Risk Committee (independent) provides quarterly reports to the Board; Audit Committee and Compensation Committee integrate risk reviews; Internal Audit and Risk Management attend committee meetings .

Fixed Compensation (Director)

Director retainer structure (effective 2024): Bank annual retainer $45,000; Company annual retainer $50,000; additional retainer for committee chairs $7,500 per entity (joint committees $15,000 total); Lead Director receives an additional $12,500 per entity .

Performance Compensation

• Director equity: Annual grants are time-based restricted stock vesting 33.3% per year, beginning March 1 following grant; no options or performance-conditioned awards for directors are disclosed. 2023–2025 director grants include 2,109 shares (Feb 2023), 3,354 shares (Feb 2024), and 2,778 shares (Feb 2025) with 33.3% annual vesting .
• Deferred plan for directors: Legacy deferred compensation plan is closed to new contributions but maintains prior balances; credits interest at 401(k) Stable Fund + 250 bps; distributions per plan terms .

Performance metric framework (for NEOs; contextual to Compensation Committee oversight):

2024 CIP funding outcome:

Compensation Committee practices: Independent consultant (Meridian) engaged; no conflicts; peer group benchmarking across regional banks; clawback policies (SEC-compliant and supplemental), no excise tax gross-ups, double-trigger change in control, and prohibition on option repricing .

Other Directorships & Interlocks

No other current public company directorships are disclosed in Ms. Guadagno’s biography .

Expertise & Qualifications

• Government and regulatory leadership: Former Lieutenant Governor; eight years as Secretary of State; chaired bipartisan commission to streamline services and reduce regulatory burden; founded NJ Partnership for Action; extensive public sector management experience .
• Legal expertise: Partner at Connell Foley LLP; attorney for more than four decades, bringing legal and governance acumen .
• Community impact: Executive leadership of Mercy Center with large-scale service delivery across languages and programs .

Equity Ownership

Grant cadence and vesting for directors (illustrative): 2,109 shares (Feb 2023), 3,354 shares (Feb 2024), 2,778 shares (Feb 2025), each vests 33.3% per year beginning March 1 following grant .

Governance Assessment

• Strengths

  • Independence and oversight: Independent committee membership; regular executive sessions; Lead Director structure; multiple independent committees (Audit, Compensation, Leadership, Risk) .
  • Pay practices and controls: Robust clawbacks, double-trigger CIC, no excise tax gross-ups, no option repricing; annual CRO-led risk assessment of compensation; independent consultant engagement .
  • Shareholder alignment: Director stock ownership guidelines; anti-hedging/pledging policy; compliance across directors; continued dividend history .
  • Engagement and responsiveness: 83% say-on-pay support in 2024 indicating generally favorable investor view of compensation program design .

• Potential conflicts and monitoring

  • External roles: Law firm partnership and non-profit leadership—no related-party transactions disclosed in 2024; Board moratorium on other transactions reduces conflict risk .
  • Banking extensions: Insider loans limited to ordinary-course compliant terms; disclosed insider loan in 2024 pertains to an executive officer, not directors .

• Attendance/engagement

  • Meets minimum expectations: ≥75% attendance for all directors; Board met 11 times in 2024 .

• RED FLAGS

  • None identified in disclosed materials: No pledging, no related-party transactions involving the director, no hedging, and no disclosed legal proceedings or SEC investigations related to the director .

Insider Trades

• The 2025 proxy does not list Form 4 transactions for directors; no director pledging or hedging is permitted absent Board approval, and none is disclosed as of March 25, 2025 . For current Form 4 activity, refer to SEC filings; none are summarized in the proxy .

Compensation Committee Analysis (context for board effectiveness)

• Composition: Jack M. Farris (Chair), Kimberly M. Guadagno, Grace C. Torres, Patricia L. Turner, Dalila Wilson-Scott; 5 meetings in 2024; all independent .
• Consultant: Meridian Compensation Partners, independent; no conflicts of interest .
• Peer group: 2024 benchmarking peer set of regional banks to position compensation near market median while acknowledging >$10B asset compliance thresholds .
• Metric updates: Added Non-Interest Expense metric (10% weight), reduced Core Efficiency Ratio weight (from 30% to 20%) to sharpen expense discipline .

Say-on-Pay & Shareholder Feedback

• 2024 advisory vote on executive compensation: Approximately 83% approval; Board cites ongoing responsiveness to stockholder input and best practices alignment .

Related Party Transactions

• Policy: Moratorium on transactions with directors/family/affiliates beyond ordinary-course banking; insider loans follow compliant rate policies and approvals; 2024 table shows only an executive officer loan; none involving directors .

Director Compensation Mix (2024 snapshot)

Notes: Mix reflects fees and stock awards plus dividends on vested restricted stock in 2024 .

Committee Assignments, Chair Roles, Expertise

• Assignment: Human Resources/Compensation Committee (member) .
• Chair roles: None disclosed; Compensation Committee chaired by Jack M. Farris .
• Expertise: Government relations, regulatory and legal experience, non-profit leadership .

Independence, Attendance, and Engagement

• Independence: Compensation Committee composed entirely of independent members, including Ms. Guadagno .
• Attendance: ≥75% at Board and committee meetings; Board met 11 times in 2024 .
• Engagement: All directors encouraged to attend Annual Meetings; all then-appointed directors attended the May 19, 2024 meeting virtually .

Director Stock Ownership Guidelines and Compliance

• Requirement: ≥3x annual Company retainer in market value; until compliant, retainers paid in stock and net shares retained upon vesting/exercise .
• Compliance: All directors in compliance at 12/31/2024 .

Equity Award Details (Director)

Governance Signals for Investors

• Positive signals: Independent oversight, robust compensation risk controls (clawbacks; double-trigger CIC), ownership alignment rules, and stable investor support on say-on-pay .
• Watch items: External legal and non-profit leadership roles warrant routine related-party monitoring; no transactions disclosed in 2024 .