Nicos Katsoulis
About Nicos Katsoulis
Independent director of OceanFirst Financial Corp. since 2019; age 65. Current committee assignments: Audit Committee (appointed in 2025) and Risk Committee, where he serves as Chair. Background: former EVP/Commercial Real Estate at OceanFirst Bank (retired Nov 2018); previously EVP & Chief Lending Officer at Sun National Bank and Atlantic Bank of New York. Education: London School of Economics and Columbia University Graduate School of Business. He has been an active investor in commercial real estate, dry bulk shipping, and renewable energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OceanFirst Bank, N.A. | EVP, Commercial Real Estate; retired Nov 2018 | –2018 | Senior credit/lending leadership; CRE expertise |
| Sun National Bank | EVP & Chief Lending Officer | Joined OFB via Sun acquisition Jan 2018 | Oversaw C&I and CRE lending |
| Atlantic Bank of New York | EVP & Chief Lending Officer | – | Lending leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State Bancorp., Inc. | Director (prior) | – | Prior public company board experience |
| Personal investment activities | Investor | Ongoing | Active in commercial real estate, dry bulk shipping, renewable energy |
Board Governance
| Item | Detail | Notes |
|---|---|---|
| Primary committees | Risk (Chair); Audit (Member) | Risk Committee Chair; appointed to Audit Committee in 2025 |
| Committee independence | Audit Committee members are “independent” under Nasdaq and SEC heightened standards | Confirms independence status; he is listed as a member |
| Committee meeting cadence (2024) | Audit: 5 meetings; Risk: 4 meetings | FY2024 cadence |
| Board attendance (2024) | 11 Board meetings; all directors attended ≥75% of Board and committee meetings | Meets engagement threshold |
| Annual meeting attendance | All directors then appointed virtually attended the May 19, 2024 Annual Meeting | Engagement signal |
Director election and say-on-pay vote outcomes (context)
| Matter | 2024 Result | 2025 Result |
|---|---|---|
| Nicos Katsoulis – Director election (For / Withheld / Broker non-votes) | 43,849,467 / 505,876 / 6,301,328 | 41,575,410 / 1,223,720 / 5,661,945 |
| Say-on-Pay (For / Against / Abstain / Broker non-votes) | 36,259,390 / 7,692,922 / 403,031 / 6,301,328 | 38,708,307 / 3,507,798 / 583,025 / 5,661,945 |
| Prior-year SoP support (disclosed in proxy) | ~83% of votes cast supported SoP in 2024 | Disclosure in 2025 proxy |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $110,000 | Consistent with base director retainers plus committee chair retainer |
| Stock awards (grant-date fair value) | $50,008 | 3,354 restricted shares granted in 2024; 3-year vesting |
| Option awards | — | No new options granted in 2024 |
| All other compensation | $5,750 | Cash dividends on vested restricted stock |
| Total | $165,758 | FY2024 director compensation total |
Director retainer framework (effective 2024):
- Regular director annual retainers: Bank $45,000; Company $50,000; Company equity grant $50,000 (restricted stock, 3-year vest) .
- Additional retainer for committee chairs: Bank $7,500; Company $7,500; if joint committee, chair retainer totals $15,000 (Risk is a joint committee) .
Performance Compensation
| Equity metric | 2024 Value | Vesting/Terms | Performance Conditions |
|---|---|---|---|
| Annual restricted stock grant | 3,354 shares | Vests 33.3% per year over 3 years, beginning March 1 following grant | None (time-based) |
| Options outstanding (12/31/2024) | 11,811 (vested & exercisable) | Legacy awards; no unvested options disclosed | Not applicable for 2024 awards; strike/expiry not disclosed |
- Director equity is time-based; no performance metrics apply to non-employee director grants .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| State Bancorp., Inc. (prior) | Director | Not disclosed | No interlocks disclosed with OCFC customers/suppliers |
Expertise & Qualifications
- Commercial banking leadership with deep C&I and commercial real estate lending experience across multiple institutions; Board-level risk oversight as current Risk Committee Chair .
- Audit oversight exposure as a 2025 appointee to the Audit Committee (independence and audit oversight responsibilities) .
- Education: London School of Economics; Columbia University Graduate School of Business .
- Investment activity across CRE, shipping, and renewable energy sectors, relevant to credit/risk perspectives .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares owned (excl. options) | 28,571 | 31,349 |
| Options exercisable within 60 days | 11,811 | 11,811 |
| Total beneficial ownership | 40,382 | 43,160 |
| Percent of common outstanding | <1% (asterisked) | <1% (asterisked) |
| Unvested restricted shares included in ownership | 5,994 | 5,717 |
| Notable footnotes | Includes 3,022 shares held by spouse | Includes 3,022 shares held by spouse |
Ownership alignment and policies:
- Director stock ownership guidelines require each non-employee director to own Company stock ≥3x annual Company retainer; all directors were in compliance as of Dec 31, 2024 .
- Anti-hedging/pledging policy applies to directors; hedging and pledging are prohibited absent prior Board approval in limited circumstances .
Governance Assessment
- Board effectiveness: As Risk Committee Chair and Audit Committee member, Katsoulis anchors oversight of credit, enterprise risk, and financial reporting; his CRE and lending background is directly relevant to OCFC’s risk profile .
- Independence and engagement: Audit Committee membership confirms independence under Nasdaq and SEC heightened standards; met attendance expectations (Board held 11 meetings in 2024; all directors attended ≥75%); attended the 2024 annual meeting .
- Shareholder support: Re-elected in 2025 with 41,575,410 votes “For” vs 1,223,720 “Withheld”; say‑on‑pay support in 2025 was 38,708,307 “For” vs 3,507,798 “Against” (context for overall governance climate) .
- Pay and alignment: 2024 director pay mix is primarily cash retainers plus time‑vested restricted stock; no performance-conditioned director equity; outstanding options are legacy and fully vested; consistent with alignment via stock ownership guidelines .
- Related‑party/loans: Company policy requires any director/officer loans to be on market terms, approved by a majority of the full Bank Board with interested directors abstaining; no specific related‑party transactions involving Katsoulis are disclosed .
- Potential red flags to monitor:
- External investment activity (CRE, shipping, renewable energy) while serving as Risk Chair could create perceived conflicts if counterparties overlap with OCFC borrowers; however, no specific related‑party transactions are disclosed and policy safeguards apply .
- Option holdings are legacy; no new director option grants in 2024; equity awards are time-based RS, which reduces performance linkage but supports ownership alignment .
Overall: Strong risk and credit oversight credentials with confirmed independence and solid shareholder support; alignment reinforced by stock ownership compliance and time‑vested equity. Monitor potential related‑party exposure given outside investments and continue to track committee workload/attendance and shareholder feedback trends .