Patrick Barrett
About Patrick Barrett
Patrick S. Barrett, age 62, is Senior Executive Vice President and Chief Financial Officer of OceanFirst Financial Corp. (and OceanFirst Bank) as of January 1, 2025; he previously served as Executive Vice President and CFO since June 2022 and was Executive Vice President and CFO of First Midwest Bancorp, Inc. from 2017 to April 2022 . Company performance under his finance leadership includes continued profitability with Q3 2025 net income available to common stockholders of $17.3 million ($0.30 diluted EPS) and core diluted EPS of $0.36, alongside net interest margin of 2.91% and core efficiency ratio of 70.30% . The proxy’s “Pay Versus Performance” section ties executive compensation to financial outcomes (Core Earnings, Net Income, and TSR vs KBW Regional Banking Index), evidencing a pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OceanFirst Financial Corp. | EVP & CFO (then SEVP & CFO) | Jun 2022 – present (SEVP effective Jan 1, 2025) | Led finance functions through asset, loan, and deposit growth; supported core earnings focus and CRA rating upgrade context . |
| First Midwest Bancorp, Inc. | EVP & CFO | 2017 – Apr 2022 | Senior finance leadership at a publicly traded regional bank . |
Fixed Compensation
Multi-year compensation (USD) — Summary Compensation Table
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $302,855 | $450,000 | $465,750 |
| Time-based Stock Awards (Grant-date fair value) | $200,060 | $300,011 | $275,000 |
| Performance-based Stock Awards (Target fair value) | — | $303,640 | $272,245 |
| Non-Equity Incentive (Annual Bonus Paid) | $295,550 | $285,120 | $318,375 |
| All Other Compensation | $308,106 | $65,327 | $47,593 |
| Total Compensation | $1,106,571 | $1,404,098 | $1,378,963 |
2024 salary change vs 2023: +3.5% ($465,750 vs $450,000), per Compensation Committee benchmarking .
2024 perquisites and benefits detail (USD)
| Item | Amount |
|---|---|
| ESOP allocation | $6,439 |
| 401(k) company match | $12,075 |
| Life insurance premiums | $5,544 |
| HSA employer match | $2,000 |
| Company-provided automobile benefit | $12,000 |
| Executive physical | $5,000 |
| Cash dividends on vested restricted stock | $9,535 |
| Total “All Other Compensation” | $47,593 |
Performance Compensation
Annual cash incentive — 2024 outcomes and construction
| Component | Metric Weighting | Company Payout % | Weighted Payout % |
|---|---|---|---|
| Core Earnings | 40% noted in program, aggregate table shows component weighting | 66% payout | 26.2% |
| Core Efficiency Ratio | 20% | 72% payout | 14.5% |
| Net Deposit Growth | 10% | 110% payout | 11.0% |
| Non-Interest Expense | 10% | 82% payout | 8.2% |
| Internal Controls | 5% | 102% payout | 5.8% |
| Regulatory Compliance & Assessments | 7.5% | 125% payout | 9.4% |
| Shareholders, Customers & Community | 7.5% | 131% payout | 9.8% |
| Total Plan Funding vs Target | — | — | 84.9% of target |
NEO bonus payout — 2024 (USD)
| Name | 2024 Target Bonus | 2024 Bonus Paid | % of Target |
|---|---|---|---|
| Patrick S. Barrett | $300,000 | $318,375 | 106% |
Long-term incentives — 2024 grants and design
| Grant Date | Time-based RS | Performance-based RS (Target) | Maximum (PSU) | Grant-date FV (Total) | Vesting |
|---|---|---|---|---|---|
| Feb 28, 2024 | 18,444 | 18,444 | 27,666 | $547,245 | Time-based: 25% annually over 4 years; PSUs: cliff vest Mar 1, 2027, 0–150% based on 3-year goals . |
PSU performance metrics and weights: Relative Core ROAA (3-year avg, 40%), Relative Core EPS (3-year cumulative growth, 40%), Relative 3-year TSR (20%) vs KBW Nasdaq Regional Banking Index (KRX); payout range 0%–150% of target .
Vesting schedules (Barrett as of Dec 31, 2024)
| Award Type | Shares | Vesting Dates |
|---|---|---|
| Time-based RS | 5,004 | Equal installments on Mar 1, 2025 and Mar 1, 2026 |
| Time-based RS | 9,486 | Installments on Mar 1, 2025, 2026, 2027 |
| Time-based RS | 18,444 | Equal installments on Mar 1, 2025, 2026, 2027, 2028 |
| PSUs (2023 grant) | — | Vest Mar 1, 2026; 50%–150% of target based on 2023–2025 performance |
| PSUs (2024 grant) | — | Vest Mar 1, 2027; 50%–150% of target based on 2024–2026 performance |
Stock vested in 2024
| Name | Shares Vested | Value Realized |
|---|---|---|
| Patrick S. Barrett | 8,166 | $121,428 |
Equity Ownership & Alignment
Beneficial ownership as of March 25, 2025
| Holder | Shares Owned (Excl. Options) | Options (60-day) | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Patrick S. Barrett | 134,712 | — | 134,712 | <1% |
Ownership framework and policies:
- ESOP allocation: 815 shares .
- Stock ownership guidelines: 3× base salary for non-CEO NEOs; compliance as of Dec 31, 2024 (Barrett in compliance) .
- Anti-hedging/pledging: Prohibits hedging and pledging of Company securities without Board approval; pre-clearance of insider trades required, trading limited to windows; violations subject to penalties .
- Outstanding unvested equity at FY-end 2024 (market value at $18.10/share):
- Time-based RS: 5,044 ($90,572), 9,486 ($171,967), 18,444 ($333,836) .
- Equity incentive plan awards (unearned PSUs): 12,648 ($228,929), 18,444 ($333,836) .
Employment Terms
Employment agreement and restrictive covenants:
- Term through July 31, 2027; auto-renews annually each August 1 absent non-renewal after performance evaluation .
- Termination without cause or qualifying resignation: cash equal to greater of (x) remaining salary through term or (y) 1× base salary, plus greater of prior-year cash incentive paid or current-year target cash incentive; continued life, health, disability coverage for remaining term or up to 18 months .
- Change-in-control (double-trigger): severance equals sum of base salary + greater of prior-year cash incentive or current-year target; multiplied by 3× if Bank is adequately capitalized, capped at 3× (salary + greater of prior-year or target cash incentive); continued benefits; 280G cutback to $1 below excise threshold if beneficial .
- Non-compete and non-solicitation: during term and for one year post termination; disputes resolved by arbitration with prevailing party fees; indemnification to fullest extent of law .
- Clawbacks: SEC/Nasdaq-compliant clawback for erroneously received incentive compensation after accounting restatement, plus supplemental clawback for misconduct/adverse events within 3 years .
Potential payments (as of Dec 31, 2024; USD)
| Scenario | Cash Compensation | Continued Benefits | Accelerated Equity | Total |
|---|---|---|---|---|
| Involuntary or Constructive Termination | $1,203,123 | $61,379 | — | $1,264,502 |
| Change in Control (no termination) | — | — | — | — |
| Involuntary or Constructive Termination following a Change in Control | $1,810,205 | $61,379 | $605,662 (33,462 RS shares; awards ≥1 year old) | $2,477,246 |
| Death/Disability | — | — | $1,440,253 (79,572 RS shares) | $1,440,253 |
| Retirement | — | — | — | — |
| Voluntary Resignation | — | — | — | — |
Investment Implications
- Pay-for-performance alignment: Annual bonus metrics emphasize Core Earnings, efficiency, deposits, and risk/compliance; 2024 plan funded at 84.9% of target, with Barrett paid 106% of target based on individual goals, indicating disciplined calibration while rewarding execution . PSUs link vesting to relative ROAA, EPS growth, and TSR vs KRX across 3 years, aligning with shareholder value creation; payouts range 0–150% .
- Retention risk and severance economics: Auto-renewal contracts and double-trigger CIC protection (up to 3× cash, benefits) reduce unwanted turnover; one-year non-compete/non-solicit mitigates post-departure competitive risk. No excise tax gross-ups and no single-trigger vesting limit shareholder-unfriendly features .
- Insider selling pressure: Time-based RS tranches vest annually through 2028 and PSUs cliff-vest in 2026–2028, creating periodic supply; anti-hedging/pledging and ownership guidelines curtail misalignment, and compliance status reduces net-share retention constraints .
- Ownership alignment: Beneficial ownership of 134,712 shares (<1% of outstanding) and ESOP participation underscore skin-in-the-game; absence of options suggests equity exposure primarily via RS/PSU structures tied to performance and tenure .
- Execution track record: Finance leadership coincides with Q3 2025 core EPS of $0.36, net interest margin 2.91%, and core PTPP EPS of $0.54; deposits rose to $10.44B and loans to $10.56B, supporting profitability and growth, albeit with elevated efficiency ratio reflecting investment and restructuring charges .
- Governance and shareholder feedback: 2024 say-on-pay approval ~83% supports compensation design; robust clawback and prohibition of hedging/pledging further strengthen governance posture .