Steven Tsimbinos
About Steven Tsimbinos
Senior Executive Vice President, General Counsel, and Corporate Secretary of OceanFirst Financial Corp. and OceanFirst Bank (effective January 1, 2025); previously EVP, General Counsel, and Corporate Secretary since 2016, and First Senior Vice President since 2010. Age 55 as of year-end 2024, with prior experience as General Counsel of Copper River Management, L.P. and partner at Lowenstein Sandler PC . Executive compensation features include double-trigger change-in-control protection, SEC-compliant clawbacks, anti-hedging/pledging policy, and ownership guidelines requiring 3x base salary for NEOs; NEOs (including Tsimbinos) were in compliance as of December 31, 2024 . 2024 say-on-pay approval was ~83% and the cash incentive plan (CIP) funded at 84.9% of target, with individual modifiers driving Steven’s payout to 127% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OceanFirst Financial Corp. / OceanFirst Bank | Senior EVP, General Counsel & Corporate Secretary | 2025–present | Elevated to Senior EVP reflecting expanded leadership; maintains oversight of legal, governance, and corporate secretary functions . |
| OceanFirst Financial Corp. / OceanFirst Bank | EVP, General Counsel & Corporate Secretary | 2016–2024 | Led legal and corporate governance during growth, M&A, and regulatory evolution . |
| OceanFirst Financial Corp. / OceanFirst Bank | First Senior Vice President, General Counsel & Corporate Secretary | 2010–2016 | Established legal frameworks and controls post-financial crisis; supported corporate governance . |
| Copper River Management, L.P. | General Counsel | 2006–2010 | Advised investment manager to family of hedge funds; fiduciary and regulatory oversight . |
| Lowenstein Sandler PC | Partner (Corporate & Securities Law) | pre-2006 | Led complex corporate/securities matters; foundational expertise for public-company governance . |
External Roles
No public-company directorships or external board roles disclosed for Steven Tsimbinos in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 425,000 (31% increase; aligned to market/role) |
| All Other Compensation ($) | 51,731 | 59,226 | 61,123 (see perquisites breakdown below) |
| Total Compensation ($) | 1,185,793 | 1,125,534 | 1,238,330 |
2024 perquisites and benefits detail:
- ESOP allocation: $6,439; 401(k) match: $12,075; life insurance: $3,497; HSA employer match: $0; company-provided automobile: $4,894; country club dues: $8,618; executive physical: $0; cash dividends on vested RS: $25,600; total: $61,123 .
Ownership guidelines and compliance:
- Requirement: 3x base salary for NEOs (CEO 5x); all NEOs except CEO were compliant as of December 31, 2024 (compliance measurement includes ESOP/401k and unvested time-based awards; removed unvested PSUs from compliance in 2024) .
Performance Compensation
Annual Cash Incentive Plan (CIP)
2024 target bonus and outcome:
| Item | Value |
|---|---|
| Target Bonus ($) | 200,000 (47.1% of salary) |
| Actual Bonus Paid ($) | 254,700 (127% of target) |
| Corporate Plan Funding | 84.9% of target |
CIP metrics, weightings, goals, and 2024 payouts:
| Metric | Weight | Threshold | Target | Superior | 2024 Payout % | 2024 Weighted Payout % |
|---|---|---|---|---|---|---|
| Core Earnings | 40% | $84.6M | $112.8M | $141.0M | 66% | 26.2% |
| Core Efficiency Ratio | 20% (reduced from 30%) | 69.00% | 59.10% | 44.30% | 72% | 14.5% |
| Net Deposit Growth | 10% | -10% | Maintain 7/1/23 level | +10% | 110% | 11% |
| Non-Interest Expense | 10% (new metric in 2024) | $258.76M | $235.24M | $211.71M | 82% | 8.2% |
| Internal Controls | 5% | Qualitative/quantitative program targets | Qualitative/quantitative program targets | Qualitative/quantitative program targets | 102% | 5.8% |
| Regulatory Compliance & Assessments | 7.5% | Qualitative/quantitative program targets | Qualitative/quantitative program targets | Qualitative/quantitative program targets | 125% | 9.4% |
| Shareholders, Customers, Community | 7.5% | Qualitative/quantitative program targets | Qualitative/quantitative program targets | Qualitative/quantitative program targets | 131% | 9.8% |
Notes:
- 2024 introduced an explicit Non-Interest Expense metric (10% weight), reducing Efficiency Ratio weight to 20% .
- Strategic components received >100% reflecting pending CRA rating upgrade .
Long-Term Incentives (Equity)
2024 grants (Feb 28, 2024):
| Award Type | Shares | Payout Range | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Time-based RS | 16,767 | N/A | 25% annually; tranches 2025–2028 | 250,011 |
| Performance-based RS (Target) | 16,767 | 0–150% of target | Cliff vest Mar 1, 2027 subject to 3-year performance | 247,496 |
| Performance-based RS (Threshold/Max) | 8,384 / 25,151 | 0–150% of target | Cliff vest Mar 1, 2027 | Included above |
Performance metrics for PSUs:
- Relative Core ROAA (3-year average), 40% weight .
- Relative Core EPS growth (3-year cumulative), 40% weight .
- Relative 3-year TSR vs KRX index, 20% weight .
Prior/future performance awards:
- 2023 PSUs vest Mar 1, 2026 with 0–150% payout range based on 2023–2025 performance .
- 2025 PSUs vest Mar 1, 2028; “assuming Superior” share counts disclosed (Steven: 20,822) .
Equity Ownership & Alignment
Beneficial ownership (as of March 25, 2025):
| Item | Amount |
|---|---|
| Shares owned (excluding options) | 205,548 |
| Shares acquirable within 60 days via options | 192,540 |
| Total beneficially owned | 398,088 |
| Percent of common stock outstanding | <1% (“*” in table) |
| ESOP shares allocated | 7,084 |
Unvested and performance-based equity:
- Unvested time-based RS: 35,168 shares (aggregate across 2022–2025 grants) .
- Performance-based (unearned) shares outstanding at target/placeholder counts: 1,957; 2,761; 12,064; 11,383; 16,767 for various grant years .
- 2023 PSUs measured over 2023–2025; 2024 PSUs over 2024–2026; 2025 PSUs over 2025–2027; payout 0–150% .
Options (strike and expiration detail):
| Options (Exercisable unless noted) | Strike ($) | Expiration |
|---|---|---|
| 13,125 | 17.37 | 3/18/2025 |
| 15,000 | 17.28 | 3/26/2026 |
| 37,500 | 29.01 | 3/15/2027 |
| 12,915 | 27.40 | 1/24/2028 |
| 50,335 | 25.20 | 3/01/2029 |
| 61,432 (15,358 unexercisable) | 20.44 | 2/28/2030 |
In-the-money status as of 12/31/2024 share price $18.10:
- Strikes >$18.10 were out-of-the-money; strikes $17.28 and $17.37 were in-the-money at year-end .
Vesting schedules (specific tranches):
| Award | Tranche | Vest Date |
|---|---|---|
| Time-based RS | 734 | Mar 1, 2025 |
| Time-based RS | 4,142 | Mar 1, 2025 |
| Time-based RS | 6,032 (split) | Mar 1, 2025 and Mar 1, 2026 |
| Time-based RS | 8,538 (split) | Mar 1, 2025, 2026, 2027 |
| Time-based RS | 16,768 (split) | Mar 1, 2025, 2026, 2027, 2028 |
| PSUs (2023 grant) | n/a | Cliff vest Mar 1, 2026, 0–150% |
| PSUs (2024 grant) | n/a | Cliff vest Mar 1, 2027, 0–150% |
| PSUs (2025 grant) | n/a | Cliff vest Mar 1, 2028, 0–150% |
Pledging/hedging and ownership alignment:
- No shares pledged as of March 25, 2025 .
- Anti-hedging/pledging policy (Board approval required in limited cases) .
- Executive officer stock ownership requirement: 3x base salary; compliant as of Dec 31, 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement parties | Employment agreements with Messrs. Maher, Barrett, Lebel, and Tsimbinos |
| Term & renewal | Terms expire July 31, 2027; auto-renew annually each August 1 unless non-renewal notice after performance evaluation |
| Severance (no CIC) | Greater of remaining salary to term end or 1x base salary, plus greater of prior-year cash incentive or current-year target cash incentive; continued life/health/disability benefits for remaining term or up to 18 months |
| Change-in-control (CIC) | Double trigger; if adequately capitalized, payment equals 3x the sum of base salary + greater of prior-year cash incentive or current-year target; total benefits capped at 3x; continued health/welfare benefits; Section 280G cutback to $1 below excise tax trigger if beneficial |
| Equity vesting on CIC | No single-trigger automatic vesting; acceleration governed by award terms and termination following CIC; Company policy disallows single-trigger vesting |
| Restrictive covenants | Confidentiality; non-compete and non-solicitation during term and for one year post-termination; disputes resolved via arbitration; indemnification to fullest extent of law |
| Clawbacks | SEC-compliant clawback covering restatements, plus additional policy allowing recovery after adverse events within 3 years; applies to incentive compensation |
| Insider trading | Pre-clearance required; open trading windows only; violations can result in penalties and discipline |
Compensation Structure Analysis
| Component | Observation |
|---|---|
| Cash vs equity mix | Balanced program with time- and performance-based equity, cash incentives, and fixed pay; no dividends/equivalents on unvested RSUs . |
| Shift in metrics | 2024 added Non-Interest Expense metric (10%) and reduced Efficiency Ratio weight to 20%, increasing focus on expense discipline . |
| At-risk pay | PSUs tied to ROAA, EPS growth, and relative TSR vs KRX with 0–150% range; reinforces multi-dimensional performance alignment . |
| Risk controls | Robust annual compensation risk assessment; double-trigger CIC; no option repricing; no excise tax gross-ups . |
| Peer benchmarking | Compensation reviewed against peer banks (assets $6–$27B), aiming for reasonable range around market median; OCFC positioned at 45th percentile assets vs peers . |
| Say-on-pay | 83% support in 2024, signaling shareholder acceptance of pay design . |
Multi-Year Compensation (NEO Summary for Steven Tsimbinos)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Time-based Stock Awards ($) | 269,992 | 270,028 | 250,011 |
| Performance-based Stock Awards ($) | 269,970 | 273,280 | 247,496 |
| Non-Equity Incentive ($) | 269,100 | 198,000 | 254,700 |
Governance and Committee Context
- Compensation Committee: independent directors; 2024 meetings held 5 times; uses independent consultant Meridian Compensation Partners; annual risk assessment by CRO .
- No hedging/pledging absent Board approval; insider trading policy with pre-clearance and windows .
- Corporate Secretary role: Steven J. Tsimbinos signs Notice of Annual Meeting .
Investment Implications
- Near-term unlocks: Multiple time-based RS tranches vest each March from 2025–2028; PSUs cliff vest in 2026–2028. Monitor March windows for potential insider selling pressure, though hedging/pledging is prohibited and trading requires pre-clearance during windows .
- Alignment: Material equity holdings (205,548 owned; 35,168 unvested time-based RS; PSUs outstanding) and compliance with 3x salary ownership guidelines support alignment; no pledging mitigates overhang risk .
- Pay-for-performance: Cash incentives balanced across profitability, efficiency, deposits, expenses, and governance/ESG; PSUs tied to ROAA, EPS growth, and relative TSR vs KRX with 0–150% payout, reinforcing long-term value creation .
- Retention/CIC economics: Double-trigger CIC with up to 3x salary+bonus equivalents (subject to capitalization, caps, and 280G cutback) plus benefits; one-year non-compete/non-solicit—strong retention protections but manageable shareholder risk (no gross-ups, no single-trigger vesting) .
- Shareholder sentiment: 83% say-on-pay support indicates current design is acceptable; continued focus on expense management and strategic metrics could support future payouts and execution confidence .