Business Context and Reporting Period
This Form 8-K Current Report was filed by OceanFirst Financial Corp. on March 7, 2017, regarding events occurring on March 6, 2017. The filing focuses on corporate governance changes, specifically the appointment of a new executive officer.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current event disclosure and does not contain financial statement data.
Material Changes
- Appointment of Chief Accounting Officer: Angela K. Ho was appointed as Chief Accounting Officer, effective March 6, 2017. She will serve as the principal accounting officer of the Registrant.
- Role Transition: Michael Fitzpatrick, previously serving as both Principal Financial Officer and Principal Accounting Officer, will continue solely as Principal Financial Officer.
- Executive Background: Ms. Ho previously served as Chief Accounting Officer of OceanFirst Bank (the Registrant's subsidiary) since September 2016 and as Controller of Northfield Bank from 2012 to 2016.
Compensation, Risks, and Contingencies
- Change in Control Agreements: Ms. Ho entered into Change in Control (CIC) Agreements with both the Company and the Bank dated December 5, 2016. These agreements have a two-year term expiring December 5, 2018, subject to annual extension.
- Severance Provisions: In the event of voluntary or involuntary termination following a change in control, Ms. Ho is entitled to a severance payment equal to two times her average annual compensation for the preceding five years (or lesser tenure). This includes base salary and bonuses.
- Benefits Continuation: The agreements provide for continued life, medical, and disability coverage for 24 full calendar months post-termination.
- Excise Tax Reduction: If termination benefits are deemed "parachute payments" under Section 280G of the Code, benefits will be reduced to $1.00 less than the amount triggering the excise tax.
- Related Party Transactions: The filing states there are no related party transactions requiring disclosure and no family relationships between Ms. Ho and other directors or officers.
Investor Verification Checklist
- Verify the effective date of Angela K. Ho's appointment as Chief Accounting Officer (March 6, 2017).
- Confirm the terms of the Change in Control Agreements, specifically the two-year duration and the 2x average annual compensation severance multiplier.
- Review the resignation or role adjustment of Michael Fitzpatrick regarding his accounting duties.
- Check for any future filings regarding the annual performance evaluations required to extend the CIC Agreements.