Business Context and Reporting Period
This Form 8-K filing by OceanFirst Financial Corp. (OceanFirst) is dated June 18, 2013. The report discloses the execution of a Supplemental Executive Retirement Plan (SERP) Agreement with Christopher D. Maher, who serves as President and Chief Operating Officer of both the Company and OceanFirst Bank.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material event is the formalization of Mr. Maher's retirement benefits on June 18, 2013, following his initial employment agreement signed on February 22, 2013. This agreement establishes a deferred compensation account credited annually based on a schedule attached to the plan.
Guidance, Outlook, and Management Commentary
The filing details the terms of the SERP Agreement rather than providing financial guidance or outlook. Key terms include:
- Credit Schedule: The Bank will credit an Annual Credit Amount to an Account Balance within 60 days after each Plan Year ends, prior to Mr. Maher's 65th birthday.
- Payout Triggers: Full payment of the Account Balance occurs upon the earlier of March 15, 2032, resignation for "Good Reason," or termination without "Cause."
- Forfeiture: No payment is made if employment terminates for "Cause" prior to age 65. Resignation without "Good Reason" results in forfeiture of contributions and earnings from the preceding five years.
- Change of Control and Death: Provisions exist for payment in the event of a Change of Control prior to age 65. In the event of death during employment prior to age 65, the beneficiary receives the full Account Balance, including the current Plan Year credit, by March 15 of the following year.
Investor Verification Checklist
- Review Exhibit 10.32 (Supplemental Executive Retirement Account Agreement) for the specific Annual Credit Amounts defined in Schedule A.
- Verify the definitions of "Good Reason," "Cause," and "Change of Control" within the agreement to understand payout conditions.
- Confirm the impact of this deferred compensation liability on the Bank's regulatory capital and liquidity ratios.
- Check subsequent filings for any amendments to the agreement or changes in Mr. Maher's employment status.