OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF
CERTAIN |
Registrant appointed Angela K. Ho as its Chief Accounting
Officer. In that position, she will be the principal accounting
officer of the Registrant. Ms. Ho has previously served as the
Chief Accounting Officer of OceanFirst Bank, the Registrants
wholly owned subsidiary, since September 12, 2016. Prior to
joining the Registrant and OceanFirst Bank, Ms. Ho served as the
controller of Northfield Bank since 2012. Prior to that she had
significant accounting responsibilities at Bank and previously
KPMG.
Financial Officer and Principal Accounting Officer, will continue
in his role as Principal Financial Officer.
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Name and Position
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Age
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Principal Occupation for the Past Five Years
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Officer Since
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Term Expires
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Angela K. Ho
Chief Accounting Officer
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Chief Accounting Officer of the Registrant; Chief
Accounting Officer of OceanFirst Bank |
2017; 2016
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N/A(1)
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Angela K. Ho
Controller
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Controller of Northfield Bank
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2012 – 2016
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Directors
any other persons to which Ms. Ho was selected as Chief
Accounting Officer. Ms. Ho has no family relationship with any
other director or executive officer of the Registrant, nor with
any person nominated or chosen to serve as a director or
executive officer of the Registrant. Ms. Ho is not a director of
any company with a class of securities registered to section 12,
of the Securities Exchange Act of 1934, as amended (the Act),
subject to the requirements of section 15(d) of the Act, or of
any company under the Investment Company Act of 1940.
Registrant or the Bank that require disclosure.
agreements, each dated as of December 5, 2016 (CIC Agreements)
with Ms. Ho. The CIC Agreements provide for a two-year term. The
CIC Agreements provide that the Boards of the Company and the
Bank may, annually, extend the CIC Agreements for an additional
period after conducting a performance evaluation of the
Executive. The CIC Agreements currently expire on December 5,
2018. The CIC Agreements provide that in the event voluntary or
involuntary termination follows a change in control (as defined
in the agreements) of the Bank or the Company, Ms. Ho is entitled
to a severance payment equal to two times her average annual
compensation for the five years preceding termination (or lesser
number of years if the Executive has been with the Company for
less than five years). Annual compensation includes base salary
and bonuses. The Company and the Bank would also continue and pay
for Ms. Hos life, medical and disability coverage for 24 full
calendar months following termination. However, if the amount of
such termination benefits are deemed to be parachute payments as
defined in section 280G of the Code, such termination benefits
will be reduced to an amount $1.00 less than the amount that
triggers such excise tax. The CIC Agreements also provide for Ms.
Ho with certain rights of indemnification.
Ho.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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EXHIBITS
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10.36
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OceanFirst Financial Corp. Two Year Change in Control
Agreement dated December 5, 2016 by and between Registrant and Angela K. Ho |
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10.37
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OceanFirst Bank Two Year Change in Control Agreement
dated December 5, 2016 by and between OceanFirst Bank and Angela K. Ho |
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About OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC)
OceanFirst Financial Corp. is a holding company for OceanFirst Bank (the Bank). The Company is a savings and loan holding company. The Bank’s principal business is attracting retail and business deposits in the communities surrounding its branch offices and investing those deposits primarily in loans, consisting of single-family, owner-occupied residential mortgage loans, and commercial real estate and other commercial loans. The Bank also invests in other types of loans, including residential construction and consumer loans. In addition, the Bank invests in mortgage-backed securities (MBS), securities issued by the United States Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations. The Bank’s revenues are derived principally from interest on its loans, interest on its investment and MBS. The Bank also receives income from fees and service charges on loan and deposit products, wealth management services and others. OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) Recent Trading Information
OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) closed its last trading session down -0.02 at 28.78 with 107,163 shares trading hands.
