To: All Member Banks in the Third Federal Reserve District
Attention: Chief Executive Officer
Subject: NOMINATION AND ELECTION OF RESERVE BANK DIRECTORS
As provided by Section 4 of the Federal Reserve Act, an election will be held to choose a successor for the director whose term will expire on December 31, 2025.
Due to other commitments, Christopher D. Maher, chairman and chief executive officer of OceanFirst Financial Corp. and OceanFirst Bank N.A., Toms River, NJ stepped down from his position on the Board as a Class A director. Group 1 banks will elect Mr. Maher's successor to complete one year of an unexpired term beginning April 15, 2025, and serve to fill a three-year term beginning January 1, 2026.
ACTION REQUIRED TO NOMINATE:
Each bank in Group 1 can nominate one candidate for Class A director. The nomination must be made by an authorized officer and entered to the Electronic Election Tool on or before March 25, 2025.
For a nomination to be counted, it must be executed by an authorized officer. The voting authorizations that have been certified are shown for the banks in Groups 1, 2, and 3 in Attachment II. Any member bank that has not designated an officer or officers, or any bank that desires to change its authorization, should do so by resolution of its board of directors.
Eligibility criteria for Class A and Class B directors are summarized in Attachment I.
The banks comprising Groups 1, 2, and 3 are listed in Attachment II. Group 1 consists of banks having capital and surplus of $100,000,000 or more. Group 2 consists of banks having capital and surplus of $10,000,000, but less than $100,000,000. Group 3 consists of banks having capital and surplus of less than $10,000,000. The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available, even though its capital and surplus may change before the polls close.
When two or more banks are subsidiaries of the same holding company, only one of them may nominate and vote in this election. See Attachment III for details. Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.”
Accordingly, banks affected by the foregoing provision of the law are requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, one of such banks to participate in this nomination and election.
ACTION REQUIRED TO VOTE:
On February 24, 2025, the Electronic Election Tool will be open to receive nominations. Please log in to the Electronic Election Tool to submit a nominee. The voting polls will open on March 31, 2025, and will close at 2:00 p.m. on April 14, 2025.
ADDITIONAL INFORMATION:
Inquiries concerning this circular letter should be directed to Marla Chazin, Office of the Secretary, at 215-574-3838, or marla.chazin@phil.frb.org.