ORIT Oritani Financial Corporation

PROXY STATEMENT FOR THE
2017 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 21, 2017

This Proxy Statement and accompanying Proxy Card and the Annual Report to Stockholders are being furnished to the stockholders of Oritani Financial Corp. (sometimes referred to as the "Company") in connection with the solicitation of proxies by the Board of Directors for use at the 2017 Annual Meeting of Stockholders. The Annual Meeting will be held on Tuesday, November 21, 2017, at 9:00 a.m., local time, at The Estate at Florentine Gardens, 97 Rivervale Road, River Vale, New Jersey 07675. The term "Annual Meeting," as used in this Proxy Statement, includes any adjournment or postponement of such meeting.

This Proxy Statement is dated October 12, 2017 and is first being made available to stockholders on or about October 12, 2017.

The 2017 Annual Meeting of Stockholders

Purpose of the Annual Meeting

To consider and vote on the election of two directors, the ratification of the appointment of Crowe Horwath LLP as Oritani Financial Corp.'s independent registered public accounting firm for the fiscal year ending June 30, 2018, the consideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement, and the consideration of an advisory, non-binding resolution with respect to the frequency that our stockholders will vote on our executive compensation.

Vote Required

Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is withheld.  The ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm and the approval of the advisory non-binding resolutions with respect to our executive compensation as described in the Proxy Statement and the frequency of such "say-on-pay" votes will be determined by a majority of the votes cast, without regard to broker non-votes or proxies marked "ABSTAIN."  While the advisory votes with respect to our executive compensation are required by law, they will neither be binding on Oritani Financial Corp. nor the Board of Directors, nor will they create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Oritani Financial Corp. or the Board of Directors.

Your Board of Directors

Recommends A Vote in Favor of

The Proposals

Your Board of Directors unanimously recommends that stockholders vote "FOR" the election of each nominee listed in this Proxy Statement, "FOR" the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018, "FOR" the advisory, non-binding resolution with respect to the executive compensation described in this Proxy Statement and "ONE YEAR" with respect the frequency of future stockholder votes on our executive compensation.

Who Can Vote

The Board of Directors has fixed September 29, 2017 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Oritani Financial Corp. common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting. On September 29, 2017, a total of 46,180,504 shares of Oritani Financial Corp. common stock were outstanding and held by approximately 1,902 holders of record. The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Oritani Financial Corp. common stock is necessary to constitute a quorum at the Annual Meeting.

How Many Votes You Have

Each holder of shares of Oritani Financial Corp. common stock outstanding on September 29, 2017 will be entitled to one vote for each share held of record. However, Oritani Financial Corp.'s certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then-outstanding shares of common stock of Oritani Financial Corp. are not entitled to any vote with respect to the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate, as well as by any person acting in concert with such person or entity.

Matters to Be Considered

The purpose of the Annual Meeting is to vote on the election of two directors, to ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018,  and to approve an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement.

You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. You also may be asked to vote on a proposal to adjourn or postpone the Annual Meeting. Oritani Financial Corp. could use any adjournment or postponement for the purpose, among others, of allowing additional time to solicit proxies.

How to Vote

We are making our proxy material available to our stockholders on the Internet. You may read, print and download our 2017 Annual Report to Stockholders and our Proxy Statement at http://www.cstproxy.com/oritani/2017 (or through the Investor Relations tab of our website at www.oritani.com ).  On October 12, 2017, we mailed a Notice to stockholders containing instructions on how to access our proxy materials and vote online. On an ongoing basis, stockholders may request to receive proxy materials in printed form by mail or electronically by email.

You may vote your shares by Internet, by telephone, by regular mail or in person at the Annual Meeting. Each of these voting options is described in the Notice. You should complete and return your Proxy Card, or vote using the Internet or telephone voting options, in order to ensure that your vote is counted at the Annual Meeting, or at any adjournment of the Annual Meeting, regardless of whether you plan to attend.  If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted "FOR" the election of the two director nominees named in this Proxy Statement, "FOR" the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018, "FOR" the   advisory non-binding proposal with respect to the executive compensation as described in this Proxy Statement, and "ONE YEAR" with respect to the frequency of future stockholder votes on our executive compensation.

To access your online proxy card, please visit http://www.cstproxy.com/oritani/2017 and follow the on-screen instructions.  The Notice previously provided to you contains the necessary codes required to vote online or by telephone. If you wish to vote by telephone, please call 1-866-894-0537 using a touch-tone phone and follow the prompted instructions. You may also vote by mail by requesting a paper proxy card using the instructions provided in the Notice. Finally, you may vote in person at the Annual Meeting.

If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to vote in person at the Annual Meeting. If you want to vote your shares of Oritani Financial Corp. common stock that are held in street name in person at the Annual Meeting, you will need a written proxy in your name from the broker, bank or other nominee who holds your shares.

The Board of Directors is currently unaware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies on the Proxy Card in their best judgment.

Participants in Oritani Financial Corp. Benefit Plans

If you are a participant in the Oritani Bank Employee Stock Ownership Plan or another benefit plan through which you own shares of Oritani Financial Corp. common stock, you will have received with this Proxy Statement voting instruction forms with respect to shares you may vote under the plans.  Although the trustee or administrator votes   all shares held by the plan, each participant may direct the trustee or administrator how to vote the shares of Oritani Financial Corp. common stock allocated to his or her plan account.  If you own shares through any of these plans and do not vote, the respective plan trustees or administrators will vote the shares in accordance   with the terms of the respective plans.

Quorum and Vote Required

The presence, in person or by properly executed proxy, of the holders of a   majority of the outstanding shares of Oritani Financial Corp. common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted solely for the purpose of determining whether a quorum is present. A proxy submitted by a broker that is not voted is sometimes referred to as a broker non-vote.

Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which we are instructed to "WITHHOLD" authority to vote for the nominees being proposed .   However, any nominee for director in an uncontested election who receives a greater number of votes marked "WITHHOLD" than votes "FOR" his or her election shall tender his or her resignation for consideration by the Nominating, Corporate Governance and Compliance Committee of the Company.  The Committee shall recommend to the Board the action to be taken with respect to the resignation.  Any Director who tenders his or her resignation pursuant to this provision shall not participate in the Committee's or the Board's deliberations as to whether to accept the resignation. Should this situation occur, the Board would publicly disclose its decision within 90 days of the certification of the election results .

The ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the year ending June 30, 2018 will be determined by a majority of the votes cast, without regard to broker non-votes or proxies marked "ABSTAIN."

As to the advisory, non-binding resolution with respect to our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote "FOR" the resolution; (ii) vote "AGAINST" the resolution; or (iii) "ABSTAIN" from voting on the resolution.  The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or proxies marked "ABSTAIN", is required for the approval of this non-binding resolution.  While this vote is required by law, it will neither be binding on Oritani Financial Corp. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, Oritani Financial Corp. or the Board of Directors.

As to the advisory, non-binding resolution with respect to the frequency of future "say-on-pay" votes, a stockholder may vote to hold future votes on executive compensation (i) every "ONE YEAR"; (ii) every "TWO YEARS"; (iii) every "THREE YEARS"; or (iv) may "ABSTAIN" from voting on the proposal. Generally, approval of any matter presented to stockholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by Oritani Financial Corp.'s stockholders. Even though this vote will neither be binding on Oritani Financial Corp. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Oritani Financial Corp. or the Board of Directors, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency that advisory votes on executive compensation will be included in our proxy statements.

Revocability of Proxies

You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:

·	submitting written notice of revocation to the Corporate Secretary of   Oritani Financial Corp. prior to the voting of such proxy;

·	submitting a   properly executed proxy, either online, by telephone or by mail, bearing a later date;

·	voting in person at the Annual Meeting; however, simply attending the Annual Meeting without voting will not revoke an earlier proxy.

Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:

Oritani Financial Corp.

370 Pascack Road

Township of Washington, New Jersey 07676

Attention:    Philip M. Wyks, Corporate Secretary

If your shares are held in street name, your broker votes your shares and you should follow your broker's instructions regarding the revocation of proxies.

Solicitation of Proxies

Oritani Financial Corp. will bear the entire cost of soliciting proxies from you. In addition to the solicitation of proxies by mail, Oritani Financial Corp. will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Oritani Financial Corp. common stock and secure their voting instructions. Oritani Financial Corp. will reimburse such holders of record for their reasonable expenses in taking those actions. If necessary, Oritani Financial Corp. may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders, personally or by telephone, facsimile or letter. We have retained Alliance Advisors, LLC, a proxy soliciting firm, to assist in the solicitation of proxies for the Annual Meeting.  Alliance Advisors, LLC will receive a total fee of $10,500, plus out-of-pocket expenses, for their assistance with this meeting as well as other matters.

Recommendation of the Board of Directors

Your Board of Directors unanimously recommends that you vote "FOR" the election of each nominee listed in this Proxy Statement, "FOR ^" the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2018, " FOR " the advisory, non-binding resolution with respect to the executive compensation described in this Proxy Statement and " ONE YEAR " with respect the frequency of future stockholder votes on our executive compensation.

Security Ownership of Certain Beneficial Owners and Management

Persons and groups who beneficially own in excess of 5% of the issued and outstanding shares of the Company's common stock are required to file certain reports with the Securities and Exchange Commission (the "SEC").  The following table sets forth certain information regarding persons who beneficially owned more than five percent of the Company's issued and outstanding shares of common stock using the ownership totals per their SEC filings, as well as the Company's 46,180,504 shares outstanding as of September 29, 2017.

(1)	Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on January 9, 2017.

(2)	Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2017.

(3)	Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2017.

(1)	Each person effectively exercises sole, or shared with spouse, voting power as to the shares reported.  For Mr. Hirschfeld, total includes shares awarded under the 2011 Equity Incentive Plan, 4,000 of which have not yet vested.

(2)

Includes shares held in the 401(k) plan and allocated shares in the employee stock ownership plan as well as shares held by immediate family members, in an individual retirement account, by companies in which the individual maintains a controlling interest or in a trust in which the individual is a trustee.

*   Less than 1.0%.

Section 16(a) Beneficial Ownership Reporting Compliance

Oritani Financial Corp. common stock is registered with the SEC pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act").  The officers and directors of the Company and beneficial owners of greater than 10% of the Common Stock are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership of the Common Stock.  SEC rules require disclosure in the Company's Proxy Statement or Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of the Common Stock to file a Form 3, 4, or 5 on a timely basis.  Based on the Company's review of ownership reports, no officer or director failed to file ownership reports on a timely basis for the fiscal year ended June 30, 2017.

The Board of Directors currently consists of seven members and is divided into three classes, with one class of directors elected each year.  Two directors will be elected at the Annual Meeting to serve for a three-year period and until their respective successors have been elected and shall qualify.

The Board has nominated James J. Doyle, Jr. and John J. Skelly, Jr. for election as directors, each of whom has agreed to serve if so elected. Please refer to the sections entitled "―Directors and Executive Officers" and "Security Ownership of Certain Beneficial Owners and Management" for additional information regarding the nominees.

It is intended that the proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to the nominees) will be voted at the Annual Meeting "FOR" the election of the nominees.  If the nominees are unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board may recommend.  At this time, the Board knows of no reason why the nominees would be unable to serve if elected.  Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.

The Board Recommends a Vote " FOR " Each of the Nominees listed in this Proxy Statement.

Directors and Executive Officers

Following is a summary of the relevant business experience for each of the Company's directors and executive officers.  All directors have held their present positions for at least five years unless otherwise stated.  Each director is also a director of Oritani Bank.

Nominees for Director

James J. Doyle, Jr., age 67, is retired.  Previously, he served as the President and Chief Executive Officer of Chilton Memorial Hospital from 1991 until 2004, and also as a consultant to The Chilton Memorial Hospital's Foundation Board until 2008.  Mr. Doyle has also served as Executive Vice President of Atlantic Health System from 1994 until 1998, and Executive Vice President of the Valley Health System from 1998 until 2002.  Mr. Doyle has significant executive management experience, overseeing administrative, finance, marketing and human resources activities.

John J. Skelly, Jr., age 77, is the President and Chief Executive Officer of West Side Management, which owns and manages affordable and low-income housing developments located in New Jersey, New York and Maryland.  Mr. Skelly also served as the Deputy Commissioner of Housing for the City of New York and was a founding Board Member for Habitat for Humanity of Greater Jersey City.  Mr. Skelly has extensive experience with real estate development and finance. 

Continuing Directors

Terms to Expire 2018

John M. Fields, Jr. , age 54, has been employed by the Company since 1999 and currently serves as Executive Vice President and Chief Financial Officer.  He is also responsible for information technology, investor relations, electronic banking and deposit operations, as well as investment and treasury functions.  Prior to 1999, Mr. Fields was chief accounting officer and controller at a local publicly-traded financial institution.  Mr. Fields is a certified public accountant and a member of the Board of Directors of the Bergen County Habitat for Humanity.  In September, 2016, Mr. Fields was appointed to fill the remaining term of Michael DeBernardi, who resigned from the Board upon his retirement from full time employment.

Robert S. Hekemian, Jr., age 57, has been with the 78-year-old, family-owned Hekemian & Co., Inc. since 1982, becoming President and Chief Operating Officer in 2004.  Hekemian & Co. and its affiliates own, manage and develop apartments, shopping centers and mixed-use projects primarily throughout New Jersey, Maryland, Virginia, New York and Pennsylvania.  Mr. Hekemian has been involved in all aspects of real estate development and acquisitions throughout his career.

Terms to Expire 2019

Nicholas Antonaccio, age 70, is President of CMA Enterprises LLC, a financial advisory firm founded by Mr. Antonaccio in 2000.  Previously, Mr. Antonaccio was the chief financial officer at a variety of public and private companies, including serving for five years as Senior Vice President and Chief Financial Officer of Copelco Capital, Inc.  Mr. Antonaccio has extensive financial and public company expertise, with responsibilities that have spanned all major areas of financial management, including financial operations and contract, tax, treasury, financial planning, credit, information technology, human resources and risk management.

Harvey R. Hirschfeld, age 69, is President and Director of Brooklyn, New York-based Plaintiff Funding Holding Inc. (d/b/a "LawCash").  Mr. Hirschfeld is a graduate of Farleigh Dickinson University and has more than 35 years experience in consumer and commercial lending as well as financial administration.  Mr. Hirschfeld also serves as Chairman of the American Legal Finance Association.  Mr. Hirschfeld previously served as Senior Vice President, Chief Operating Officer and a Director of HealthShield Capital Corporation and as Senior Vice President, Chief Operating Officer and Director of Franklin Credit Management Corporation, a publicly traded company specializing in real estate mortgage and portfolio acquisitions.

Kevin J. Lynch, age 71, has been the President and Chief Executive Officer of Oritani Bank since 1993 and served as President and Chief Executive Officer of Oritani Financial Corp. since its creation in 1998.  Mr. Lynch is also a director of Pentegra Services Inc., a national provider of full-service retirement programs.  Mr. Lynch is a former Chairman of the New Jersey League of Community and Savings Bankers and served as a member of its Board of Governors for several years, a former director of the FHLB-NY and served on its Executive, Compensation, and Housing Committees, and also served on the Board of Directors of Thrift Institutions Community Investment Corp.  Mr. Lynch is a member of the Professional Development and Education Committee of the American Bankers Association.  He is a member of the American Bar Association and a former member of the Board of Directors of Bergen County Habitat for Humanity.

Executive Officers of the Bank Who Are Not Also Directors

Thomas Guinan , age 53, has been employed by the Company since 2003 and currently serves as Executive Vice President and Chief Lending Officer.  Prior to that, Mr. Guinan served as a senior vice president of commercial lending at a local financial institution.  Mr. Guinan is responsible for overseeing all aspects of the retail and commercial lending operations of Oritani Bank, including originations, portfolio growth and developing strategies to enhance the bank's market share and profitability.

Louis A. Manderino , age 62, has been employed by Oritani Bank since 2010.  Effective September, 2016, Mr. Manderino serves as Executive Vice President, Chief Credit Officer and Chief Risk Officer.  Prior to joining Oritani, Mr. Manderino served as Chief Credit Officer at a local financial institution.

Philip M. Wyks , age 63, has been employed by the Company since 1976 and currently serves as Senior Vice President and Secretary.  Mr. Wyks is also responsible for facilities management.  In addition, Mr. Wyks is a former director of Thrift Institutions Community Investment Corporation, a subsidiary of the New Jersey League of Community Bankers.

Kurt Breitenstein , age 49, began employment with the Company in October, 2016 as a Senior Vice President and Commercial Lending Officer.  Mr. Breitenstein has over 25 years credit and lending experience.

 Michele M. Calise, age 59, began employment with the Company in 2016.   She currently serves as Senior Vice President and Retail Banking Officer.  Previously, Ms. Calise was Senior Vice President and Chief Retail Officer at a local institution.  Ms. Calise has a long history in commercial banking where she oversaw all sales and service activities for over 90 branches in New Jersey and New York.

David Garcia , age 53, has been with the Bank since 2008 and currently serves as Managing Director of the Bank's subsidiary, Oritani Finance Company.  Prior to joining Oritani, Mr. Garcia served as a director-level officer at a New York investment bank.  Mr. Garcia has over 25 years of lending experience.

 Ann Marie Jetton , age 51, has been employed by Oritani Bank since 2000 and currently serves as Senior Vice President and Principal Accounting Officer.  Prior to that, Ms. Jetton served as Controller at a local publicly-traded financial institution.

Anne Mooradian , age 56, has been employed by Oritani Bank since 1985 and currently serves as Senior Vice President and Human Resources Officer.  Ms. Mooradian has also held branch retail positions at Oritani Bank.

Paul M. Cordero , age 62, has been employed by Oritani Bank since 1980 and currently serves as Vice President and is responsible for loan servicing.

Paul C. Skinner , age 55, began employment with the Company in 2008 as Vice President and Chief Information Officer.  Prior to that, Mr. Skinner served as Senior Vice President of information technology and operations at a local financial institution.  Mr. Skinner is responsible for information technology, deposit operations, electronic banking and also serves as the Company's privacy officer.

Corporate Governance, Code of Ethics and Business Conduct

Oritani Financial Corp. is committed to maintaining sound corporate governance principles and the highest standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations.

The Board has adopted the following codes and guidelines:

Code of ethics for the executive officers (including the principal executive officer, principal financial officer and principal accounting officer) and directors,

·	Code of ethics for all employees,

·	Corporate governance guidelines for directors,

·	Stock ownership guidelines,

·	Anti-hedging policy,

·	Equity retention policy, and

·	Insider trading policy.

These codes and guidelines are designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. These documents are available through links under the Investor Relations tab on the Company's website at www.oritani.com .  Amendments to and waivers from the code of ethics and corporate governance guidelines for directors and executive officers are disclosed on the Company's website.

Director Independence

The Board has determined that, except as to Mr. Lynch and Mr. Fields, each member of the Board is an "independent director" within the meaning of the Nasdaq Stock Market corporate governance listing standards and the Company's corporate governance policies.  Mr. Lynch and Mr. Fields are not considered independent as each is an executive officer of the Company.

In addition, the Board of Directors has appointed Mr. Antonaccio as Lead Director.  In this capacity, Mr. Antonaccio chairs the meetings of the independent directors and other meetings of the Board when the Chairman is excused or absent.  Mr. Antonaccio also acts as liaison between the Chairman and the independent directors.

During fiscal 2017, Directors John J. Skelly, Jr., James J. Doyle, Jr. and John M. Fields, Jr. had residential mortgage loans with Oritani Bank.  Additionally, Oritani Bank had loans outstanding to entities in which Directors Hekemian and Skelly had some form of ownership interests.  As of June 30, 2017, such loans pertaining to Mr. Hekemian totaled $15.2 million and such loans pertaining to Mr. Skelly totaled $14.8 million.  These loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public, and did not involve more than the normal risk of collectability or present other unfavorable features.

Mr. Lynch has served as our Chairman of the Board since 1998 and Chief Executive Officer since 1993.  Based on its most recent review of the Board leadership structure, the Board has determined that this leadership structure is optimal for the Company because it provides the Company with strong and consistent leadership.  Given the current regulatory and market environment, the Board believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive and effective leadership, and ensures effective communication between management and the Board.  In addition, this leadership structure allows Mr. Lynch to more effectively execute the Company's strategic initiatives and business plans.  The independent directors, led by its Lead Director, will continue to periodically review the Board's leadership structure to ensure that it is most appropriate for the Company.

Board Meetings and Committees

The Board of Directors of Oritani Financial Corp. met eighteen times and the Board of Directors of Oritani Bank met sixteen times during the fiscal year ended June 30, 2017.  All directors attended all Board and Committee meetings during fiscal 2017, including Board and committee meetings of Oritani Bank.  Executive sessions of the independent directors are regularly scheduled.  Each of the Company's directors attended the Company's 2016 Annual Meeting of Stockholders.

The Company and Oritani Bank have five standing Board committees.  These committees are the Compensation and Human Resources Committee; the Nominating, Corporate Governance and Compliance Committee; the Audit Committee; the Risk Committee and the Loan Committee.  The charters for each of these committees are available through links under the Investor relations tab on the Company's website at www.oritani.com .

Compensation and Human Resources Committee

The Compensation and Human Resources Committee, consisting of Messrs. Skelly, Jr. (Chair), Antonaccio, Doyle and Hirschfeld, is responsible for human resources policies, salaries and benefits, incentive compensation, executive development and management succession planning.  Each member of the Compensation and Human Resources Committee is independent in accordance with the listing standards of the Nasdaq Stock Market.  The Compensation and Human Resources Committee met four times during fiscal 2017.  No member of the Compensation and Human Resources Committee receives any compensation, directly or indirectly, from the Company, other than for serving on the Board of Directors of the Company.  Such compensation received by Compensation and Human Resources Committee members from the Company is described below in this Proxy Statement.

The role of the Compensation and Human Resources Committee is to review annually the compensation levels of the executive officers and directors and to recommend compensation changes to the Board of Directors.  The Compensation and Human Resources Committee also administers and has discretionary authority over the issuance of equity awards under the Company's equity plans.  Our executive officers are generally not engaged directly with the Compensation and Human Resources Committee in setting the amount or form of executive officer or director compensation.  However, as part of the annual performance review for our executive officers other than the Chief Executive Officer, the Compensation and Human Resources Committee considers the Chief Executive Officer's recommendations with respect to designing our compensation program.  In addition, the Compensation and Human Resources Committee may delegate to management certain of its duties and responsibilities, including the adoption, amendment, modification or termination of benefit plans.  Please see "Compensation Discussion and Analysis-Role of the Compensation and Human Resources Committee" for further details regarding the role of the Compensation and Human Resources Committee in designing our compensation program.

In addition, the Compensation and Human Resources Committee has sole authority and responsibility to approve the engagement of any compensation consultant it uses and the fees for those services.  For the 2017 fiscal year, the Compensation and Human Resources Committee engaged a compensation consulting firm, GK Partners (or the "consultant"), to provide advice or recommendations on the amount or form of executive and director compensation.  GK Partners has experience in, and knowledge of, the financial services industry. GK Partners does not provide any other services to the Company or Oritani Bank.

The Compensation and Human Resources Committee considered the independence of GK Partners in light of the SEC rules and Nasdaq Stock market listing standards.  The Compensation and Human Resources Committee considered the following factors in connection with the engagement of GK Partners: (1) other services provided by GK Partners to the Company or Oritani Bank; (2) fees paid as a percentage of GK Partners' total revenue; (3) policies or procedures maintained by GK Partners designed to prevent a conflict of interest; (4) any business or personal relationships between GK Partners and the Compensation and Human Resources Committee; (5) any Company common stock owned by GK Partners; and (6) any business or personal relationships between our executive officers and GK Partners.  The Compensation and Human Resources Committee discussed these considerations and concluded that the work performed by GK Partners involved in the engagement did not raise any conflict of interest.

Nominating, Corporate Governance and Compliance Committee

The Nominating, Corporate Governance and Compliance Committee, consisting of Messrs. Doyle, Jr. (Chair), Antonaccio, Hirschfeld and Skelly, is responsible for identifying individuals qualified to become board members and recommending a group of nominees for election as directors at each annual meeting of stockholders, ensuring that the board and its committees have the benefit of qualified and experienced independent directors, determining the size and composition of the Board of Directors and its committees and monitoring a process to assess Board effectiveness and in developing and implementing the Company's corporate governance guidelines.  The Committee is also responsible for monitoring of compliance and Community Reinvestment Act-related matters.  Each member of the Nominating, Corporate Governance and Compliance Committee is independent in accordance with the listing standards of the Nasdaq Stock Market.  The Nominating, Corporate Governance and Compliance Committee met twelve times during fiscal 2017.

Board Nominations

The Nominating, Corporate Governance and Compliance Committee identifies nominees by evaluating the current members of the Board willing to continue in service.  Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective.  If any member of the Board does not wish to continue in service, or if the Nominating, Corporate Governance and Compliance Committee or the Board decides not to re-nominate a member for re-election, or if the size of the Board is increased, the Nominating, Corporate Governance and Compliance Committee would solicit suggestions for director candidates from all Board members and may consider candidates submitted by stockholders.  In addition, the Nominating, Corporate Governance and Compliance Committee is authorized by its charter to engage a third party to assist in the identification of director nominees.  The Nominating, Corporate Governance and Compliance Committee would seek to identify a candidate who at a minimum satisfies the following criteria:

·	has the highest personal and professional ethics and integrity and whose values are compatible with those of the Company;

·	has experiences and achievements that have given him/her the ability to exercise and develop good business judgment;

·	is willing to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;

·	is familiar with the communities in which the Company operates and/or is actively engaged in community activities;

·	is involved in other activities or interests that do not create a conflict with his/her responsibilities to the Company and its stockholders; and

·	has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily a special interest group or constituency.

The Nominating, Corporate Governance and Compliance Committee will also take into account whether a candidate satisfies the criteria for "independence" in accordance with the listing standards of the Nasdaq Stock Market, and, if a candidate with financial and accounting expertise is sought for service on the Audit Committee, whether the individual qualifies as an "audit committee financial expert."  The Nominating, Corporate Governance and Compliance Committee does not maintain a specific diversity policy, but the diversity of the Board is considered in the review of the candidates.  Diversity includes not only gender and ethnicity, but various perspectives that come from having differing viewpoints, geographic and cultural backgrounds, and life experiences.

Procedures for the Consideration of Board Candidates Submitted by Stockholders

  The Nominating, Corporate Governance and Compliance Committee has adopted procedures for the consideration of Board candidates submitted by stockholders.  Stockholders can submit the names of candidates for director by writing to the Chair of the Nominating, Corporate Governance and Compliance Committee, at Oritani Financial Corp., 370 Pascack Road, Township of Washington, New Jersey 07676.  The submission must include the following information:

·	a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating, Corporate Governance and Compliance Committee;

·	the qualifications of the candidate and why this candidate is being proposed;

·

the name and address of the nominating stockholder as he/she appears on the Company's books, and number of shares of the Company's common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder's ownership will be required);

·	the name, address and contact information for the nominated candidate, and the number of shares of common stock of the Company that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder's ownership should be provided);

·	a statement of the candidate's business and educational experience;

·	such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;

·	a statement detailing any relationship between the candidate and the Company and between the candidate and any customer, supplier or competitor of the Company;

·	detailed information about any relationship or understanding between the proposing stockholder and the candidate; and

·	a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must also comply with the procedural and informational requirements described in "Advance Notice of Business to Be Conducted   at an Annual Meeting."

Stockholder Communications with the Board

A stockholder of the Company who wants to communicate with the Board or with any individual director can write to the Chair of the Nominating, Corporate Governance and Compliance Committee at Oritani Financial Corp., 370 Pascack Road, Township of Washington, New Jersey 07676.  The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership.  Depending on the subject matter, the Chair will:

·	forward the communication to the director(s) to whom it is addressed;

·	handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or

·	not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

At each Board meeting, the Chair of the Nominating, Corporate Governance and Compliance Committee will present a summary of all communications received since the last meeting and make those communications available to the directors upon request.

Audit Committee

The Audit Committee, consisting of Messrs. Antonaccio (Chair), Doyle, Hirschfeld and Skelly, is responsible for providing oversight relating to our financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board.  Each member of the Audit Committee is independent in accordance with the listing standards of the Nasdaq Stock Market and under Securities and Exchange Commission Rule 10A-3.  The Board of Directors believes that Mr. Antonaccio qualifies as an "audit committee financial expert" as that term is defined in the rules and regulations of the Securities and Exchange Commission.  The Audit Committee met fifteen times in fiscal 2017.

The duties and responsibilities of the Audit Committee include, among other things:

·	sole authority for retaining, evaluating and removing the Company's independent registered public accounting firm to audit the annual financial statements;

·	in consultation with the independent registered public accounting firm and the internal auditor, reviewing the integrity of Oritani Financial Corp.'s financial reporting processes, both internal and external;

·	reviewing the financial statements and the audit report with management and the independent registered public accounting firm;

·	reviewing earnings and financial releases and quarterly and annual reports filed with any governmental body; and

·	reviewing and pre-approving engagements for audit and non-audit services by the independent registered public accounting firm.

The Audit Committee reports to the Board of Directors on its activities and findings.

Audit Committee Report

Pursuant to rules and regulations of the Securities and Exchange Commission, this Audit Committee Report shall not be deemed incorporated by reference to any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Oritani Financial Corp. specifically incorporates this information by reference, and otherwise shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

Management has the primary responsibility for the Company's internal controls and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and issuing an opinion thereon, and for providing an attestation report on management's assessment of internal control over financial reporting. The Audit Committee's responsibility is to monitor and oversee these processes. As part of its ongoing activities, the Audit Committee has:

·	reviewed and discussed with management and the independent registered public accounting firm the Company's audited consolidated financial statements for the fiscal year ended June 30, 2017; and

·	reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees , as adopted by the PCAOB; and

·

received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the audit committee concerning independence, and discussed with the independent registered public accounting firm its independence from the Company.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and be filed with the SEC.

The Audit Committee

Nicholas Antonaccio (Chair)    James J. Doyle, Jr.

Harvey R. Hirschfeld    John J. Skelly, Jr.

Transactions with Certain Related Persons

Federal law and regulations generally require that all loans or extensions of credit to executive officers and directors must be made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Oritani Bank or the Company and must not involve more than the normal risk of collectability or present other unfavorable features.  However, applicable regulations permit executive officers and directors to receive the same terms through loan programs that are widely available to other employees, as long as the director or executive officer is not given preferential treatment compared to the other participating employees.  Oritani Bank offers a loan program to all full time employees and directors that allows for a 25 basis point discount on the rate of a first mortgage loan on the individual's primary residence that remains in effect as long as the employee maintains employment with Oritani Bank or the director maintains service to the Company, and the loan pays as agreed.

Section 402 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director.  There are several exceptions to this general prohibition, one of which is applicable to Oritani Bank.  The provisions of this section of Sarbanes-Oxley do not apply to loans made by a depository institution that is insured by the FDIC and is subject to the insider lending restrictions of the Federal Reserve Act.  All loans to the Company's directors and officers are made in conformity with the Federal Reserve Act and Regulation O.

The aggregate amount of our loans to our executive officers and directors, and their related entities, was $31.2 million at June 30, 2017.  These loans were performing according to their original terms at June 30, 2017. See "Director Independence" for additional information regarding loans to our executive officers and directors, and their related entities.

Executive Compensation

Compensation and Human Resources Committee Interlocks and Insider Participation

Our Compensation and Human Resources Committee determined the salaries paid to the Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer.  None of the members of the Compensation and Human Resources Committee was an officer or employee of Oritani Financial Corp. or Oritani Bank during the fiscal year ended June 30, 2017, or is a former officer of Oritani Financial Corp. or Oritani Bank.

During the fiscal year ended June 30, 2017: (i) no executive of Oritani Financial Corp. served as a member of the Compensation and Human Resources Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation and Human Resources Committee of Oritani Financial Corp.; (ii) no executive officer of Oritani Financial Corp. served as a director of another entity, one of whose executive officers served on the Compensation and Human Resources Committee of Oritani Financial Corp.; and (iii) no executive officer of Oritani Financial Corp. served as a member of the Compensation and Human Resources Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of Oritani Financial Corp.

Compensation and Human Resources Committee Report

Pursuant to rules and regulations of the Securities and Exchange Commission, this Compensation and Human Resources Committee Report shall not be deemed incorporated by reference to any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Oritani Financial Corp. specifically incorporates this information by reference, and otherwise shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

The Compensation and Human Resources Committee of the Company has reviewed and discussed the section of this Proxy Statement entitled "Compensation Discussion and Analysis," as required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation and Human Resources Committee

John J. Skelly, Jr (Chair)    Nicholas Antonaccio

James J. Doyle    Harvey R. Hirschfeld

Compensation   Discussion and Analysis

Fiscal 2017 Financial Performance

The Company had another year of consistently strong business performance during its 2017 fiscal year, and our results were in line with our economic forecasts, our annual business plans and our overall corporate strategy. We believe that Oritani is among the most productive community banks in our geographical region as measured by our assets, earnings and total shareholder return. The highlights of our fiscal year 2017 performance include:

 

·	Net income of $49.1 million

·	Return on assets of 1.24% (in the top quartile of our peers)

·	Efficiency ratio of 37.8% (in the top quartile of our peers)

·	Retail deposit growth of 11.3%

In fiscal 2017, our asset growth rate was 12.8%.  Our total assets increased $468.3 million to $4.14 billion at June 30, 2017, from $3.67 billion at June 30, 2016.  This growth was fueled by the execution of our strategic initiative of growing our loan portfolio to maximize profitability and shareholder value.  Our loan portfolio increased $434.7 million to $3.57 billion at June 30, 2017, from $3.13 billion at June 30, 2016.  The growth rate was 13.9%.  Our net income of $49.1 million included the cost of a balance sheet restructure that was executed primarily to reduce interest rate risk and enhance profitability in future periods.  Our operations resulted in $1.14 of basic earnings per common share.  Our shareholders participated in the earnings through dividends that totaled $1.20 per share during the fiscal year.  The dividend distributions consisted of regular quarterly dividends of $0.175 per share paid on August 19, 2016, November 18, 2016, February 17, 2017 and May 19, 2017, and a special dividend of $0.50 per share paid on December 23, 2016.  

Executive Summary

Our compensation program is designed to provide competitive compensation that is effective in rewarding our Named Executive Officers commensurate with the Company's performance, as well as in maintaining the stability and retention of our highly-experienced senior management team. The Compensation and Human Resources Committee (the "Committee") routinely reviews our executive compensation practices to ensure marketplace competitiveness, as well as to ensure that these practices are aligned with our corporate compensation philosophy, regulatory requirements, and evolving best practices in corporate governance.  Highlights of our program include:

 

Summary of Shareholder Engagement

Following the annual meeting of Oritani Financial Corp. in November 2016, the Committee carefully considered the results of our shareholders' advisory vote ("Say-on-Pay") on Oritani's fiscal 2016 executive compensation program for our Named Executive Officers.  At that 2016 annual meeting, approximately 68% of the votes cast were in support of the compensation program disclosed in our proxy statement. This was a lesser percentage than was voted in the fiscal 2014 and fiscal 2015 Say-on-Pay votes (that were voted at approximately 94% and 71%, respectively) even though our corporate compensation philosophy, and our administration of Named Executive Officer compensation, has remained consistent throughout this recent three-year period.

Before and during fiscal 2017, senior management met with numerous Oritani shareholders in various forums including investor conferences, in-person individual meetings, conference calls, "non-deal road shows", and at our annual meeting. During these shareholder discussions and engagements, management responded to all questions and comments, and addressed all concerns raised by our shareholders concerning overall market and economic conditions, as well as with regard to our most recent financial results, our strategic plans, our dividend policy, our joint venture disposition status, and other relevant topics. We actively sought feedback from our shareholders with respect to the recent Say-on-Pay vote results and we did not receive any specific shareholder input on this issue.  During fiscal 2018, we are increasing our shareholder outreach efforts (including affirmative outreach to our largest shareholders) with the objective of engaging shareholders representing not less than 50% of the voting interests in our stock on the topics of executive compensation and corporate governance, as well as any other relevant issue or concerns that they may express. Overall, we believe that our shareholder relations have been constructive and positive, and we will endeavor to increase and improve those relations to the extent of our shareholders' interests and concerns may allow.

Compensation Philosophy and Objectives

The goal of the Executive Compensation Program is to enable the Company to attract, develop, and retain strong executive officers capable of maximizing the Company's performance for the benefit of its stockholders.  The Company's compensation philosophy is to provide competitive compensation opportunities that are aligned with its financial performance and the generation of value for stockholders through stock-price appreciation.  The Company's focus is on retaining and motivating key executives, maintaining profitability, asset quality and loan growth, while controlling expenses.  In recent years, the Company has refined its compensation philosophy to emphasize the current use of annual cash incentives (i.e., versus stock compensation) and thereby focus and balance management's attention not only on long-term value creation, but also on the achievement of annual business plan objectives. The Company believes that previous equity awards (i.e., stock compensation) under the 2011 Equity Incentive Plan have been effective in providing management with strong economic incentives to increase shareholder value, and serve the Company well by ensuring the retention of key executives. The Company's compensation philosophy has been adjusted to emphasize cash incentive opportunities among its top officers. Therefore, in recent years, no stock compensation awards (e.g., restricted stock or stock options) have been made to the Named Executive Officers of the Company. The Company believes that previous stock awards combined with current cash incentives provide a balanced and effective overall executive compensation program.

This discussion is focused specifically on the compensation of our Named Executive Officers, each of whom is named in the Summary Compensation Table which appears later in this section.  

Roles of the Compensation and Human Resources   Committee and Executive Officers

The Compensation and Human Resources Committee (the "Committee") assists the Board of Directors in discharging its responsibilities regarding the Company's compensation and benefit plans and practices.  Authority granted to the Committee is established in its charter, which is available through links under the Investor Relations tab on the Company's website at www.oritani.com .  The Committee met nine times in fiscal 2017.  One of the responsibilities of the Committee is to provide, on an annual basis, final approval of the significant components of the total compensation of the Named Executive Officers.  In making these determinations, the Committee considered the Named Executive Officer's level of job responsibility, the compensation paid by peers for similar levels of responsibility, industry survey data regarding executive compensation, the financial condition and performance of the Company, and an assessment of the Named Executive Officer's individual performance.  The Committee also strongly considered the recommendations of the Chief Executive Officer regarding the other Named Executive Officers.  Input from the Chief Executive Officer was critical in ensuring that the Committee had the information needed to make informed compensation decisions.  The Chief Executive Officer participates in compensation-related activities purely in an informational and advisory capacity and he presents the other Named Executive Officers' performance summaries and recommendations relating to their compensation to the Committee for its review and approval.   The Chief Executive Officer does not provide any input or attend portion of meetings related to the evaluation of his performance and the determination of his compensation.

Use of Outside Advisors and Survey Data.  For the 2017 fiscal year, as in prior years, the Committee used industry survey data from an independent source and also engaged an independent compensation consulting firm to assist it in performing its duties.  The independent source of industry survey data utilized by the Committee was the Crowe Horwath 2016 NJBA Bank Compensation and Benefits Survey, New Jersey Survey Report.  This report provides timely and reliable information on wages, salaries, employee benefits, and compensation practices and trends for financial institutions in our market area.   The Committee engaged GK Partners to assist in their review of Named Executive Officers compensation.  GK Partners has previously been engaged by the Committee.  GK Partners produced a compensation analysis that was used for the 2017 fiscal year and is dated June 17, 2016 (the "GK Partners 2016 Report").  The Committee's careful consideration and approval of the peer comparators was based on its understanding that the selected peer banking institutions should represent an appropriate group of comparator companies including many of the Company's direct business competitors (i.e., those companies with whom Oritani competes for banking customers, as well as those companies with whom Oritani competes for management-level talent), and also other companies that are deemed to be reasonable comparators based on their asset size, their mix of banking business, and other organizational and financial characteristics that are similar to those of the Company.  The peers selected for the GK Partners 2016 Report for purposes of compiling peer data were all publicly traded financial institutions that were considered reasonable competitors based on size, profitability, market capitalization, lines of business and regional location and considered appropriate peers as of the date of the report.  The specific peer group consisted of:

·

Beneficial Bancorp, Inc.; Bridge Bancorp, Inc.; Brookline Bancorp, Inc.; Dime Community Bancshares; Flushing Financial Corp.; First of Long Island Corp.; Kearny Financial Corp.; Lakeland Bancorp, Inc.; Meridian Bancorp Inc.; Northfield Bancorp, Inc.; OceanFirst Financial Corp.; Tompkins Financial Corp.; Trustco Bank Corp. NY; United Financial Bancorp, Inc. and WSFS Financial Corp .

The GK Partners 2016 Report was used by the Committee as a guide when determining appropriate salary adjustments in fiscal 2017.  The Company typically reviews salary levels in October or November of each year and the salary adjustments for fiscal 2017 were effective October 31, 2016.  The Committee communicated directly with GK Partners in conjunction with this review.  In addition to the raw peer data, the Committee also considered the relative business models, loan growth, asset quality, and profitability of the banks and thrifts in the peer groups.  The GK Partners 2016 Report included a peer median and average salary for each of the Named Executive Officers based on their title and responsibilities.  The Committee considered the Named Executive Officer's current base salary and historical annual cash incentive, and compared these amounts to the median and average compensation detailed in the GK Partners Report relative to the Named Executive Officer's title and responsibilities. The peer median and average compensation were strongly considered by the Committee when contemplating the Named Executive Officers' salary (described in the procedures below).  The Committee decided, in consultation with GK Partners, that the acceptable range for base salary increases for the Named Executive Officers was from 0 to 10%.  This range was also used in the prior year.  Salary adjustments due to a change in responsibilities are not considered salary increases and not limited by this range.  The acceptable range of target bonus opportunity for annual cash incentives was from 0 to 100% of the Named Executive Officer's current base salary (which was the same as the previous year).  Consistent with its compensation philosophy, the Committee believes that this range of annual incentive opportunity is clearly market-based and reasonable in light of peer compensation data obtained from the consultant that demonstrated that bonuses among the selected peer comparators ranged from zero to 106% of base salary for the CEO, and ranged from zero to 83% of base salary for the other Named Executive Officers, for the year ending December 31, 2015.  The Committee believes it is important to have a significant portion of a Named Executive Officer's cash compensation linked to the performance of the Company.  This practice is consistent with prior fiscal years and the Committee considers the prior performance of the Company to have been very successful.  This approach in general was recognized, and considered appropriate and reasonable, by GK Partners.  Given these boundaries, and considering the information provided in the GK Partners Reports, the Committee determined a preliminary range of base salary and annual cash incentive for each of the Named Executive Officers.  A final amount for each Named Executive Officers was determined using the procedures described in the paragraphs below.

Elements of the Compensation Package

The Company's 2017 fiscal year compensation program for Named Executive Officers consisted of base salary, annual cash incentives, the partial vesting of previously awarded equity incentive awards (such as stock options and restricted stock awards) based on the Named Executive Officers continued service in accordance with the terms of the awards, a comprehensive benefits package and perquisites.   As of June 30, 2017, all previously awarded equity incentive awards for the Named Executive Officers had fully vested .

In designing our executive compensation program, the Committee seeks to create what it believes is the best mix of base salary, annual cash incentives and equity compensation in delivering the Named Executive Officers' total compensation.  The executive compensation program is also designed to encourage and reward executives for achieving and maintaining high levels of performance while ensuring the stability and retention of our senior management personnel.  The Committee believes that the mix of pay elements can and should be varied as needed to support the current and long-term business strategies of the Company, as well as to conform to generally-accepted principles of good governance as they pertain to executive compensation. In recent years, the Committee has emphasized the use of annual cash incentive compensation versus additional grants of long-term stock compensation. The Committee believes that senior management personnel have currently attained adequate levels of equity incentives to ensure their mutuality of economic interest with all shareholders, and therefore the Committee has emphasized annual cash incentives that correspond to the Company's business results in terms of both "performance versus plan" and "performance versus peers."  The Committee concluded that the Named Executive Officers' compensation was consistent with market practices and competitive, and aligned with the performance of the Company and Oritani Bank.

Base Salary. Executive base salary levels are generally reviewed on an annual basis and adjusted as appropriate.  The Company desires to compensate executives fairly.  During the 2017 fiscal year, the Committee considered prevailing market conditions and approved certain salary adjustments as indicated below.  The Committee also considered the overall performance of the individual, the accomplishment of individual's goals, the individual's contribution toward the achievement of Company goals as well as the responsibilities of the individual versus the perceived responsibilities of the peers in the GK Partners Reports, based on titles and management functions, in making their determinations.  The Committee relied on the data contained in the GK Partners Reports, as well as the data from independent survey, in formulating its opinion of prevailing market conditions.  The following table sets forth the base salary increases for the Named Executive Officers approved by the Committee during fiscal 2017.

Base Salary History at June 30, 2017

The Committee considered the base salaries of the Named Executive Officers at the beginning of the period to be within a reasonable range based on their perception of existing market conditions and the Named Executive Officers' responsibilities.  In general, the Committee was pleased with the continued progress management made in fiscal 2017.  In addition to strong earnings and achievements of other hallmarks of operations and results, the Committee was particularly satisfied with ongoing quality asset growth, preservation of net interest margin through balance sheet restructures and other strategies, further improvements regarding the monitoring of the commercial real estate loan and related stress testing, reaction to the resignation of the former Chief Operating Officer with minimal disruption, and the successful completion of the joint venture disposition initiative.  The Committee felt that adjustments to the base salaries of certain Named Executive Officers should be made in recognition of these results.

The largest increase was awarded to Mr. Manderino, though the Committee considered this increase to be essentially a salary adjustment in recognition of the new responsibilities bestowed upon Mr. Manderino.  The Company's former Chief Operating Officer resigned effective September 16, 2016.  While the Chief Operating Officer position was not replaced, Mr. Manderino received some of these responsibilities.  Mr. Manderino had been Chief Credit Officer.  In conjunction with the departure of the former Chief Operating Officer, Mr. Manderino was promoted to Executive Vice President and named Chief Risk Officer.  The majority of the other responsibilities of the Chief Operating Officer, including retail operations, compliance and facilities, were given to Mr. Lynch.  The officers that previously reported to the Chief Operating Officer reported directly to Mr. Lynch effective September 16, 2016.  Mr. Fields received an increase that was higher than the level awarded to the other Named Executive Officers, with the exception of Mr. Manderino.  While the Committee was pleased with the performance of Mr. Fields, the salary increase awarded to him was primarily in recognition of the facets of operations that he supported beyond his normally-assigned responsibilities (in addition to the permanent assignment of these additional responsibilities in the aftermath of the departure of the former Chief Operating Officer).  The Committee remained pleased with the performances of Messrs. Guinan and Wyks over the course of the year. A cost of living adjustment, consistent with the level awarded to the base employee population, was given with respect to their base salaries.  No increase was awarded to Mr. Lynch.  Data obtained from GK Partners demonstrated that our CEO's base salary was just slightly above the peer comparator 75th percentile (and substantially less than the base salaries of certain other CEOs) among our fifteen comparator banking companies for the year ending December 31, 2015.  While the Committee was pleased with his performance and his significant contribution to accomplishments, as well as his additional responsibilities, the Committee also felt his current level of compensation was appropriate when compared to his peer group .

The Committee considered the base salaries of all of the Named Executive Officers as of June 30, 2017 to be appropriate and reasonable considering their responsibilities, and in comparison to their peers.

Annual Cash Incentives .  Annual cash incentive opportunities are provided to the Named Executive Officers as an incentive to achieve annual goals and objectives.  At the annual meeting of stockholders in November 2008, stockholders approved the Executive Officer Incentive Plan (the "Incentive Plan").  The Incentive Plan was re-approved by stockholders at the annual meeting of stockholders in November, 2013.  The Incentive Plan became effective in 2008 and formalized the process of annual cash incentives for Named Executive Officers.  The objective of the Incentive Plan is to motivate our employees to take actions that support our strategies and lead to the attainment, and successful execution of, our business plan.  The Incentive Plan accomplishes this objective by linking annual cash pay award opportunities to the performance of the Company and Oritani Bank, measured by the satisfaction of both company-wide and individual performance measures.

The concept of the Incentive Plan is to establish certain performance metrics that, if achieved, would likely result in strong financial performance of the Company and progress toward the strategic objectives of the Board.  The plan incorporates three potential incentive achievement levels for each performance metric: threshold, target and maximum; as well as a net income "gate."  The net income gate is an important feature of our cash incentive plan that provides strong shareholder protection by identifying certain levels of earnings performance below which annual incentive compensation payments would not be approved by the Committee, or would be authorized and approved at less than the maximum incentive award. This important safeguard in our program ensures that management's annual incentive bonuses are not only commensurate with key performance indicators, but also in line with overall Company profitability.

At the conclusion of the measurement period, actual results are measured versus the performance metrics and "points" are awarded based on whether threshold, target and maximum results were achieved for each performance metric, and whether income gate levels have been achieved.  The total points are accumulated, and this result determines whether the Named Executive Officers are eligible for awards at the threshold, target or maximum level of their annual incentive award under the Incentive Plan.  In addition, the Committee, if warranted, may add or subtract subjective points.  The number and level of performance metrics, the Named Executive Officers incentive level (as a percentage of base salary) and total number of points required to achieve threshold, target or maximum levels under the Incentive Plan, are established by the Committee each year. A total of 13 performance points or more were required to be eligible to receive the maximum incentive award under the plan for the cash incentives earned during the 2017 fiscal year as well as those paid during the 2017 fiscal year.

The annual cash incentives both paid and earned during the 2017 fiscal year were awarded in accordance with the Incentive Plan.  Each Named Executive Officer was eligible to receive an annual incentive award based on a percentage of his base salary (not to exceed 100%) if company-wide and/or individual performance measures were met following the completion of the annual performance period.  The measurement period for the annual cash incentives paid in fiscal 2017 to the Named Executive Officers under the Incentive Plan was from July 1, 2015 to June 30, 2016.  The measurement period for the annual cash incentives earned in fiscal 2017 was from July 1, 2016 to June 30, 2017. For each period, the Committee established five equally weighted strategic objectives for measurement of achievement of annual cash incentives with respect to the satisfaction of company-wide performance objectives. The quantifiable goals measured were: return on assets (stated minimum and measurement versus peers); efficiency ratio (stated maximum and measurement versus peers); loan originations; asset quality and deposit growth.  The net income gate, described above, was also utilized.  GK Partners assisted the Committee with the administration of the plan by reviewing the Company's prior fiscal year business results, and its current fiscal year business plan. With the consultant's assistance, the Committee approved the selection of the incentive plan performance metrics, and also assessed and approved the levels of business performance associated with management's annual cash incentive compensation opportunities.  In this effort, GK Partners' conferred with our Chief Financial Officer as needed, and reviewed detailed information concerning the Company's financial performance and strategic objectives in the context of current economic and interest rate forecasts.

In addition to Company performance, 10% to 50% of the total annual cash incentives earned by the Named Executive Officers were related to their individual performance.  At the beginning of the performance period, the Named Executive Officers were assigned specific goals that were related to their responsibilities to the Company and Oritani Bank.  These individual executive performance goals were directly related to the senior management functions, corporate accountabilities, and current priorities of each of the Named Executive Officers.

Details regarding the annual cash incentives paid in fiscal 2017 to the Named Executive Officers under the Incentive Plan were discussed in the October 14, 2016 proxy statement.   In summary, the Committee concluded that management had achieved the maximum level of annual cash incentive.  The Committee's external consultant, GK Partners, reviewed the achievement levels and concurred with this conclusion.  In addition, the Committee concluded that each Named Executive Officer had satisfactorily achieved their individual performance goals and fully earned the individual performance component of their annual cash incentive.  Accordingly, cash payments for the maximum level of achievement were approved by the Committee and such amounts were paid to the executives in December, 2016.  The awards to the Company's Named Executive Officers totaled $1.3 million.  The specific amount awarded to each Named Executive Officer that was paid during the fiscal year ended June 30, 2017 is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table .

Specific plan structure regarding the annual cash incentives eligible to be earned in fiscal 2017 were also discussed in the October 14, 2016 proxy statement.  The measurements are repeated below, along with the actual results.  The peer companies utilized for the measurement of relative peer performance referenced above were the same companies included in the comparative compensation study conducted by GK Partners. These peer companies are identified under "Use of Outside Advisors and Survey Data" contained herein.  With the assistance of its consultant, the Committee annually reviews its selection of the peer comparator companies to ensure each selected company's independence, financial stability, organizational health and overall appropriateness for continuation in the Company-selected compensation peer group.  To the extent feasible, the Committee believes that the same comparator companies utilized for peer executive compensation comparisons (as provided by its consultant) should also be used for peer performance comparisons in the context of the annual incentive plan.

(1)

Results were adjusted to eliminate the impact of a $20.6 million of gain on sale of a real estate joint venture and $13.9 million of costs associated with a balance sheet restructure.   The net after tax effect of these adjustments reduced net income by $4.4 million.  Incentive plan achievement levels are measured versus normalized income.

Results exceeded the maximum achievement level for the net income gate and four of the five objectives, and exceeded the target achievement level for one of the objectives.  The Committee concluded that management had accumulated sufficient overall points to achieve the maximum level of annual cash incentive.  To ensure accuracy and assurance to the measurement of incentive plan performance and the number of incentive points earned by management, the Committee engaged GK Partners to review the structure, objectives and achievement levels associated with the cash incentive plan and to provide the Committee with its objective analysis and verification of the incentive awards earned. In conducting this objective analysis, the consultant is provided with the Company's performance metrics, its business results for the fiscal year in question, and the proposed objectives for the subsequent fiscal year. The consultant also confers with the Company's Chief Financial Officer as needed to ensure the consultant's complete and accurate understanding of the incentive plan goals and performance levels achieved.

Determinations regarding the Named Executive Officers' achievement of individual performance goals will be made by the Committee in November, 2017.  No payments under this Plan have currently been authorized by the Committee.  However, payments under this Plan regarding fiscal 2017 achievements are expected to be formally approved by the Committee in November 2017, and paid to the executives in December 2017 . 

For the Named Executive Officers, the Committee has significantly increased the performance objectives approved for our fiscal 2018 incentive plan. The net income hurdles that provide effective shareholder protection have been increased by more than 30% versus the fiscal 2017 incentive plan. These net income hurdles or gates are required levels of earnings performance that must be achieved before any management incentive payments are permitted. The five strategic performance objectives that represent our primary financial goals,   and that reflect well-accepted measurements of banking industry performance, have also been increased to levels that equal or exceed our fiscal 2017 results. In particular, our return on assets and efficiency ratio for fiscal 2018 must not only achieve the performance levels established by the Committee, but must also be in the top quartile of the relative performance of our peers. In the context of our compensation philosophy, these objectives are focused on improving performance and maximizing shareholder returns within the parameters of our risk profile. The year-over-year increases in net income hurdles and strategic financial objectives have been made despite a rising interest rate environment that presents greater challenges in achieving our near-term goals. Nevertheless, the Committee has established these substantially higher hurdles and financial objectives to incentivize management to continue its track record of strong and consistent performance with respect to the relevant banking industry performance metrics that are widely-accepted and well-understood among the community of financial institutions and our shareholders. In doing so, the Committee also reaffirmed its belief that the fiscal 2018 incentive plan metrics are sound, reasonable, and appropriate in terms of peer performance measurement.

The structure of the Incentive Plan and the specific company-wide goals regarding the annual cash incentives for fiscal 2018 were reviewed by the Committee's external consultant, GK Partners.  GK Partners concluded:

	The goals selected for the Incentive Plan were standard measurements for a financial institution and appropriate for incentive plan purposes.

	The achievement levels required to attain maximum results would be consistent with the overall financial health of the company, and the interests of its shareholders.

	The cash incentives available to the Named Executive Officers, as a percentage of base salary, were within the range of what is reasonable given current market place practices.

The achievement levels required to attain Maximum, Target or Threshold were increased from the prior year in consultation with GK Partners.  The possible payouts under the plan, as a percentage of base salary, were unchanged from the prior year.  A total of 13 points will be required to be eligible for the maximum level of achievement.  The peers utilized for the "versus peers" measurements referenced below will be the same peer group utilized for compensation survey performed by GK Partners.  The specific components of this peer group are detailed under "Use of Outside Advisors and Survey Data."  The strategic objectives and measurements for this plan are summarized below :

Equity Incentives.  In connection with the initial public offering of Oritani Bank's federally chartered mid-tier holding company and predecessor to the Company that was consummated in 2007 (the "Initial Stock Offering"), Oritani Bank established the Oritani Bank Employee Stock Ownership Plan ("ESOP") that purchased 3.92% of the total shares issued in the offering for the benefit of employees of Oritani Bank.  In 2010, the ESOP also purchased an additional 4.0% of the shares issued in connection with the Company's stock offering related to the mutual-to-stock conversion of Oritani Financial Corp., MHC, the former mutual holding company of Oritani Bank (the "Second-Step Conversion").  The ESOP is a tax-qualified retirement plan as defined under the Internal Revenue Code.

At a special meeting of stockholders in April 2008, the Company's stockholders approved the Company's 2007 Equity Incentive Plan ("the 2007 Equity Plan") which authorized the issuance of up to 4,172,817 shares of Company common stock (as adjusted as a result of the Second-Step Conversion) pursuant to grants of incentive and non-statutory stock options, stock appreciation rights, and restricted stock awards. The 2007 Equity Plan provided officers, employees and directors of the Company and Oritani Bank with additional incentives to promote the growth and performance of the Company.   The Committee believes that officer stock ownership provides a significant incentive in building stockholder value by aligning the interests of the officers, employees and directors with those of the Company's shareholders.  No awards were granted to any Named Executive Officers under the 2007 Equity Plan during fiscal 2017.  In accordance with the terms of the outstanding grant agreements under the 2007 Equity Plan, all of the stock awards and the vast majority of stock options that had been granted under the Equity Plan vested in conjunction with the Second-Step Conversion.  As of June 30, 2017, under the 2007 Equity Plan, a total of 4,225,758 (101.3%) of stock options and restricted stock awards had been granted, 60,949 (1.5%) have expired or been forfeited, and 8,008 (0.2%) are available to be granted in the future.

At a special meeting of stockholders in July 2011, the Company's stockholders approved the Company's 2011 Equity Incentive Plan ("2011 Equity Plan") which authorized the issuance of up to 5,790,950 shares of the Company's common stock pursuant to grants of stock options, restricted stock awards and restricted stock units, with no more than 1,654,629 of the shares be issued as restricted stock awards or restricted stock units.  Employees and outside directors of the Company or Oritani Bank are eligible to receive awards under the 2011 Equity Plan.  The total granted to non-employee directors may not exceed, in the aggregate, 30% of the shares reserved under the 2011 Equity Plan.  Both the 2007 Equity Plan and the 2011 Equity Plan are administered by the Committee.

No awards were granted to any Named Executive Officers under the 2011 Equity Plan during fiscal 2017.  As of June 30, 2017, under the 2011 Equity Plan, a total of 5,591,350 (96.6%) of stock options and restricted stock awards had been granted, 107,800 (1.9%) have expired or been forfeited, and 307,400 (5.3%) are available to be granted in the future.

The stock options and restricted stock awards granted under the 2011 Equity Plan generally vest in equal installments over a five-year period.  The vesting of the options and restricted stock awards accelerate upon death or disability, retirement or an involuntary termination without cause following a change in control of the Company or Oritani Bank.  The grants have other terms and conditions consistent with the 2011 Equity Plan.  As of June 30, 2017, all of the awards provided to the Named Executive Officers under the 2007 Equity Plan and 2011 Equity Plan had fully vested .

Employment Agreements .  Oritani Bank has entered into employment agreements with each of the Named Executive Officers.  The employment agreements are designed to give us the ability to retain the services of the Named Executive Officers, and provide them with severance payments in the event of their involuntary or constructive termination of employment without cause, including termination in connection with a change in control.  The rationale for providing these severance payments is to provide security for our Named Executive Officers and stability among our senior management team.  The Committee believes that the employment agreements are consistent with industry practices and desirable for retaining executive talent.  In addition, the Committee believes that the terms and conditions of the employment agreements provided to the Company's Named Executive Officers are reasonable, appropriate and consistent with similar provisions contained in the employment agreements provided to senior executives of the Company's peer comparator companies.

Other Benefits .  Additionally, Oritani Bank provides certain fringe benefits, including retirement plans, termination benefits, and perquisites.  The retirement plans consist of:

·	A tax-qualified defined benefit plan (frozen as of December 31, 2008); a 401(k) plan (with an employer matching contribution equal to 50% of the first 6% of employee deferrals); and the ESOP (with annual employer contribution equal to the amount of the annual ESOP loan repayment).

·

A nonqualified Benefit Equalization Plan which provides benefits to certain employees who are disallowed certain benefits under the Company's qualified benefit plans; a nonqualified Executive Supplemental Retirement Income Agreement for our Chief Executive Officer; and a post-retirement medical plan for certain eligible senior officers.

The Committee considered these items when contemplating the overall compensation package awarded to the Named Executive Officers.  The Committee felt that these items were appropriate given the level of responsibility for each Named Executive Officer and that no changes to the programs were warranted.  See "Benefit Plans and Arrangements" for a further description of these plans.

Other Matters

Corporate Income Tax Considerations .   Section 162(m) of the Internal Revenue Code imposes a $1,000,000 annual limit on a publicly-traded company's federal tax deduction for certain types of compensation paid to the principal executive officer and each of the next three most highly compensated Named Executive Officers, excluding the principal financial officer.  Compensation that is "qualified performance-based" under the Internal Revenue Code's definition is exempt from this limit.  Stock option grants and the annual cash incentives are intended to qualify as qualified performance-based compensation.  It has been the Committee's practice to structure the compensation and benefit programs offered to the Named Executive Officers in order to maximize the tax deductibility of amounts paid.  However, in structuring the compensation programs and in reaching compensation decisions, the Committee considers a variety of factors, including the Company's tax position, the materiality of the payments and tax deductions involved, and the need for flexibility to address unforeseen circumstances.  After considering these factors, the Committee may decide to authorize compensation payments, all or part of which would be nondeductible for federal tax purposes.

Section 4999 of the Internal Revenue Code imposes a 20% excise tax on certain "excess parachute payments" made to "disqualified individuals."  Under Section 280G of the Internal Revenue Code, such excess parachute payments are also nondeductible to the Company.  If payments that are contingent on a change of control to a disqualified individual (which includes the Named Executive Officers) exceed 2.99 times the individual's "base amount," (which is the five year average of the disqualified individual's compensation set forth in his or her Form W-2 and/or Form 1099), they constitute "excess parachute payments" to the extent they exceed one time the individual's base amount.  Severance payments to the Named Executive Officers pursuant to their employment agreements and other compensation arrangements that are paid in connection with a change in control of the Company or Oritani Bank are subject to reduction in order to avoid penalties  under Sections 280G and 4999 of the Internal Revenue Code.

Accounting Considerations .  The Committee considers the financial statement implications of each element of the Named Executive Officers' compensation.  However, the impact of each compensation element on the Company's overall compensation philosophy and compensation program, including considerations such as balancing long-term and short-term incentives, as well as the projected economic costs of each element are the primary determining factors of the Named Executive Officers' compensation packages.

Clawback .   As a condition to receiving incentive compensation from the Company, each executive officer has entered into an agreement with the Company providing that any bonus and incentive compensation awarded or paid subsequent to the adoption of this policy (July 7, 2011) is subject to recovery or "clawback" by the Company if (1) the payments or awards were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, and (2) the amount of the bonus or incentive compensation, as calculated under the restated or corrected financial results, is less than the amount actually paid or awarded under the original financial results.

Stock Ownership and Retention Policy .     The Board believes it is important that the executive officers and directors of the Company have long term financial interests that are aligned with those of stockholders.  Under this policy, the following stock ownership minimums are required: Chief Executive Officer is required to hold shares whose value is at least five times the executives' base salary; other executive officers are required to hold shares whose value is at least three times the executives' base salary and Directors are required to hold at least 25,000 shares.  An individual must achieve these levels within five years of being appointed an executive officer or director.  This policy is administered by the Committee.  Each of the relevant executive officers currently exceeds these requirements or has been in their position less than five years .

Anti-Hedging Policy .   In 2014, the Board also adopted an anti-hedging policy, which prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock.  Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of shares of Company common stock owned by an executive officer or director is prohibited.  Cashless exercises of stock options are not deemed short sales and are permitted.

Risk Management

The Committee believes that any risks arising from the Company's compensation policies and practices for all of its employees, including the Named Executive Officers, are not reasonably likely to have a material adverse effect on the Company or Oritani Bank.  In addition, the Committee believes that the mix and design of the elements of the compensation program will encourage senior management to act in a manner that is focused on long-term valuation of the Company and Oritani Bank.

The Committee regularly reviews the Company's compensation program to ensure that controls are in place so that employees are not presented with opportunities to take unnecessary and excessive risks that could threaten the value of the Company and Oritani Bank. With respect to the Incentive Plan, the Committee reviews and approves the company-wide performance objectives that determine the bonus payments to be made thereunder. The performance objectives are selected in consultation with an outside, independent consultant, and are customary performance metrics for financial institutions in the Company's peer group.  In addition, the Committee limits the amount of bonuses that can be paid under the plan if the Company fails to achieve its minimum net income goal for the plan year, which ensures that high incentive levels could not be obtained by participants in the plan if the Company's minimum net income goal is not realized.  Furthermore, all bonus payments are subject to clawback in accordance with our clawback policy, which ensures that performance awards are linked to the actual performance of the Company and Oritani Bank and promotes the long-term value creation of the Company and Oritani Bank.  Moreover, we instituted our anti-hedging policy to ensure that our equity incentive plans are more sensitive to risk, which helps ensure the sustainability of our overall performance beyond a one-year performance period.  Finally, by implementing the ESOP, 2007 Equity Plan and 2011 Equity Plan and by having an executive stock ownership and retention policy, our senior management team and employees have a significant ownership interest in the Company, which will align their interests with those of the stockholders, and in turn will contribute to long-term stockholder value and decrease the likelihood that they would take excessive risks that could threaten the value of their common stock.