UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Kearny Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:   N/A
		(2)		Aggregate number of securities to which transaction applies:   N/A
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):   N/A
		(4)		Proposed maximum aggregate value of transaction:   N/A
		(5)		Total fee paid:   N/A
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:   N/A
		(2)		Form, Schedule or Registration Statement No.:   N/A
		(3)		Filing Party:   N/A
		(4)		Date Filed:   N/A

 

 

 

September 17, 2021

Dear Fellow Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Kearny Financial Corp. (the “Annual Meeting”). This year’s Annual Meeting will be held in a virtual meeting format only, on Thursday, October 28, 2021 at 10:00 a.m., Eastern Time. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting https://meetnow.global/MQND9ZC.

We are furnishing proxy materials to our stockholders primarily via the Internet by mailing a Notice of Internet Availability of Proxy Materials, or “Notice,” instead of mailing printed copies of those materials to each stockholder. The Notice directs stockholders to a website where they can access our proxy materials, including our Proxy Statement and our Annual Report, and view instructions on how to vote via the Internet or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.

The enclosed proxy is solicited by the Board of Directors of Kearny Financial Corp. for use at the Annual Meeting and at any adjournment thereof. This Proxy Statement is first being made available to stockholders on or about September 17, 2021. Stockholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, via the Internet, by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy card.

The Annual Meeting is being held so that stockholders may consider the election of four directors, the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan, the ratification of the appointment of Crowe LLP as Kearny Financial Corp.’s independent registered public accounting firm for the year ending June 30, 2022, 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 proposal, with respect to the frequency that stockholders will vote on our executive compensation.

The Board of Directors of Kearny Financial Corp. has determined that the matters to be considered at the Annual Meeting are in the best interests of Kearny Financial Corp. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends that you vote “FOR” each of the proposals to be presented at the Annual Meeting.

On behalf of the Board of Directors and the officers and employees of Kearny Financial Corp. and its subsidiary, Kearny Bank, I thank you for your continued support of Kearny Financial Corp.

 

Kearny Financial Corp.

120 Passaic Avenue

Fairfield, New Jersey 07004

(973) 244-4500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Kearny Financial Corp. (the “Company”) will be held in a virtual meeting format only, on Thursday, October 28, 2021 at 10:00 a.m., Eastern Time. You can virtually attend the live webcast of the Annual Meeting at https://meetnow.global/MQND9ZC and by following the instructions in the Proxy Statement. There is no physical location for the Annual Meeting. The Annual Meeting is for the purpose of considering and acting upon the following matters:

1. To elect four directors;

2. To approve the Kearny Financial Corp. 2021 Equity Incentive Plan;

3. To ratify the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending June 30, 2022;

4. An advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement;

5. An advisory, non-binding proposal, with respect to the frequency that stockholders will vote on our executive compensation; and

such other business as may properly come before the Annual Meeting or any adjournments thereof may also be acted upon. The Board of Directors is not aware of any other business to come before the Annual Meeting.

The Board of Directors of the Company has determined that the matters to be considered at the Annual Meeting, described in this Notice of Annual Meeting and the accompanying Proxy Statement, are in the best interest of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each of its nominees, a vote “FOR” the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan, a vote “FOR” the ratification of Crowe LLP as independent auditors, a vote “FOR” the non-binding resolution to approve our executive compensation, and a vote a “FOR” the “1 Year” option with respect to the advisory proposal on the frequency of the stockholders’ vote on executive compensation.

Any action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned. Pursuant to the Company’s bylaws, the Board of Directors has fixed the close of business on August 30, 2021 as the record date for determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

It is important that your shares be represented and voted at the Annual Meeting. Stockholders whose shares are held in registered form have a choice of voting by proxy card, telephone or the Internet, as described on your proxy card. Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. Any stockholder of record attending the virtual Annual Meeting may withdraw his or her proxy and vote personally on any matter properly brought before 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 at the virtual Annual Meeting.

 

Fairfield, New Jersey

September 17, 2021

 

Important Notice Regarding Internet Availability of Proxy Materials For the Stockholder Meeting to be Held on October 28, 2021 The Proxy Statement and Annual Report to Stockholders are available at www.edocumentview.com/KRNY (or through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com)

KEARNY FINANCIAL CORP.

PROXY STATEMENT

FOR THE

2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 28, 2021

GENERAL INFORMATION

This Proxy Statement is being furnished to the stockholders of Kearny Financial Corp. (the “Company” or “Kearny Financial”) in connection with the solicitation by the Board of Directors of proxies for use at the 2021 Annual Meeting of Stockholders, to be held on Thursday, October 28, 2021 at 10:00 a.m., Eastern Time (the “Annual Meeting”). This Proxy Statement and the proxy card are first being made available to stockholders on or about September 17, 2021.

The Annual Meeting

 

Date, Time and Place		The Annual Meeting will be held on Thursday, October 28, 2021 at 10:00 a.m., Eastern Time, and will be a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting at https://meetnow.global/MQND9ZC.
Record Date		August 30, 2021
Shares Entitled to Vote		76,744,887 shares of Kearny Financial common stock were outstanding on the Record Date and are entitled to vote at the Annual Meeting.
Purpose of the Annual Meeting		To consider and vote on: 1) the election of four directors; 2) the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan; 3) the ratification of Crowe LLP (“Crowe”) as our independent registered public accounting firm for the year ending June 30, 2022; 4) the approval of a resolution to approve our executive compensation as described in this Proxy Statement; and 5) a proposal with respect to the frequency that stockholders will vote on our executive compensation.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		1

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 vote to approve the advisory, non-binding resolution with respect to executive compensation as described in this Proxy Statement and the ratification of Crowe as our independent registered public accounting firm, is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.” With respect to the advisory vote on the frequency of future votes on our executive compensation, a stockholder may vote on one, two or three years, or may abstain, and the advisory vote on frequency will be the choice that receives the most votes.
Your Board of Directors Recommends You Vote in Favor of the Proposals		Your Board of Directors unanimously recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan, “FOR” the ratification of Crowe as our independent registered public accounting firm for the year ending June 30, 2022, “FOR” approval of an advisory, non-binding resolution, with respect to executive compensation as described in this Proxy Statement, and “FOR” the “1 Year” option with respect to the advisory proposal on the frequency of the stockholders’ vote on executive compensation.
Kearny Financial		Kearny Financial is the holding company for Kearny Bank, an FDIC-insured, New Jersey stock savings bank. Kearny Financial had approximately $7.3 billion in total assets at June 30, 2021, and currently operates 48 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. Kearny Financial’s executive offices are located at 120 Passaic Avenue, Fairfield, New Jersey 07004, and its telephone number is (973) 244-4500.

Who Can Vote at the Annual Meeting

The Board of Directors has fixed August 30, 2021 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 Kearny Financial 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 August 30, 2021, 76,744,887 shares of Kearny Financial common stock were outstanding and held by approximately 13,248 holders of record. The presence, by attendance at the virtual Annual Meeting or by properly executed proxy, of the holders of a majority of the outstanding shares of Kearny Financial common stock is necessary to constitute a quorum at the Annual Meeting.

How Many Votes You Have

Each holder of shares of Kearny Financial common stock outstanding on August 30, 2021 will be entitled to one vote for each share held of record. However, Kearny Financial’s articles of incorporation

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		2

provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of common stock of Kearny Financial are not entitled to vote any of 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 of, 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: 1) elect four directors; 2) approve the Kearny Financial Corp. 2021 Equity Incentive Plan; 3) ratify the appointment of Crowe as our independent registered public accounting firm for the year ending June 30, 2022; 4) approve a resolution to approve our executive compensation as described in this Proxy Statement; and 5) to recommend the frequency of stockholder’s advisory voting on executive compensation.

You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. We may adjourn or postpone the Annual Meeting for the purpose, among others, of allowing additional time to solicit proxies.

How to Vote

We are making our proxy materials available to our stockholders on the Internet. You may read, print and download our 2021 Annual Report to Stockholders and our Proxy Statement at www.edocumentview.com/KRNY (or through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com). On or about September 17, 2021, 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, telephone, regular mail or at the virtual Annual Meeting. Each of these voting options is described on your proxy card or 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 the virtual Annual Meeting. If you return an executed proxy card without marking your instructions, your executed proxy card will be voted “FOR” the election of the four director nominees named in this Proxy Statement, “FOR” the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan, “FOR” the ratification of the appointment of Crowe as our independent registered public accounting firm for the fiscal year ending June 30, 2022, “FOR” the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, and “FOR” the “1 Year” option with respect to the advisory proposal on the frequency of the stockholders’ vote on executive compensation.

Registered stockholders can vote online by visiting www.envisionreports.com/KRNY and following 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 1-800-652-8683 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 during the virtual 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 during the virtual Annual Meeting. If you want to vote your shares of Kearny Financial common stock that are held in street name during the virtual Annual Meeting, please see the instructions below detailing how you may register to attend and participate in the virtual Annual Meeting.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		3

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.

How to Attend the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MQND9ZC. You also will be able to vote your shares online at the virtual Annual Meeting.

To participate in the Annual Meeting, you will need to review the information included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you can access the virtual meeting as a guest, or if you would like to vote or ask a question at the virtual Annual Meeting, you must register in advance using the instructions below.

The virtual Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this Proxy Statement.

How to Register to Attend the Virtual Annual Meeting

All stockholders can listen to the virtual Annual Meeting by signing onto the virtual Annual Meeting as a guest. However, if you wish to participate in the virtual Annual Meeting, you must sign on as a stockholder.

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the proxy card, notice or proxy material notification email that you received.

If you hold your shares through an intermediary, such as a bank or broker (a “Beneficial Holder”), and want to attend the virtual Annual Meeting (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

 

(1)

submit proof of your proxy power (legal proxy) from your bank or broker reflecting your Company holdings along with your name and email address to Computershare by email to: legalproxy@computershare.com, or by mail:

Computershare

Kearny Financial Corp. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		4

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on October 22, 2021.

You will receive a confirmation of your registration by email after your registration materials have been received.

 

(2)

For the 2021 proxy season, an industry solution has been agreed upon to allow Beneficial Holders to register online at the virtual Annual Meeting to attend, ask questions and vote. We expect that the vast majority of Beneficial Holders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to Beneficial Holders only. There is no guarantee this option will be available for every type of Beneficial Holder voting control number. The inability to provide this option to any or all Beneficial Holders will in no way impact the validity of the virtual Annual Meeting. Beneficial Holders may choose the register in advance, as described above, if they prefer to use this traditional, paper-based option.

In any event, please go to https://meetnow.global/MQND9ZC for more information on the available options and registration instructions.

The virtual Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in

Participants in Employee Stock Plans and Holders of Non-Vested Restricted Stock Awards

If you are a participant in the Kearny Bank Employee Stock Ownership Plan (the “ESOP”), hold Kearny Financial common stock through the Kearny Bank Employees’ Savings Plan (the “401(k) Plan”), or hold non-vested restricted stock awards, you will receive a voting instruction form that reflects all shares you may vote under these plans and awards. Under the terms of the plans, you are entitled to direct the trustees as how to vote the shares of Kearny Financial common stock credited to your account in the ESOP and 401(k) Plan and you are entitled to vote any non-vested restricted stock awards. The 401(k) Plan trustee and ESOP trustee, as applicable, will vote all shares for which it does not receive timely instructions from participants in the same proportion as shares for which each, as applicable, received voting instructions, and the unallocated ESOP shares will also be voted in the same proportion as shares for which the ESOP trustee received voting instructions. It is important that you direct the trustee as to how to vote your shares, and to allow sufficient time for voting by the trustees, your voting instructions must be received by October 22, 2021.

Quorum and Vote Required

The presence, by attendance at the virtual Annual Meeting or by properly executed proxy, of the holders of a majority of the outstanding shares of Kearny Financial 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 authority to vote for the nominees being proposed is “Withheld.” The ratification of the

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		5

appointment of Crowe as the independent registered public accounting firm and the advisory vote to approve our executive compensation as described in this Proxy Statement is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “Abstain.” With respect to the advisory vote on the frequency of future votes on executive compensation, a stockholder may vote on one, two or three years, or may abstain, and the advisory vote on frequency will be the choice that receives the most votes.

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 Kearny Financial prior to the voting of such proxy;

 

•

submitting a properly executed proxy bearing a later date;

 

•

using the Internet or telephone voting options explained on the proxy card; or

 

•

voting during the virtual Annual Meeting; however, simply attending the virtual 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:

Kearny Financial Corp.

120 Passaic Avenue

Fairfield, New Jersey 07004

Attention: Gail Corrigan, Corporate Secretary

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

Solicitation of Proxies

Kearny Financial will bear the entire cost of soliciting proxies from you. In addition to the solicitation of proxies by mail, Kearny Financial will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Kearny Financial common stock and secure their voting instructions. Laurel Hill Advisory Group, LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $7,500 plus reasonable expenses for their services. If necessary, Kearny Financial may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

Recommendation of the Board of Directors

Your Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” the approval of the Kearny Financial Corp. 2021 Equity Incentive Plan, “FOR” the ratification of Crowe as our independent registered public accounting firm for the year ending June 30, 2022, “FOR” approval on an advisory basis of executive compensation as described in this Proxy Statement, and “FOR” the “1 Year” option with respect to the advisory proposal on the frequency of the stockholders’ vote on executive compensation.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		6

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of August 30, 2021, regarding certain beneficial owners of shares of Kearny Financial common stock, including information regarding persons and entities known to Kearny Financial to be the beneficial owner of more than 5% of Kearny Financial’s issued and outstanding common stock and information regarding each director, named executive officer and all directors and executive officers of Kearny Financial as a group. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed shares of each class of common stock subject to options held by that person that were exercisable on or within 60 days of August 30, 2021 to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

 

Name of Beneficial Owner		Shares Beneficially Owned				Percent of All Common Stock Outstanding(1)
5% Owners (including address):
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355			7,608,019	(3)			9.91	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055			6,219,445	(5)			8.10	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746			6,147,265	(2)			8.01	%
Renaissance Technologies LLC 800 Third Avenue New York, NY 10022			5,514,185	(4)			7.19	%
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202			5,423,751	(6)			7.07	%
Kearny Bank ESOP Trust c/o Pentegra Services, Inc. 2 Enterprise Dr., Suite 408 Shelton, CT 06484			4,956,365	(7)			6.46	%
St. Denis J. Villere & Company, L.L.C. George V. Young St. Denis J. Villere II St. Denis J. Villere III Lamar G. Villere 601 Poydras St. Suite 1808 New Orleans, Louisiana 70130			4,350,744	(8)			5.67	%

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		7

Directors and Nominees:
Theodore J. Aanensen			231,677	(9)			*
Raymond E. Chandonnet			139,348	(10)			*
John N. Hopkins			595,504	(11)			*
Catherine A. Lawton			90,000	(12)			*
John J. Mazur, Jr.			301,600	(13)			*
Joseph P. Mazza			285,548	(14)			*
John F. McGovern			351,992	(15)			*
Craig L. Montanaro			786,511	(16)			1.02	%
Leopold W. Montanaro			328,224	(17)			*
Christopher Petermann			126,339	(18)			*
Charles J. Pivirotto			53,447	(19)			*
John F. Regan			199,021	(20)			*
Named Executive Officers:
Eric B. Heyer			229,300	(21)			*
Keith Suchodolski			163,063	(22)			*
John V. Dunne			61,646	(23)			*
Timothy A. Swansson			138,982	(24)			*
All directors and executive officers as a group (20 persons)			4,896,417				6.23	%

 

*	Less than 1%.

(1)	Based on 76,744,887 shares of Kearny Financial common stock outstanding and entitled to vote as of August 30, 2021.

(2)	As of February 8, 2021.

(3)	As of February 2, 2021.

(4)	As of February 16, 2021.

(5)	As of February 11, 2021.

(6)	As of February 16, 2021.

(7)	As of February 9, 2021.

(8)	As of January 14, 2021.

(9)	Includes options to acquire 80,000 shares, 11,529 shares held by Mr. Aanensen’s spouse (49 shares of which are held in the spouse’s deposit reinvestment account) and 1,000 shares held in trust for Mr. Aanensen’s grandchild.

(10)	Includes options to acquire 80,000 shares.

(11)	Includes options to acquire 80,000 shares and 13,804 shares held by Mr. Hopkins’ spouse.

(12)	Includes options to acquire 30,000 shares.

(13)	Includes options to acquire 80,000 shares, 2,541 shares held by Mr. Mazur’s spouse and 20,000 of the shares held by Mr. Mazur are held in a margin account.

(14)	Includes options to acquire 80,000 shares.

(15)	Includes options to acquire 80,000 shares.

(16)

Includes options to acquire 432,000 shares, 109,686 shares held in the 401(k) Plan for the benefit of Mr. Montanaro, 46,894 shares held in the ESOP, 15,366 shares held in the Benefits Equalization Plan (the “BEP”) and 4,417 shares held by Mr. Montanaro’s child. 8,748 of the shares held by Mr. Montanaro have been pledged as collateral for a loan.

(17)	Includes options to acquire 80,000 shares.

(18)	Includes options to acquire 80,000 shares and 200 shares held by Mr. Petermann’s child.

(19)	Includes 5,955 shares held in a 401(k) Plan for the benefit of Mr. Pivirotto.

(20)	Includes options to acquire 80,000 shares.

(21)	Includes options to acquire 120,000 shares, 23,179 shares held in the ESOP, 10,000 shares held in an IRA and 1,213 shares held in the BEP.

(22)	Includes options to acquire 96,902 shares, 7,196 shares held in the 401(k) Plan for the benefit of Mr. Suchodolski and 10,734 shares held in the ESOP, 143 shares held in the BEP.

(23)	Includes options to acquire 32,000 shares, 1,434 shares held in the 401(k) Plan for the benefit of Mr. Dunne, 5,393 shares held in the ESOP and 100 shares held by Mr. Dunne’s spouse.

(24)	Includes options to acquire 94,510 shares, 6,024 shares held in the 401(k) Plan for the benefit of Mr. Swansson and 18,252 shares held in the ESOP.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		8

PROPOSAL I – ELECTION OF DIRECTORS

Kearny Financial’s Board of Directors currently consists of 12 members and is divided into three classes, with one class of directors elected each year. Each member of the Board of Directors also serves as a director of Kearny Bank.

Four directors will be elected at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated John N. Hopkins, Catherine A. Lawton, Craig L. Montanaro and Leopold W. Montanaro for election as directors, each of whom has agreed to serve if so elected. All will serve until their respective successors have been elected and qualified. Each of the nominees is a current member of the Kearny Financial Board of Directors and each was previously elected by stockholders.

Except as indicated herein, there are no arrangements or understandings between any nominee and any other person pursuant to which any such nominee was selected. Unless authority to vote for the nominees is withheld, it is intended that the shares represented by the proxy card, if executed and returned, will be voted “FOR” the election of all nominees.

In the event that any nominee is unable or declines to serve, the persons named on the proxy card as proxies will vote with respect to a substitute nominee designated by Kearny Financial’s current Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees would be unable or would decline to serve, if elected.

KEARNY FINANCIAL’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		9

Directors and Executive Officers of Kearny Financial

The following table sets forth for each nominee, continuing director and executive officer of Kearny Financial and Kearny Bank, as applicable: name, positions with Kearny Financial, age, year of first election or appointment and expiration of current term if a director.

 

Name and Positions with Company		Age as of June 30, 2021		Year First Elected or Appointed		Current Term to Expire
BOARD NOMINEES FOR TERM TO EXPIRE IN 2024
John N. Hopkins		74		2002		2021
Director
Catherine A. Lawton		64		2018		2021
Director
Craig L. Montanaro		54		2010		2021
President and Chief Executive Officer, Director
Leopold W. Montanaro		81		2003		2021
Director
DIRECTORS CONTINUING IN OFFICE
Raymond E. Chandonnet		55		2015		2022
Director
John J. Mazur, Jr.		67		1996		2022
Chairman of the Board, Director
John F. McGovern		60		1999		2022
Director
Christopher Petermann		62		2015		2022
Director
Theodore J. Aanensen		76		1986		2023
Director
Joseph P. Mazza		77		1993		2023
Director
Charles J. Pivirotto		67		2018		2023
Director
John F. Regan		76		1999		2023
Director

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		10

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Eric B. Heyer		59		2009
Senior Executive Vice President, Chief Operating Officer
Keith Suchodolski		41		2018
Executive Vice President, Chief Financial Officer
Patrick M. Joyce		56		2002
Executive Vice President, Chief Lending Officer
Erika K. Parisi		56		2002
Executive Vice President, Chief Administrative Officer
Thomas D. DeMedici		60		2017
Executive Vice President, Chief Credit Officer
Anthony V. Bilotta, Jr.*		60		2018
Executive Vice President, Chief Banking Officer
John V. Dunne		70		2019
Executive Vice President, Chief Risk Officer
Timothy A. Swansson		44		2019
Executive Vice President, Chief Technology & Innovation Officer

* Officer of Kearny Bank only.

Business Experience and Qualifications of Directors

The Board of Directors believes that the many years of service that our directors have had with Kearny Financial and Kearny Bank or with other financial institutions is one of the most important qualifications for service on the Board of Directors. This service has given them extensive knowledge of the business of Kearny Bank and Kearny Financial. Furthermore, their service on Board of Directors’ committees, especially in the areas of audit, compliance, compensation, and interest rate risk, is critical to their ability to oversee the management of Kearny Bank by our executive officers. Service on the Board of Directors by the Chief Executive Officer is critical to aiding the outside directors to understand the crucial and complicated issues that are common in Kearny Bank’s business. Each outside director brings special skills, experience and expertise to the Board of Directors as a result of their other business activities and associations.

Nominees for Director

John N. Hopkins was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2002. His career at Kearny Bank began in 1975, and he retired in March 2011 as Chief Executive Officer of Kearny Financial and Kearny Bank after serving in those positions since January 2002. Prior to that time, he served as President and Chief Executive Officer of Kearny Financial and Kearny Bank, positions he held since 2002. He had served Kearny Bank as Executive Vice President from 1994 to 2002 and as Chief Financial Officer from 1994 to 1999. Active in professional and charitable organizations, he served on several committees of the New Jersey Bankers Association and on the Board of Directors of TICIC, Inc., a consortium that provides long-term financing for affordable and senior housing in New Jersey. He also served as Chairman of the Board of Trustees of Clara Maass Medical Center, Director Emeritus of the Rutherford Senior Citizens Center, Chairman of the Board of Trustees of West Hudson Hospital in Kearny and was a member of the Board of Trustees of the St. Barnabas Healthcare System (now RWJ Barnabas Health). He is a graduate of Fairleigh Dickinson University.

Mr. Hopkins’ many years of service in the operations of Kearny Bank and his past duties as Chief Executive Officer of Kearny Financial and Kearny Bank bring an extensive knowledge of the financial, economic and regulatory challenges we face which makes him well suited to counsel the Board on these matters.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		11

Catherine A. Lawton was elected as a director of Kearny Financial Corp. and Kearny Bank in October 2018. Prior to her retirement in 2019, Ms. Lawton was a principal in the investment banking group of Sandler O’Neill + Partners, L.P. (“Sandler O’Neill”), a full-service investment bank serving the financial institutions industry. During her 25-year career at Sandler O’Neill, Ms. Lawton was responsible for providing a wide range of investment banking services to community banks, including general strategic planning, mergers and acquisitions, and public and private capital raising transactions. From 1993 to 2004, Ms. Lawton also served as Sandler O’Neill’s general counsel. Prior to joining Sandler O’Neill, Ms. Lawton spent nine years in the corporate and banking group of a large New York law firm advising financial institutions and prior to that was a certified public accountant with KPMG. Ms. Lawton holds a Bachelor of Science in Business Administration from Georgetown University and a Juris Doctor from the University of Virginia School of Law. She currently serves as a trustee of the University of Virginia Law School Foundation and Chair of its Investment Committee.

Ms. Lawton brings a deep knowledge of markets and valuation to the Board, together with a strength in corporate governance, risk assessment and general financial matters.

Craig L. Montanaro was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2010. Mr. Montanaro joined Kearny Bank in 2003 when Kearny acquired West Essex Bank where he served as Senior Vice President and Chief Operating Officer. He was appointed President and Chief Executive Officer of Kearny Financial and Kearny Bank in April 2011. Prior to that time, he had served as President and Chief Operating Officer since April 2010. He previously performed the duties of Senior Vice President and Director of Strategic Planning for Kearny Bank and Kearny Financial from 2005 to March 2010 and from 2003 to 2004 served as Vice President and Regional Branch Administrator. Mr. Montanaro serves as President and Member of the Board of Directors of the KearnyBank Foundation. Active in community and professional organizations, he serves as 1^st Vice Chairman of the Chilton Hospital Foundation as well as a Trustee of the Wood-Ridge Memorial Foundation. Mr. Montanaro is also a member of the Boards of Directors of the Junior Achievement of New Jersey, New Jersey Bankers Business Services and New Jersey Bankers. He is a graduate of Syracuse University earning a Bachelor’s Degree in finance and marketing and in 2000 received his MBA from Fairfield University. He also received a Graduate Degree in banking from the National School of Banking at Fairfield University. Craig L. Montanaro is the son of Director Leopold W. Montanaro.

In addition to his wide range of management experience and leadership skills, Mr. Montanaro’s strong economic background and his knowledge and understanding of the financial, economic, social and regulatory environments make him a valuable asset to the Board of Directors.

Leopold W. Montanaro was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2003. He also serves as a director of the KearnyBank Charitable Foundation. Mr. Montanaro is retired and was the Chairman, President and Chief Executive Officer of West Essex Bancorp, Inc. and West Essex Bank where he was employed since 1972 until that bank was acquired by Kearny Financial in 2003. He also served in the US Naval Submarine Service. Mr. Montanaro is the father of Craig L. Montanaro, President and Chief Executive Officer of Kearny Bank and Kearny Financial.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		12

Mr. Montanaro’s past service as President of a financial institution, director on the board of the Federal Home Loan Bank of New York, Chairman of the Board of Directors of the New Jersey Thrift and Bankers Association and his participation in our local community for 50 years brings an extensive knowledge of the financial, economic and regulatory challenges we face as well as knowledge of the local economy and business opportunities for Kearny Bank.

Continuing Directors with Terms to Expire in 2022

Raymond E. Chandonnet was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2015. He is the founder and sole practitioner of BankStrategies.net, an advisory company he started in 2015 that periodically provides balance sheet, earnings and technology strategy consulting, training and business development to banks, credit unions and FinTech companies. From June 2020 to July 2021, Mr. Chandonnet served as Chief Revenue Officer with Neocova, a technology company that provides data analytics, regulatory compliance automation and core banking solutions to community financial institutions. Mr. Chandonnet previously served from 2019-2020 as Managing Director and head of the Financial Strategy Advisory Services practice at Hovde Group, a boutique investment banking firm that focuses on financial institutions. He also was founder and sole practitioner of Second Act Capital Partners LLC (2015-2017), an advisory firm that focused on creating partnerships between community/regional banks and FinTech companies. Prior to starting his own companies, Mr. Chandonnet served as a partner and Chief Balance Sheet Strategist with Sandler O’Neill from 2007 to 2014, and as head of Bank Strategy for JPMorgan Securities (2005-2007), Lehman Brothers (2001-2005), First Union Capital Markets (1997-2001), and the Federal Home Loan Bank of Boston (1992- 1997). The roster of clients he has worked with over his career includes banks and credit unions, Federal Home Loan Banks, regulators, public accounting firms, and FinTech companies. Mr. Chandonnet is a frequent publisher and speaker on a wide range of issues related to bank financial management and technology utilization and holds a Master’s Degree in finance from Bentley College Graduate School of Business in Waltham, MA and a Bachelor’s Degree in Computer Science from Merrimack College in North Andover, MA.

Mr. Chandonnet’s background brings a strong understanding of accounting, regulatory and tax issues to the Board along with his beneficial knowledge of balance sheet structure and strategies and his familiarity with information technology and FinTech.

John J. Mazur, Jr. was appointed to serve on the Board of Directors of Kearny Financial Corp. and Kearny Bank in 1996 and was appointed Chairman of the Board of Directors of Kearny Financial and Kearny Bank in 2004. He currently serves on the Board of the Meadowlands Chamber of Commerce as well as the Board of Regents at Felician University and serves as advisor to the Board of the Meadowlands YMCA. Mr. Mazur was the President/Chief Executive Officer of Elegant Desserts, a wholesale bakery located in Lyndhurst, New Jersey, which opened in 1994 and sold gourmet cakes locally and nationally until it was sold in 2017. He continued as President of the new company through March, 2020. From 1976 to 2003, he was also a partner and general manager of Mazur’s Bakery, in Lyndhurst, New Jersey, a family owned business that operated from 1936 until 2003 when it was sold. Mr. Mazur is a graduate of Villanova University.

Mr. Mazur is currently in real estate management and actively involved in bringing in new business relationships to the Bank. He has extensive knowledge of the banking industry and brings strong marketing and sales skills to the Board as well as a wide range of experience in business management and employee relations.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		13

John F. McGovern was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 1999. He has worked as a self-employed Certified Public Accountant (“CPA”) since 1986 and Certified Financial Planner (“CFP”) since 1995 and holds the designation of Personal Financial Specialist (“PFS”) from the American Institute of Certified Public Accountants. Since 2001, he has been a federally registered investment advisor. Mr. McGovern is also the owner of McGovern Monuments, Inc. a monument sales and lettering company located in North Arlington, New Jersey that has been family owned and operated since 1924. Mr. McGovern is involved in local and community organizations, including the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. He has been designated as an audit committee financial expert under the Securities and Exchange Commission’s rules and regulations.

Through his considerable experience as a CPA/PFS and CFP and his strong risk assessment, financial reporting and internal control expertise, as well as extensive knowledge of accounting and regulatory issues, Mr. McGovern provides an essential understanding of public accounting and financial matters to the Board.

Christopher Petermann was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2015. He is a Certified Public Accountant (“CPA”), the Partner in Charge of the Cranford office of PKF O’Connor Davies, LLP, a member of the firm’s Executive Committee and serves as Co-Partner-in-Charge for the Private Foundation and Philanthropic Services Practice. He has over 30 years of specialized experience in accounting for exempt organizations and private foundations, as well as closely held businesses and financial services entities. He holds a number of professional committee and community board positions including involvement with the NJ Symphony Orchestra, along with the American Institute of Certified Public Accountants, the New Jersey Society of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Petermann holds a Bachelor of Science degree in accounting from Bucknell University.

Mr. Petermann provides the Board with proficient guidance relative to financial reporting, accounting and tax matters as well as internal control and governance issues as an independent director.

Continuing Directors with Terms to Expire in 2023

Theodore J. Aanensen was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 1986. He served as Chairman of the Board of Kearny Bank from January 2000 through January 2004 and as Chairman of the Board of Kearny Financial from March 2001 through January 2004. He is a co-owner of Aanensen’s, a luxury home remodeling and custom cabinetry company established in Kearny, New Jersey in 1951, serving as President since 1982. Mr. Aanensen is a graduate of Upsala College.

With over 50 years of business experience, Mr. Aanensen has strong leadership, sales and customer assessment skills. Mr. Aanensen’s broad understanding of Kearny Bank’s industry strengthens the Board’s collective knowledge of our business and the policies and practices of the Board as its governing body.

Joseph P. Mazza was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 1993. He has been the sole owner of a dental practice in Rutherford, New Jersey since 1971. Dr. Mazza also serves on the Delta Dental of New Jersey, Inc. Board of Trustees, where he served as Chairman of the Audit Committee and currently serves as Chairman of the Strategy Committee. Recently, he was elected to the Board of Directors of Flagship Health Systems, Inc. He is also on the Board of Directors of the Rutherford Senior Citizens Center (55 Kip). He served in the U.S. Army from 1969 to 1971, both in the U.S. and in Vietnam, and then continued to serve in the U.S. Army Reserves as a Lieutenant Colonel through 1993. Dr. Mazza is a graduate of Seton Hall University and the University of Pennsylvania.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		14

Dr. Mazza brings to the Board strong leadership and business management skills along with valuable experience relating to governance and ethical issues.

Charles J. Pivirotto was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 2018. Mr. Pivirotto served on the Board of Clifton Bancorp Inc. and Clifton Savings Bank and was the Audit Committee Chairman from February 2007 until the bank was acquired by Kearny Financial in 2018. Mr. Pivirotto was formerly the managing shareholder of Pivirotto & Company, CPA’s, PA and is currently a partner at Geltrude & Company, LLC. He has been awarded a Certificate of Educational Achievement by the American Institute of CPA’s Continuing Professional Education Division for “Tax Planning and Advising for Closely Held Businesses.” He is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. Mr. Pivirotto is a graduate of William Paterson University.

Mr. Pivirotto’s extensive expertise in financial reporting, accounting and tax matters and regulatory and compliance issues provides the Board with broad and valuable risk assessment, financial reporting, internal control and business management insight.

John F. Regan was appointed to serve on the Board of Directors of Kearny Financial Corp. and the Board of Directors of Kearny Bank in 1999. Now retired, he was the majority shareholder and President of two automobile sales and service companies, DeMassi Pontiac, Buick and GMC, located in Riverdale, New Jersey and Regan Pontiac, Buick and GMC, located in Long Island City, New York since 1995. Both companies closed in 2009.

Mr. Regan’s involvement in our local community brings knowledge of the local economy and business opportunities to Kearny Bank. His solid leadership and business management skills, as well as a depth of knowledge in the areas of operational efficiency and effectiveness, are valuable assets to the Board.

Business Experience and Qualifications of Executive Officers Who Are Not Directors

The business experience for the past five years of each of our executive officers who are not directors is set forth below. Unless otherwise indicated, the executive officer has held his or her position for the past five years.

Eric B. Heyer was appointed Senior Executive Vice President and Chief Operating Officer in July 2018, having previously served as Executive Vice President and Chief Financial Officer since April 2014 and as Senior Vice President and Chief Financial Officer since April 2011. He became First Vice President and Chief Accounting Officer of Kearny Financial in October 2009 and of Kearny Bank in July 2009. Mr. Heyer had previously served as Senior Vice President, Treasurer and Chief Financial Officer of American Bancorp of New Jersey, Inc. from 1997 until its acquisition by Investors Bancorp, Inc. in May 2009.

Keith Suchodolski was appointed Executive Vice President and Chief Financial Officer of Kearny Financial and Kearny Bank in July 2018, having previously served as Senior Vice President, Corporate Finance and Chief Accounting Officer since March 2018, Senior Vice President and Controller since June 2014 and First Vice President and Controller since January 2013. Mr. Suchodolski had previously served as the Controller of various financial institutions in the Mid-Atlantic region since 2005 and has been employed in the banking industry since 2001. Mr. Suchodolski holds a Master of Business Administration degree, with a specialization in Finance, from Fairleigh Dickinson University and a Bachelor of Science degree from Ramapo College of New Jersey.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		15

John V. Dunne was appointed Executive Vice President and Chief Risk Officer in July 2019. He previously served as Senior Vice President and Chief Risk Officer since March 2016. Mr. Dunne has over forty years’ experience in banking, primarily in management positions regarding internal audit and risk management. Prior to joining Kearny Bank, Mr. Dunne served as Director of Regulatory Management at Credit Agricole Indosuez, Director of Risk Management at Dime Bank, and Chief Risk Officer at Alma Bank. His past responsibilities included risk management, internal audit, compliance, and information security matters. Mr. Dunne holds an MBA in Finance from Pace University.

Timothy A. Swansson was appointed Executive Vice President and Chief Technology and Innovation Officer of Kearny Bank in July 2019. He previously served as Senior Vice President and Chief Technology and Innovation Officer of Kearny Bank since 2017 and had also served as Senior Vice President and Chief Technology Officer; Senior Vice President and Director of Information Technology; and 1^st Vice President and Director of Information Technology. He was formerly employed by a technology service provider and had been working directly with Kearny Bank since 2003 until he was appointed an officer of Kearny Bank in 2008.

Anthony V. Bilotta, Jr. was appointed Executive Vice President and Chief Banking Officer of Kearny Bank in June 2018. He is an experienced banker with more than 40 years of banking experience. Mr. Bilotta previously served as Executive Vice President and Director of Retail Banking of Peapack Gladstone Bank where he was responsible for all aspects of retail banking, sales development, corporate marketing, business development, treasury management and government banking from 2013 until his appointment as an executive officer of Kearny Bank. Prior to Peapack Gladstone Bank, Mr. Bilotta held executive positions at a variety of financial institutions.

Thomas D. DeMedici was appointed Executive Vice President and Chief Credit Officer of Kearny Bank in June 2017, having previously served as Senior Vice President and Chief Credit Officer of Kearny Bank since September 2010. He is a seasoned banking professional with over 35 years of banking and lending experience. During his career, Mr. DeMedici has held previous Executive Officer positions at other banking institutions including President and Chief Operating Officer and Executive Vice President/Chief Lending Officer.

Patrick M. Joyce was appointed Executive Vice President and Chief Lending Officer of Kearny Bank in April 2014, previously serving as Senior Vice President and Chief Lending Officer of Kearny Bank since 2002 and as Vice President of Loan Originations from 1999 to 2002. He was formerly employed by South Bergen Saving Bank where he served as Assistant Corporate Secretary and as a Loan Originator and joined Kearny Bank when South Bergen Savings Bank was acquired by Kearny Bank in 1999. He joined South Bergen Savings Bank in 1985.

Erika K. Parisi was appointed Executive Vice President and Chief Administrative Officer in July 2019, having previously served as Executive Vice President and Director of Customer Relationship Management Analytics of Kearny Bank since June 2016. She has also served as Executive Vice President and Branch Administrator of Kearny Bank since April 2014, as Senior Vice President and Branch Administrator of Kearny Bank since 2002 and Vice President and Branch Administrator from 1999 to 2002. She was formerly employed by South Bergen Savings Bank as Vice President/Branch Administrator and joined Kearny Bank when South Bergen Savings Bank was acquired by Kearny Bank in 1999. She joined South Bergen Savings Bank in 1991. Ms. Parisi holds a Bachelor of Science degree, majoring in accounting, from the State University of New York at Albany.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		16

Corporate Governance Matters

Board Independence

The Board of Directors determines the independence of each director and director nominee in accordance with Nasdaq Stock Market rules, which include all elements of independence as set forth in the listing requirements for Nasdaq securities. The Board of Directors has determined that Messrs. Aanensen, Chandonnet, Hopkins, Mazur, Mazza, McGovern, Petermann, Pivirotto, Regan, and Ms. Lawton are “independent” within the meaning of such standards. In determining the independence of our directors and director nominees, the Board of Directors considered certain transactions, relationships and arrangements between the Company and its directors and director nominees that are not required to be disclosed in this Proxy Statement under the heading “Transactions With Certain Related Persons,” including Mr. Chandonnet’s former employment with Neocova, which provides cloud-based banking data analytics solutions to the Company. Mr. Chandonnet resigned from his position at Neocova in July 2021.

Code of Ethics

The Company has adopted a Code of Ethics that reflects current circumstances and Securities and Exchange Commission and Nasdaq definitions for such codes. The code of business conduct and ethics covers the Company, Kearny Bank and other subsidiaries. Among other things, the code of business conduct and ethics includes provisions regarding honest and ethical conduct, conflicts of interest, full and fair disclosure, compliance with law, and reporting of and sanctions for violations. The code applies to all directors, officers and employees of the Company and subsidiaries. A copy of the Code of Ethics (referred to as Conflicts of Interest & Code of Conduct) may be viewed through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. As further matters are documented, or if those documents (including the Code of Ethics) are changed, waivers from the code of business conduct and ethics are granted, or new procedures are adopted, those new documents, changes and/or waivers will be posted on the website.

Transactions With Certain Related Persons

Since the beginning of the last fiscal year, no directors, executive officers or their immediate family members have had a direct or indirect material interest in any transactions in which we or any subsidiary were a participant involving an amount in excess of $120,000 (other than loans from Kearny Bank).

Kearny Bank makes loans to its executive officers, directors and employees in the ordinary course of business. Kearny Bank has adopted written policies governing these loans. In accordance with federal regulations, all such loans or extensions of credit 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 persons not related to Kearny Bank and did not involve more than the normal risk of collectability or present other unfavorable features. All such loans are approved in advance by the Board of Directors with any interested director abstaining. Loans to insiders are monitored on a monthly basis to ensure continued compliance with Kearny Bank’s lending policies.

The Nominating and Corporate Governance Committee is responsible for reviewing transactions with directors, executive officers and their family members, for the purpose of determining whether the transactions are in compliance with our policies and should be ratified and approved.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		17

Board Leadership Structure and Role in Risk Management

Under the Board of Directors’ current leadership structure, the offices of Chairman of the Board and Chief Executive Officer are held by separate individuals. John J. Mazur, Jr. serves as Chairman of the Board of Directors. Mr. Mazur is an independent director and does not serve in any executive capacity with the Company. The Company’s Chief Executive Officer is Craig L. Montanaro. Although the offices of Chairman of the Board and Chief Executive Officer are currently held by separate individuals, the Board of Directors has not made a determination that this is the appropriate leadership structure for the Board of Directors in all circumstances and reserves the right to combine these offices in the future if deemed appropriate under the circumstances.

The Board of Directors has general authority over the Company’s risk oversight function, with authority delegated to the Enterprise Risk Management Committee to review risk management policies and practices in specific areas of the Company’s business. The Audit & Compliance Committee is primarily responsible for providing oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations. The Audit & Compliance Committee works closely with officers involved in the risk management function and the internal audit staff who report directly to the Audit & Compliance Committee.

Operation of the Board of Directors

During the year ended June 30, 2021, the Board of Directors of Kearny Financial held 16 meetings. During the year ended June 30, 2021, no director attended fewer than 75% of the total meetings of the Board of Directors and committees on which he or she served during the period for which he or she had been a director. The Board of Directors maintains an Audit & Compliance Committee, an Environmental, Social and Governance (“ESG”) Committee, an Executive Committee, an Interest Rate Risk Management Committee, an Asset Quality Committee, an Enterprise Risk Management Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. There were two executive sessions of the Board of Directors held during the year ended June 30, 2021.

ESG Committee. In 2021, the Company established an ESG Committee of the Board that has primary oversight of all ESG matters and is responsible for reviewing ESG-related strategies, initiatives, policies and risk management. The Company has published and ESG highlights report, which is located on the Company’s Investor Relations website. This committee consists of Directors Petermann (Chair), Lawton, Mazur and Montanaro (Craig) and meets as needed.

Enterprise Risk Management Committee. This committee consists of Directors Hopkins (Chair), Chandonnet, Lawton, McGovern, Montanaro (Leopold) and Regan. The responsibilities of this committee encompass determining the Company’s appropriate level of risk and strategy, monitoring management’s implementation thereof, identifying and managing multiple and cross-enterprise operational and strategic risks and monitoring the Company’s overall risk position. This committee is scheduled to meet quarterly and met four times during the year ended June 30, 2021.

Compensation Committee. This committee consists of Directors Aanensen (Chair), Petermann and Regan. Each member of the Compensation Committee is independent in accordance with the current listing standards of The Nasdaq Stock Market, including the enhanced independent requirements for compensation committee members of listed companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Board of Directors has adopted a written charter for the Compensation Committee which is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. The responsibilities of this committee include appraisal of the performance of

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		18

executive officers, administration of management compensation plans and review of directors’ compensation. This committee reviews industry compensation surveys and reviews the recommendations of management on employee compensation matters. This committee meets as needed and met five times during the year ended June 30, 2021.

Audit & Compliance Committee. This committee consists of Directors McGovern (Chair), Mazur, Mazza and Petermann. Each member of the Audit & Compliance Committee is independent in accordance with the listing standards of The Nasdaq Stock Market, including those standards specifically applicable to audit committee members. The Board of Directors has determined that John F. McGovern is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. This committee’s responsibilities include oversight of the internal audit and regulatory compliance activities and monitoring management and employee compliance with the Board of Directors’ audit policies and applicable laws and regulations. This committee is directly responsible for the appointment, compensation, retention and oversight of the work of the external auditors. The Board of Directors has adopted a written charter for the Audit & Compliance Committee, which governs its composition, responsibilities and operation. A copy of this charter is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. This committee meets monthly and also periodically with the internal auditor, the compliance officer and the external auditors and met 16 times during the year ended June 30, 2021.

Audit & Compliance Committee Report. For the fiscal year ended June 30, 2021, the Audit & Compliance Committee: (i) reviewed and discussed the Company’s audited financial statements with management; (ii) discussed with the Company’s independent auditor for the fiscal year ended June 30, 2021, Crowe, all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and (iii) received from Crowe written disclosures and the letter concerning the firm’s independence with respect to the Company, as required by the applicable requirements of the Public Company Accounting Oversight Board. Based on the foregoing review and discussions, the Audit & Compliance Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 for filing with the Securities and Exchange Commission.

This Audit & Compliance Committee Report shall not be deemed incorporated by reference by 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 Kearny Financial specifically incorporates this information by reference, and shall not otherwise be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission under such Acts.

 

Audit & Compliance Committee:		John F. McGovern (Chair)
		John J. Mazur, Jr.
		Joseph P. Mazza
		Christopher Petermann

Nominating and Corporate Governance Committee. This committee consists of Directors Mazur (Chair), Aanensen, McGovern, Petermann and Regan and is responsible for, among other things, the annual selection of nominees for election as directors. Each member of the Nominating and Corporate Governance Committee is independent in accordance with the listing standards of The Nasdaq Stock Market. This committee operates under a written charter, which governs its composition, responsibilities and operations. A copy of this charter is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. The committee meets as needed and met five times during the year ended June 30, 2021.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		19

The charter states that in evaluating candidates for nomination, the Nominating and Corporate Governance Committee will consider, among other things, the candidates’ knowledge (including relevant industry knowledge), understanding of the Company’s business, experience, skills, substantive areas of expertise, financial literacy, innovative thinking, business judgment, achievements, independence, personal and professional integrity, character, reputation, ability to represent the interests of all stockholders, time availability in light of other commitments, dedication, absence of conflicts of interest, diversity and other factors required to be considered under applicable laws, rules or regulations or that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. The Nominating and Corporate Governance Committee may consider diversity in market knowledge, background, experience, qualifications, and other factors as part of its evaluation of each candidate.

The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The Nominating and Corporate Governance Committee’s process for identifying and evaluating potential nominees includes soliciting recommendations from directors and officers of the Company and Kearny Bank. Additionally, the Nominating and Corporate Governance Committee will consider persons recommended by stockholders of the Company in selecting the individuals the Nominating and Corporate Governance Committee recommends to the Board of Directors for selection as the Board of Directors’ nominees. The Nominating and Corporate Governance Committee will evaluate persons recommended by directors or officers of the Company or Kearny Bank and persons recommended by stockholders in the same manner.

To be considered in the Nominating and Corporate Governance Committee’s selection of individuals the Nominating and Corporate Governance Committee recommends to the Board of Directors for selection as the Board of Directors’ nominees, recommendations from stockholders must be received by the Company in writing by at least 120 days prior to the date the proxy statement for the previous year’s annual meeting was first distributed to stockholders. Recommendations should identify the submitting stockholder, the person recommended for consideration and the reasons the submitting stockholder believes such person should be considered.

Kearny Financial’s bylaws provide that any stockholder desiring to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must submit written notice to Kearny Financial not less than 110 days nor more than 120 days prior to the anniversary of the prior year’s Annual Meeting of Stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to the anniversary of the preceding year’s annual meeting, a stockholder’s written notice shall be timely only if delivered or mailed to and received by the Secretary of Kearny Financial at the principal executive office of the corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and no later than the tenth day following the day on which public disclosure of the date of such annual meeting is first made.

Management believes that it is in the best interest of Kearny Financial and its stockholders to provide sufficient time to enable management to disclose to stockholders information about a dissident slate of nominations for directors. This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations, should management determine that doing so is in the best interests of stockholders generally. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted. In certain instances, such provisions could make it more difficult to oppose management’s nominees or proposals, even if stockholders believe such nominees or proposals are in their best interests.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		20

Employee, Officer and Director Hedging

The Company has adopted an anti-hedging and anti-pledging 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 the shares of Company common stock owned by an executive officer or director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies.

The anti-hedging and anti-pledging policy also prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be granted, in the sole discretion of the Board of Directors or the Nominating and Corporate Governance Committee of the Board of Directors and may be based on any relevant factors, including the percentage of securities held by the individual that is currently pledged and the magnitude of aggregate pledged shares in relation to total shares outstanding, market value or trading volume. Other than 8,748 shares pledged by Craig L. Montanaro, no other shares are currently pledged by a director or executive officer. The shares referenced are unchanged from the prior fiscal year.

The Company does not have anti-hedging policies or procedures that are applicable to the Company’s employees who are not executive officers and as such, hedging transactions by non-executive employees are not prohibited.

The information provided under this Employee, Officer and Director Hedging section shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Kearny Financial specifically incorporates this information by reference.

Compensation Discussion and Analysis (“CD&A”)

This section discusses the Company’s executive compensation philosophy, guidelines and programs, and the material factors affecting the Company’s decisions regarding the compensation of its senior executives. This CD&A is presented to give our stockholders a clear and comprehensive picture of the Company’s executive compensation program, and its individual components. The Named Executive Officers (“NEOs”) for fiscal year 2021 are:

 

•

Craig L. Montanaro, President and Chief Executive Officer (“CEO”)

 

•

Eric B. Heyer, Senior Executive Vice President and Chief Operating Officer (“COO”)

 

•

Keith Suchodolski, Executive Vice President and Chief Financial Officer (“CFO”)

 

•

John V. Dunne, Executive Vice President and Chief Risk Officer (“CRO”)

 

•

Timothy A. Swansson, Executive Vice President and Chief Technology and Innovation Officer (“CTIO”)

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		21

Executive Summary

Business Performance Achievements. For the fiscal year ended June 30, 2021, the Company achieved record earnings and advanced several of its short- and long-term strategic goals. During the year, the reallocation of the Company’s balance sheet, with a particular focus on high-value commercial loan and deposit relationships, led to noteworthy improvements in net interest margin, net income and earnings per share.

For the fiscal year ended June 30, 2021, the Company reported net income of $63.2 million, or $0.77 per diluted share, compared to $45.0 million, or $0.55 per diluted share, for the fiscal year ended June 30, 2020. The following are noteworthy highlights for fiscal year 2021:

 

•

Net income increased 40.6%, to $63.2 million, while earnings per share increased 39.5%, to $0.77 per diluted share.

 

•

Net increase margin increased 30 basis points to 2.75%, while net interest income increased 23.5% to $184.5 million.

 

•

The Company completed the acquisition of MSB Financial Corp. on July 10, 2020, adding total assets of $581.9 million, net loans of $530.2 million and total deposits of $460.2 million.

 

•

Core non-maturity deposits, excluding acquired balances, grew $712.5 million, or 27.5%, including organic growth of 29.4% in non-interest-bearing deposits.

 

•

Gain on sale of loans increased $2.4 million, or 75.0%, largely driven by increased mortgage banking activity.

 

•

The Company repurchased 10,567,073 shares of common stock at a cost of $119.0 million, or $11.26 per share.

 

•

Cash dividends paid totaled $0.35 per share, an increase of 20.7% from the year ended June 30, 2020.

 

•

Key financial ratios improved year-over-year, as follows:

 

Ratio		Fiscal 2020				Fiscal 2021
Return on Average Assets			0.67	%			0.86	%
Return on Average Equity			4.10	%			5.79	%
Return on Tangible Equity			5.10	%			7.22	%
Efficiency Ratio			63.66	%			60.16	%

“Say on Pay” Vote. On October 22, 2020, stockholders voted on a non-binding resolution to approve the compensation for the NEOs, commonly referred to as a “say on pay” vote. The resolution was approved with a 95.74% affirmative vote, demonstrating strong support of the Compensation Committee’s executive pay decisions.

Compensation Best Practices. Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives’ interests with those of our stockholders:

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		22

		WHAT WE DO		WHAT WE DO NOT DO
✓		Significant emphasis on performance- based, “at-risk” compensation		X		No fully discretionary annual incentive plans
✓		Independent compensation consultant engaged by the Compensation Committee		X		No repricing and exchange of underwater options for cash or shares without stockholder approval
✓		Annual risk assessments		X		No short vesting periods for awards of restricted stock and grants of stock options
✓		Compensation recoupment “clawback” policy		X		No significant perquisites
✓		Stock ownership guidelines		X		No excise tax gross-ups in our employment and change in control agreements
✓		Anti-hedging and pledging policy		X		No “single trigger” change in control severance

Compensation Actions At-A-Glance. Taking into account our performance, stockholder feedback and our compensation best-practices, the Compensation Committee took the following actions concerning the compensation of the NEOs:

 

•

Base Salaries: The Committee approved increases for the NEOs effective July 1, 2020. For details, please refer to page 27 of this CD&A.

 

•

Executive Management Incentive Program: Each of the NEOs participated in the Executive Management Incentive Program. Consistent with our financial performance, incentive payouts for fiscal year 2021 were above target performance. For details, please refer to pages 27-30 of this CD&A.

 

•

Long-Term Equity Awards: On December 1, 2020, each of the NEOs had long-term equity award grants partially vest under the stockholder-approved 2016 Equity Incentive Plan (the “2016 Plan”). The Board of Directors and Compensation Committee believe that our award of stock options and restricted stock under the 2016 Plan is consistent with market compensation practices, particularly in the context of second-step conversions as substantially all second-step conversion institutions adopt equity incentive plans and the intention to adopt such plan was disclosed in the Company’s second-step offering materials. The 2016 Plan provides the Company with the greater ability to attract, retain and motivate leadership to promote its growth, improve its performance and further align the interest of its executives with the interests of its stockholders. It also gives the Company the flexibility to provide, and more heavily rely upon, equity-based compensation awards, and reduce reliance on cash compensation, which will tie the compensation of the NEOs to the performance of our common stock. For details about the structure of the equity awards that were granted on December 1, 2016, and which partially vested on December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020, please refer to pages 31-32 of this CD&A.

On June 1, 2021, one-time equity awards were granted to Mr. Dunne and Mr. Swansson in recognition of their promotions to Executive Vice President and Chief Risk Officer and Executive Vice President and Chief Technology and Innovation Officer respectively. For details about the structure of the equity awards granted, please refer to pages 31-32 of this CD&A.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		23

What Guides our Executive Compensation Program

Compensation Philosophy and Objectives. Our compensation philosophy is driven by the following guiding principles that reinforce the critical connections between business performance, stockholder value creation and senior leadership:

 

•

Pay for Performance: A substantial portion of an NEO’s total compensation should be variable and contingent upon the attainment of certain specific and measurable annual- and long-term business performance objectives.

 

•

Stockholder Alignment: Executives should be compensated through a mix of components (base salaries, annual- and long-term incentives) designed to create long-term value for our stockholders, as well as foster a culture of ownership.

 

•

Competitiveness: Target compensation is set at a level that is competitive with that being offered to individuals holding similar positions at other organizations with which we compete for business and talent.

 

•

Attraction and Retention: The executive compensation program should enable Kearny Bank to retain superior executive talent, as well as attract additional top-tier leadership.

The Principal Components of Compensation. Our compensation philosophy is supported by the following principal components in our executive compensation program.

 

Compensation Component		Form		Purpose
Base Salary		Cash (Fixed)		Provide a fixed level of pay that recognizes the NEO’s scope of responsibilities, skills, performance and experience for the value of his or her role.
Executive Management Incentive Program		Cash (Variable)		Motivate and reward NEOs for achieving annual Company, business unit, and individual goals that support the long-term strategic plan.
Long-Term Equity Awards		Equity (Variable)		Provide incentives for NEOs to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s retention strategy.

The Decision-making Process. The Compensation Committee oversees the executive compensation program for the NEOs. The Compensation Committee is comprised of independent, non-employee members of our Board of Directors. The Compensation Committee works closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year and when considering and making any material long term equity awards. Details of the Compensation Committee’s authority and responsibilities are specified in the Compensation Committee’s charter, which is available through the Investor Relations link located at the bottom of our website at www.kearnybank.com.

The Role of the Compensation Committee. The Compensation Committee reviews all compensation and awards to the NEOs. The Compensation Committee utilizes publicly available information to gather information related to compensation practices for executive officers of financial services companies in order to determine market competitive levels of compensation as well as reviewing internal pay levels within the executive group.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		24

The Compensation Committee considers a variety of factors as it evaluates compensation for each officer including:

 

•

the Company’s overall financial performance as compared to budget and prior year’s performance;

 

•

bank regulatory compliance and examination results;

 

•

the Company’s performance metrics compared to other financial services companies in our market area, including return on assets, loan and deposit growth, level of non-performing loans, and other risk management metrics; and

 

•

the individual achievements of each officer in their respective areas of responsibility; and the market competitiveness of the Company’s compensation and benefits programs applicable to its executive management group.

The Compensation Committee also considers the potential risks to which the incentive compensation programs may expose the Company, and the established policies, controls, and procedures of the Company and Kearny Bank that exist to protect against such risks to the Company (See “Compensation Risk Assessment”).

The Role of Management. Upon the request of the Compensation Committee, the CEO may be asked to provide input regarding the performance and compensation of his direct reports. The Compensation Committee takes this information under advisement; the Compensation Committee makes its decisions independently and regularly hosts executive sessions. The CEO may not be present during voting or deliberations on his compensation.

The Role of the Independent Consultant. The Compensation Committee has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. During fiscal year 2021, the Compensation Committee retained the services of Pearl Meyer & Partners LLC (“Pearl Meyer”), an independent compensation consulting firm.

A representative from Pearl Meyer attends the Compensation Committee meetings upon request for the purpose of reviewing compensation data with the Compensation Committee and participating in general discussions on compensation for the NEOs. While the Compensation Committee considers input from Pearl Meyer when making compensation decisions, the Compensation Committee’s final decisions reflect many factors and considerations.

Pearl Meyer reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee has analyzed whether the work of Pearl Meyer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees from the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		25

Committee has determined, based on its analysis of the above factors, among others, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company has not created any conflict of interest.

The Role of Benchmarking. It is the Compensation Committee’s goal to provide the NEOs with a total compensation package that is both competitive and reflective of the performance achieved by the Company compared to the performance achieved by the Company’s peers. The Compensation Committee periodically considers publicly-available data for informational purposes when making its compensation- related decisions. However, market data is not the sole determinant of the Company’s practices or executive compensation levels. When determining base salaries, incentive opportunities and annual equity grants for NEOs, the Compensation Committee also considers the performance of the Company and the individual, the nature of an individual’s role within the Company, as well as experience and contributions to his or her current role.

In setting compensation for fiscal year 2021, the Board and the Compensation Committee considered a review of executive compensation conducted by Pearl Meyer which helped to provide a market-based framework for managing executive pay practices going forward. As part of this review and analysis, Pearl Meyer developed the following peer group, which consisted of 17 publicly-traded commercial banks with assets between $4.8 billion and $10.5 billion.

 

Bryn Mawr Bank Corporation		Northwest Bancshares, Inc.
Columbia Financial, Inc. (MHC)		OceanFirst Financial Corp.
ConnectOne Bancorp, Inc.		Peapack-Gladstone Financial Corporation
Dime Community Bancshares, Inc.		Provident Financial Services, Inc.
First Commonwealth Financial Corporation		S&T Bancorp, Inc.
Flushing Financial Corporation		Tompkins Financial Corporation
Lakeland Bancorp, Inc.		TrustCo Bank Corp NY
NBT Bancorp Inc.		Univest Financial Corporation
Northfield Bancorp, Inc.

For each of the peer companies, data regarding base salaries, annual incentives, and long-term incentives was obtained from their annual proxy statements. This data was supplemented with industry data collected from banking surveys. Survey data was narrowed to those companies with assets of approximately $6.0 billion.

Additional factors and recommendations from Pearl Meyer were also considered and resulted in base salary increases to each NEO for fiscal years 2021 and 2022.

In fiscal 2020, in order to continue to validate the appropriateness of the Company’s executive compensation pay levels and practices as compared to the market, the Compensation Committee engaged Pearl Meyer to provide an updated review of the compensation of its most senior executives, including the NEOs. The analysis showed that the NEOs had base salary levels below market. As a result, for fiscal year 2022, the Committee approved market adjustments to the NEO’s base salaries.

Details of Compensation Components

Base Salary. Base salaries for executives and other officers are reviewed by the Compensation Committee on an annual basis. Salaries are reflective of the executive’s job responsibilities, job performance and experience, and the competitive market.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		26

After considering the comprehensive market analysis presented by Pearl Meyer, the Compensation Committee determined that base salary levels should be adjusted due to their position relative to the market median. In order to better align base salaries with the market, as well as recognize the significant efforts of the senior management team in fiscal year 2021, the Compensation Committee approved the following adjustments effective July 1, 2021.

 

Executive		Fiscal 2020 Base Salary($)				Fiscal 2021 Base Salary($)				% Change				Fiscal 2022 Base Salary($)				% Change
Craig L. Montanaro			577,058				650,000				12.64	%			675,000				3.80	%
Eric B. Heyer			352,260				362,828				3.00	%			393,668				8.50	%
Keith Suchodolski			276,813				339,000				22.46	%			355,950				5.00	%
John V. Dunne			232,821				242,134				4.00	%			268,163				10.75	%
Timothy A. Swansson			261,975				269,834				3.00	%			279,278				3.50	%

Executive Management Incentive Program. All NEOs participate in the Executive Management Incentive Program (the “Program”). The Program is designed to recognize and reward executives for their annual contribution to Kearny Bank’s performance. Eligibility is limited to executives that have a significant impact on the success of the Company. The Program is a short-term cash incentive plan that directly ties annual cash awards to the Company’s performance as achieved across multiple performance measures. The performance measures and goals are defined each year and approved by the Compensation Committee.

To ensure that the executive compensation program is aligned with the market and with the interest of its stockholders, as well as reflective of the Company’s business strategy, the Compensation Committee approved new incentive scorecards for fiscal year 2021. Specifically, corporate metrics included Net Income, Earnings per Share—basic and Operating Expense Ratio with individual goals including financial and non-financial goals commensurate with the executives’ roles.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		27

At their discretion, the Committee may adjust results for non-recurring items. For fiscal year 2021, the Committee elected to make adjustments to Net Income, Earnings per Share—Basic and the Operating Expense Ratio as presented in accordance with Generally Accepted Accounting Principles (“GAAP”). Such adjustments were made to account for the impact of non-recurring income and expense items, as described in further detail in the table below:

 

Reconciliation of GAAP to Non-GAAP (Dollars in Thousands, Except Per Share Data, Unaudited)		For the year ended June 30, 2021
Adjusted Net Income:
Net income (GAAP)		$	63,233
Non-recurring transactions — net of tax:
Bargain purchase gain			(3,053	)
Provision for credit losses on non-PCD loans			3,563
Merger-related expenses			3,123
Branch consolidation expenses and impairment charges			1,377
Net effect of sales and calls of securities			(804	)
Debt extinguishment expenses			558
Reversal of income tax valuation allowance			(535	)
Net effect of sales of other assets			(731	)
Adjusted Net Income		$	66,731
Adjusted Earnings Per Share:
Weighted average common shares – basic			82,387
Weighted average common shares – diluted			82,391
Earnings per share – basic (GAAP)		$	0.77
Earnings per share – diluted (GAAP)		$	0.77
Adjusted earnings per share – basic (non-GAAP)		$	0.81
Adjusted earnings per share – diluted (non-GAAP)		$	0.81
Adjusted Operating Expense Ratio:
Non-interest expense (GAAP)
Non-routine transactions:		$	125,885
Merger-related expenses			(4,349	)
Branch consolidation expenses and impairment charges			(1,961	)
Debt extinguishment expenses			(796	)
Non-interest expense (non-GAAP)		$	118,779
Total average assets		$	7,333,861
Operating expense ratio (GAAP)			1.72	%
Adjusted operating expense ratio (non-GAAP)			1.62	%

Performance Gates

In order to ensure incentives are funded based on profits, there are “performance gates” that must be achieved in order to fund any awards beyond Target payout levels. No payments are made under the Program if Net Income falls below 50% of Target-level performance. Additionally, the Company must achieve at least 75% of its Net Income Target for any awards to be paid beyond the Target-level payout. If performance falls below 50% of Target on any performance metric, no incentive compensation is paid on that particular measure. For fiscal year 2021, Net Income was 142.57% of Target and all performance gates were achieved.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		28

Target Incentive Opportunities

The table below represent the Target opportunity as a percentage of base salary, and the component weightings for each NEO for fiscal year 2021 performance:

 

		Target Opportunity				Component Weightings
Executive						Corporate				Individual
Craig L. Montanaro			40	%			80	%			20	%
Eric B. Heyer			35	%			80	%			20	%
Keith Suchodolski			30	%			70	%			30	%
John V. Dunne			30	%			70	%			30	%
Timothy A. Swansson			30	%			70	%			30	%

At the beginning of each year, a range of performance is established for each performance metric (Floor; Target; and Cap). Results against each range determines the payout opportunity for each performance metric, ranging from 0% (not achieving minimal performance) to 150% (achieving exceptional performance) of the established Target.

Corporate Performance Metrics

The following discusses the performance metrics, weightings and calculation of the Corporate component of the Program.

 

		Corporate Performance Metrics & Weightings
Executive		Net Income				Earnings per Share (Basic)				Operating Expense Ratio
All NEOs			33.33	%			33.33	%			33.33	%

The table below lists the performance measures in each corporate category, the goal at target and the actual results, as adjusted for the non-recurring items, for fiscal year 2021:

 

Corporate Performance Metrics		Target				Actual				% Achieved
Net Income (dollars in thousands)		$	46,807			$	66,731				142.57	%
Earnings per Share — basic			0.53				0.81				152.57	%
Operating Expense Ratio			1.63	%			1.62	%			100.92	%

Individual Performance Metrics

For fiscal year 2021, each NEO is assigned individual performance metrics, equally weighted under the Program. Goals are generally milestone-based. An assessment regarding payout is made by the Compensation Committee informed by quantitative and qualitative data and feedback provided by the CEO. The following table summarizes the general nature of the goals and the aggregate payout for each NEO on the Individual component:

 

Executive		Individual Goals		% of Target Goal				Earned % of Base Salary
Craig L. Montanaro		Capital deployment and business growth, digital strategy, ESG			142	%			11.33	%
Eric B. Heyer		Enterprise-wide project management, retail strategy, real estate optimization			125	%			8.75	%
Keith Suchodolski		Risk management, strategic planning, organizational structure			125	%			11.25	%
John V. Dunne		Risk management, fraud prevention			100	%			9.00	%
Timothy A. Swansson		Digital strategy			125	%			11.25	%

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		29

Earned Payouts

The following shows each NEO’s payout as a percentage of base salary on the Corporate and Individual performance metrics for fiscal year 2021 performance:

 

		Performance Categories
						Corporate Metrics
Executive		Payout at Target				Net Income				Earnings per Share – Basic				Operating Expense Ratio				Individual Performance Metrics				Payout Earned
Craig L. Montanaro			40	%			16.00	%			16.00	%			10.86	%			11.33	%			54.20	%
Eric B. Heyer			35	%			14.00	%			14.00	%			9.50	%			8.75	%			46.25	%
Keith Suchodolski			30	%			10.50	%			10.50	%			7.13	%			11.25	%			39.38	%
John V. Dunne			30	%			10.50	%			10.50	%			7.13	%			9.00	%			37.13	%
Timothy A. Swansson			30	%			10.50	%			10.50	%			7.13	%			11.25	%			39.38	%

 

Executive		Base Salary ($)				Payout at Target ($)				Payout at Target (%)				Actual Payout Earned ($)				% of Base Salary
Craig L. Montanaro			650,000				260,000				40.00	%			352,274				54.20	%
Eric B. Heyer			362,828				126,990				35.00	%			167,826				46.25	%
Keith Suchodolski			339,000				101,700				30.00	%			133,494				39.38	%
John V. Dunne			242,134				72,640				30.00	%			89,901				37.13	%
Timothy A. Swansson			269,834				80,950				30.00	%			106,257				39.38	%

Executive Management Incentive Program – Fiscal 2022

The Compensation Committee intends to continue with the Executive Management Incentive Program in a manner consistent with fiscal year 2021. However, the Board of Directors and the Compensation Committee are actively monitoring the effects of the COVID-19 pandemic on the economy, the trading markets for equity securities (including, in particular, the value of equity securities of banking institutions) and our operations and future results. In light of these developments, the Committee will evaluate their actual and potential effects on operating results and stockholder value. Performance goals and the incentives associated with the Program may be adjusted to account for these factors. Any material changes will be disclosed in accordance with applicable disclosure obligations.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		30

Long-Term Equity Incentive Compensation. The NEOs are eligible for long-term incentives, all of which are issued under the terms of our stockholder-approved 2016 Plan. The 2016 Plan provides incentives for executives to execute on longer-term performance goals that drive stockholder value creation, with an emphasis on performance-based vesting for restricted stock awards. It also supports the Company’s leadership retention strategy. On December 1, 2016, each NEO received an equity grant under this Plan. Additionally, equity awards were granted to Mr. Suchodolski on January 7, 2019 and to Mr. Dunne and Mr. Swansson on June 1, 2021 in recognition of their promotions to Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Risk Officer and Executive Vice President and Chief Technology and Innovation Officer, respectively. All awards described in this section have the same terms and are subject to the requirements stated in the following table:

 

Type of Equity		Percentage of Award		Overview
Performance- Based Restricted Stock		50% of all restricted stock awards		•  Awards vest 20% per year over a five-year period commencing one year from the date of grant based on performance. •  Vesting depends on the achievement of pre-determined, annual return on average assets (“ROAA”) goals as established by the Compensation Committee each year. For awards vested during the year ended June 30, 2021, the ROAA target was 0.53%. •  Accomplishment of the ROAA target results in full vesting of the number of shares allocated to the year (i.e., 20% of the total shares granted on December 1, 2016 and January 7, 2019 in Mr. Suchodolski’s case). Awards only vest if the ROAA target is achieved or exceeded and shares are not adjusted upwards for performance above target. •  For the fiscal year ended June 30, 2020, actual performance exceeded the ROAA target; therefore, awards vested on December 1, 2020 and January 7, 2021 in Mr. Suchodolski’s case.
Time-Based Restricted Stock		50% of all restricted stock awards		•  Vesting: Awards vest 20% per year over a five-year period commencing one year from the date of grant. •  Paid in Company shares at vesting.
Stock Options				•  Exercise price: 100% of fair market value on the grant date. •  Vesting: Awards vest 20% per year over a five-year period commencing one year from the date of grant. •  Exercise term: Maximum of 10 years (shorter exercise term upon termination of employment).

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		31

2021 Long-Term Equity Incentive Award Vesting. The table below reflects the long-term incentive awards that vested for each of the NEOs on December 1, 2020 and on January 7, 2021 for Mr. Suchodolski.

 

NEO		Performance-Based Restricted Stock				Time-Based Restricted Stock				Stock Options
Craig L. Montanaro			25,000				25,000				108,000
Eric B. Heyer			9,500				9,500				30,000
Keith Suchodolski			8,500				8,500				30,000
John V. Dunne			1,400				1,400				8,000
Timothy A. Swansson			2,200				2,200				15,000

For a more detailed description of the material factors utilized in the granting of the above- referenced restricted stock awards and stock options, please see “Executive Compensation—2016 Equity Incentive Plan” below.

Other Compensation Guidelines, Practices and Policies

Stock Ownership Guidelines. The Board of Directors believes that it is in the best interest of the Company and its stockholders to align the financial interests of its executive officers and directors with those of stockholders. Accordingly, the Company has adopted Stock Ownership Guidelines for NEOs and Directors of the Company that require the following minimum investment in Company common stock:

 

Position		Guideline
CEO		A number of shares having a market value equal to three times (3.0x) annual base salary
All Other NEOs		A number of shares having a market value equal to two times (2.0x) annual base salary
Non-Employee Directors		A number of shares having a market value equal to four times (4.0x) annual cash retainer (excluding any committee fees)

Newly appointed Named Executive Officers and Directors have three years from the time they are appointed, promoted or elected, as the case may be, to meet these guidelines. In order to expedite this process, a minimum of fifty percent (50%) of shares (net of taxes) acquired through the Company’s Equity Incentive Plan(s) will be required to be held upon each vesting until the Guidelines are met. For the purpose of determining if the ownership guidelines are met, unvested performance shares and underlying outstanding stock options will not be considered. Stock ownership for NEOs and Directors is reviewed on an annual basis and the Nominating and Corporate Governance Committee maintains responsibility for the administration of this policy at their full discretion.

“Claw-Back” Provision. The executive compensation program includes a claw-back provision. In the event the Company or Kearny Bank is required to restate its financial statements, participants will be required to forfeit any incentive award earned or distributed during the period for which the restatement is required in excess of what they would have otherwise received based on restated results. The Compensation Committee has discretion in determining the application of claw-backs and the amounts to be reclaimed under this provision.

Anti-Hedging and Pledging Policy. Please see the disclosure provided above under the section entitled “Employee, Officer and Director Hedging.”

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		32

Retirement Income. The NEOs are eligible to participate in benefit plans available to all employees, including the 401(k) Plan and the ESOP. Certain NEOs also participate in the related ESOP Benefits Equalization Plan, which provides benefits that would otherwise be limited under the ESOP due to IRS limits, and the frozen Kearny Bank defined benefit pension plan and the frozen Benefits Equalization Plan related to the defined benefit plan (each of which have been frozen as of July 1, 2007 so that future service or salary changes will not increase retirement benefits).

Compensation Risk Assessment. During fiscal year 2021, senior management conducted an updated Compensation Risk Assessment which concluded the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Tax Deductibility of Executive Compensation. Prior to the implementation of the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts Act”), Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for compensation over $1.0 million paid for any fiscal year to our President and Chief Executive Officer and specified other executive officers, subject to certain exceptions such as “performance-based” compensation. As a result of the Tax Cuts Act, the Company may no longer take an annual deduction for any compensation paid to its NEOs in excess of $1.0 million per NEO. Due to the continued importance and benefit to the Company and our stockholders of awarding compensation that is structured to properly incentivize our executive officers, the Compensation Committee believes that is in our best interests to retain flexibility in awarding compensation, even if some awards may be non-deductible compensation expense to the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

This Compensation Committee Report shall not be deemed incorporated by reference by 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, other than the Company’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” and shall not otherwise be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission under such Acts.

 

Compensation Committee:				Theodore J. Aanensen (Chair)
				Christopher Petermann
				John F. Regan

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		33

Executive Compensation

Summary Compensation Table. The following table sets forth for the fiscal years ended June 30, 2021, 2020 and 2019 certain information as to the total compensation paid to our President and Chief Executive Officer, Senior Executive Vice President and Chief Operating Officer, Executive Vice President and Chief Financial Officer and our two other most highly compensated executive officers. Each executive is referred to as a named executive officer (“NEO”).

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards(1) ($)				Option Awards(1) ($)				Non-Equity Incentive Plan Compensation(2) ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)				All Other Compensation(5) ($)				Total ($)
Craig L. Montanaro			2021				650,000				—				—				—				352,274				—				144,681				1,146,955
President and CEO			2020				577,058				—				—				—				321,402				37,000				200,966				1,136,426
			2019				560,250				—				—				—				188,031				18,000				180,249				946,530
Eric B. Heyer			2021				362,828				—				—				—				167,826				—				89,688				620,342
SEVP and COO			2020				352,260				—				—				—				165,508				—				111,825				629,593
			2019				342,000				—				—				—				100,434				—				104,996				547,430
Keith Suchodolski			2021				339,000																133,494				—				56,074				528,568
EVP and CFO			2020				276,813				—				—				—				110,520				—				76,514				463,847
			2019				268,751				—				842,940				189,375				71,426				—				53,623				1,426,115
John V. Dunne(4)			2021				242,134				—				352,043				—				89,901				—				34,600				718,678
EVP and CRO
Timothy A. Swansson(4)			2021				269,834				—				352,043				—				106,257				—				38,327				766,461
EVP and CTIO

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		34

 

(1)

Amounts shown represent awards under the Company’s performance-based, long-term incentive compensation program. For stock awards, fifty percent (50%) of the total awards are subject to performance-based vesting requirements and the other fifty percent (50%) are subject to time-based vesting. In accordance with FASB ASC Topic 718, the reported amount represents the full grant date value of each award. Awards vest at a rate of 20% per year beginning on the first anniversary of the date of grant and on each subsequent anniversary. The assumptions used in the calculation of these amounts are included in Note 14 to our audited consolidated financial statements for the fiscal year ended June 30, 2021 included in our Annual Report on Form 10-K. For stock option awards, amounts reported are grant date fair values computed based upon the Black-Scholes option valuation model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized by a NEO will be at or near the value shown above. For restricted stock awards, the amount shown reflects the aggregate grant date fair value of the restricted stock awards. For those restricted stock awards that are subject to performance conditions, the grant date fair values are based on the outcome of such conditions at target level.

(2)

Reflects the amounts earned by each NEO under the Kearny Bank Executive Management Incentive Compensation Plan. Please see the section titled “Compensation Discussion and Analysis – Executive Management Incentive Program” for a discussion of this plan and the determination of the 2021 bonus amounts.

(3)

Reflects the actuarial change in pension value in Mr. Montanaro’s accrued benefit under the defined benefit pension plan from June 30 of the prior year to June 30 of the reported year. Mr. Montanaro is the only NEO that participates in the defined benefit pension plan. Pension values may fluctuate significantly from year to year depending on a number of factors, including age and the assumptions used to determine the present value of a named executive officer’s accumulated benefit. For 2021, the change in pension value for Mr. Montanaro was negative $6,000; however, applicable SEC rules require that we report any negative number as a zero in the above table.

(4)	Messrs. Dunne and Swansson were NEO’s for the first time in the 2021 fiscal year and, pursuant to SEC rules, compensation for the 2020 and 2019 fiscal years are not required to be reported.

(5)	For fiscal year 2021, all other compensation included the following:

 

Name		401(k) Plan Company Contributions ($)				Bank Owned Life Insurance ($)				ESOP and ESOP BEP Company Contributions(1) ($)				Long-Term Care Premiums ($)				Dividends Paid on Unvested Stock Awards ($)				Other(2) ($)
Craig L. Montanaro			—				1,347				64,183				3,886				52,500				22,765
Eric B. Heyer			9,916				1,265				33,056				14,701				19,950				10,800
Keith Suchodolski			10,643				306				24,879				8,444				11,802				—
John V. Dunne			7,660				—				18,600				—				2,940				5,400
Timothy A. Swansson			8,532				296				24,879				—				4,620				—

 

(1)	For Messrs. Montanaro, Heyer and Suchodolski, amount shown includes regular ESOP allocations of $35,529, $27,553 and $23,148, respectively, and for Messrs. Montanaro, Heyer and Suchodolski, allocations under the related ESOP Benefits Equalization Plan of $28,654, $5,503 and $1,731, respectively.

(2)	For Mr. Montanaro, the amount shown includes an automobile allowance of $10,778 and country club dues of 11,987. For Messrs. Heyer and Dunne, the amount shown includes an automobile allowance of $10,800 and $5,400, respectively.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		35

Grants of Plan-Based Awards. The following table sets forth information regarding plan-based awards made to the NEOs for the fiscal year ended June 30, 2021.

 

Name		Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock(3) (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards(4) ($)
						Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Craig L. Montanaro			—				130,000				260,000				390,000				—				—				—				—				—				—				—
Eric B. Heyer			—				63,495				126,990				190,485				—				—				—				—				—				—				—
Keith Suchodolski			—				50,850				101,700				152,550				—				—				—				—				—				—				—
John V. Dunne			—				36,320				72,640				108,960				—				—				—				—				—				—				—
			6/1/2021				—				—				—				—				—				—				13,427				—				—				176,028
			6/1/2021				—				—				—				—				13,426				—				—				—				—				—
Timothy A. Swansson			—				40,475				80,950				121,425				—				—				—				—				—				—				—
			6/1/2021				—				—				—				—				—				—				13,427				—				—				176,028
			6/1/2021				—				—				—				—				13,426				—				—				—				—				—

 

(1)

The amounts reported in these columns include potential cash payouts corresponding to achievement of the threshold, target and maximum performance objectives under the Executive Management Incentive Program. Please see the section titled “Compensation Discussion and Analysis - Executive Management Incentive Program” for a discussion of this plan.

(2)

The amount of each performance-based restricted stock award is contingent upon satisfying a performance-based target as of June 30, 2021, and each subsequent June 30 through June 30, 2025. If the performance objectives are met or exceeded, the number of shares earned vest 20% on June 1, 2022, and 20% on each subsequent June 1 through June 30, 2026. The awards will become 100% vested earlier upon death or disability, and the shares of Company common stock will be issued to the NEO on June 1 following the applicable vesting date provided the NEO is employed on such date. The awards were made under the 2016 Plan and please see the section titled “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation” for a discussion of this plan.

(3)

The amounts shown in this column reflect the number of shares of restricted stock granted to the NEO pursuant to the 2016 Plan. These awards are subject to time-based vesting, and the awards will vest 20% on June 1, 2022, and 20% on each subsequent June 1 through June 1, 2026 provided the NEO is employed on such dates, and the awards will become 100% vested earlier upon death or disability.

(4)

The amounts shown in this column reflect the full grant date fair value of the restricted stock awards calculated in accordance with FASB ASC No. 718, and, for performance-based awards, the amounts shown reflect attaining the performance at the target level. The grant date per share fair value for the restricted stock award was $13.11, which was the closing price of the Company’s stock on the date of grant.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		36

Outstanding Equity Awards at Fiscal Year End. The following table provides information regarding stock options and restricted stock awards held by the NEOs as of June 30, 2021.

 

		Option Awards																Stock Awards
																		Restricted Stock								Performance Shares
Name		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested				Market Value of Shares or Units of Stock That Have Not Vested(2) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(7) ($)
Craig L. Montanaro			432,000				108,000	(1)			15.35				12/1/2026				25,000	(1)			298,750				25,000	(4)			298,750
Eric B. Heyer			120,000				30,000	(1)			15.35				12/1/2026				9,500	(1)			113,525				9,500	(4)			113,525
Keith Suchodolski			60,000				15,000	(1)			15.35				12/1/2026				2,200	(1)			26,290				2,200	(4)			26,290
			30,000				45,000	(2)			13.38				1/7/2029				18,900	(2)			225,855				18,900	(5)			225,855
			6,902				—				9.82				4/1/2025				—				—				—				—
John V. Dunne			32,000				8,000	(1)			15.35				12/1/2026				1,400	(1)			16,730				1,400	(4)			16,730
																			13,427	(3)			160,453				13,426	(6)			160,441
Timothy A. Swansson			60,000				15,000	(1)			15.35				12/1/2026				2,200	(1)			26,290				2,200	(4)			26,290
																			13,427	(3)			160,453				13,426	(6)			160,441
			34,510				—				10.71				4/1/2024

 

(1)	Awards vest at a rate of 20% per year with the remaining awards vesting on December 1, 2021.

(2)	Awards vest at a rate of 20% per year with the remaining awards vesting on January 7, 2022, January 7, 2023 and January 7, 2024.

(3)	Awards vest at a rate of 20% per year with the remaining awards vesting on June 1, 2022, June 1, 2023, June 1, 2024, June 1, 2025 and June 1, 2026.

(4)

Performance shares (restricted stock subject to performance-based vesting) vest at a rate of 20% per year provided that certain performance metrics are achieved, with the remaining awards vesting, if at all, on December 1, 2021. For a description of the performance metrics, please see the section titled “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation.”

(5)

Performance shares (restricted stock subject to performance-based vesting) vest at a rate of 20% per year provided that certain performance metrics are achieved, with the remaining awards vesting, if at all, on January 7, 2022, January 7, 2023 and January 7, 2024. For a description of the performance metrics, please see the section titled “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.”

(6)

Performance shares (restricted stock subject to performance-based vesting) vest at a rate of 20% per year provided that certain performance metrics are achieved, with the remaining awards vesting, if at all, on June 1, 2022, June 1, 2023, June 1, 2024, June 1, 2025 and June 1, 2026. For a description of the performance metrics, please see the section titled “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation.”

(7)	Amounts based on the closing price of the Company common stock as of June 30, 2021 ($11.95).

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		37

2016 Equity Incentive Plan. Stockholders of the Company approved the 2016 Plan at our 2016 Annual Meeting of Stockholders. Under the 2016 Plan, individuals may receive awards of restricted stock and grants of stock options to purchase shares of Company common stock at a specified exercise price during a specified time period. The 2016 Plan provides for a total share reserve of 5,211,324 shares (or 7.21% of the shares issued in the Company’s second-step conversion, excluding exchange shares), of which 1,523,696 may be issued as restricted stock awards shares (or 2.11% of the shares issued in the second- step, excluding exchange shares).

The Compensation Committee believes that stock ownership provides a significant incentive in building stockholder value by further aligning the interests of our officers and employees with stockholders because such compensation is directly linked to the performance of Company common stock. This element of compensation increases in importance as the Company common stock appreciates in value and serves as a retention tool for executives. The inclusion of performance-based vesting awards also encourages long- term strategic focus of our executives.

The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority and discretion to select the persons who will receive awards; establish the terms and conditions relating to each award; adopt rules and regulations relating to the 2016 Plan; and interpret the 2016 Plan. The 2016 Plan also permits the Compensation Committee to delegate all or any portion of its responsibilities and powers.

The Company’s employees and outside directors are eligible to receive awards under the 2016 Plan. Awards may be granted in a combination of restricted stock awards, incentive stock options, and non- qualified stock options. The exercise price of stock options granted under the 2016 Plan may not be less than the fair market value on the date the stock option is granted. Stock options are subject to vesting conditions and restrictions as determined by the Compensation Committee. No dividends will be paid with respect to any stock award subject to performance-vesting conditions unless and until the performance conditions are met and vesting occurs, and only on that portion of the stock award that actually vests.

All restricted stock and stock option grants will be subject to conditions established by the Compensation Committee that are set forth in the award agreement. Awards granted under the 2016 Plan will vest upon death, disability, or involuntary termination of employment or service following a change in control (as defined in the 2016 Plan).

Option Exercises and Stock Vested. The following table sets forth information regarding the vesting of restricted stock awards and stock option exercises for each NEO during fiscal year ended June 30, 2021.

 

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(1) ($)
Craig L. Montanaro			—				—				50,000				556,500
Eric B. Heyer			—				—				19,000				211,470
Keith Suchodolski			—				—				17,000				197,526
John V. Dunne			—				—				2,800				31,164
Timothy A. Swansson			—				—				4,400				48,972

 

(1)

The amounts reported in this column are determined by multiplying the number of shares that vested by the per share closing price of Company common stock on the vesting date and adding the dividends paid on such vested shares. The amount of dividends paid on such vested shares are included as compensation for the individual in the Summary Compensation Table.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		38

Frozen Pension Plan. Kearny Bank is a participating employer in a multiple-employer pension plan sponsored by the Pentegra Defined Benefit Plan for Financial Institutions (the “Pension Plan”), and, effective July 1, 2007, Kearny Bank froze all future enrollments and benefit accruals under the Pension Plan and related benefits equalization plan. The Pension Plan provides for monthly payments to each participating employee at normal retirement age. A participant who is vested in the Pension Plan may take an early retirement and elect to receive a reduced monthly benefit beginning as early as age 45. The Pension Plan also provides for payments in the event of disability or death. The annual benefit amount upon retirement at age 65 equals 2% of the participant’s highest five-year average salary times years of service determined as of June 30, 2007. Benefits are payable in the form of a monthly retirement benefit and a death benefit or an alternative form that is actuarially equivalent.

Supplemental Executive Retirement Plan. Kearny Bank has entered into a supplemental executive retirement plan, effective as of July 1, 2021 (the “SERP”), with Mr. Montanaro. Under the SERP, which is a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code, the executive is entitled to receive an amount equal to the present value of an annual benefit equal to fifty percent (50%) of the executive’s highest annual base salary that would have been payable monthly over a period of one-hundred eighty (180) months following a termination of employment on or after age sixty- five (65), with the benefit paid in a lump sum within ten (10) days following the executive’s termination of employment. If the executive terminates employment prior to age sixty-five (65) (other than due to death, disability or following a change in control), the executive will be entitled to receive a lump sum payment equal to the accrual balance (as defined in the SERP) within ten (10) days following the executive’s termination of employment. If the executive dies prior to termination of employment, the SERP will not pay any benefits to the executive’s beneficiary and instead the executive’s beneficiary will receive a death benefit under the executive life insurance agreement entered into between Kearny Bank and the executive. The agreement also provides a benefit in the event of the executive’s disability or upon the occurrence of a change in control followed by a qualifying termination of employment.

The following table provides information with respect to the payments that each NEO may receive following, or in connection with retirement, under the Pension Plan and SERP as of June 30, 2021.

 

Name		Plan Name		Number of Years Credited Service				Present Value of Accumulated Benefit(1) ($)				Payments During Last Fiscal Year ($)
Craig L. Montanaro		Pension Plan			4				163,000				—
		SERP(2)			—				—				—
Eric B. Heyer		Pension Plan			—				—				—
Keith Suchodolski		Pension Plan			—				—				—
John V. Dunne		Pension Plan			—				—				—
Timothy A. Swansson		Pension Plan			—				—				—

 

(1)

Assumes retirement at normal retirement age as defined in the Pension Plan. Present value is calculated using assumptions set forth in Note 13 to our audited consolidated financial statements for the fiscal year ended June 30, 2021 included in our Annual Report on Form 10-K. Mr. Montanaro is the only NEO that participates in the Pension Plan.

(2)	The SERP is effective as of July 1, 2021 and therefore Mr. Montanaro did not have a benefit as of June 30, 2021.

ESOP. Kearny Bank maintains an ESOP, a tax-qualified defined contribution retirement plan, for all employees who have satisfied the ESOP’s eligibility requirements. Employees of Kearny Bank who have been credited with at least 1,000 hours of service during a 12-month period are eligible to participate in the ESOP. In 2005, the ESOP borrowed funds from the Company pursuant to a loan and used those funds to purchase 1,745,700 shares of common stock for the ESOP in connection with the Company’s initial public offering (the “2005 Loan”). In connection with the completion of the second-step stock offering and conversion on May 18, 2015, the ESOP purchased an additional 3,612,500 shares of Company common

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		39

stock. The ESOP funded its stock purchase with a loan from the Company equal to the aggregate purchase price of the common stock and the outstanding balance of the 2005 Loan (the 2005 Loan was refinanced into the new ESOP plan). This loan will be repaid principally through Kearny Bank’s contribution to the ESOP and dividends payable on the common stock held by the ESOP over the 20-year term of the loan. The interest rate for the ESOP loan is 3.25%.

Shares purchased by the ESOP are held in an unallocated suspense account, and shares will be allocated to the participants’ accounts as the loan is repaid on a pro-rata basis. The trustee will allocate the shares released among the participants’ accounts on the basis of each participant’s proportional share of eligible plan compensation relative to all participants’ proportional share of eligible plan compensation. All shares of Company common stock held by the ESOP prior to the completion of the second-step stock offering and conversion on May 18, 2015 were automatically converted to shares of Company common stock pursuant to the exchange ratio of 1.3804.

Vested benefits will be payable generally upon the participants’ termination of employment, and will be paid generally in the form of cash or Company stock, or both. Pursuant to FASB ASC Topic 718- 40, the Company will record a compensation expense each year in an amount equal to the fair market value of the shares released from the unallocated suspense account.

401(k) Plan. Kearny Bank maintains a 401(k) Plan, a tax-qualified defined contribution retirement plan, for all employees who have satisfied the 401(k) Plan’s eligibility requirements. All eligible employees can begin participation in the 401(k) Plan on the first day of the month coinciding with or following the date on which the employee attains age 21 and has completed three months of service and 250 hours of service. A participant may contribute up to 75% of his or her compensation to the 401(k) Plan on a pre-tax basis, subject to the limitations imposed by the Internal Revenue Code. For 2021, the salary deferral contribution limit is $19,500, provided, however, that a participant over age 50 may contribute an additional $6,500 to the 401(k) Plan. In addition to salary deferral contributions, the 401(k) Plan provides that Kearny Bank will make an employer matching contribution equal to 100% of a participant’s salary deferral contribution, provided that such amount does not exceed 1% of a participant’s compensation, plus 50% of a participant’s salary deferral contribution that exceeds 1% but does not exceed 6% of a participant’s compensation earned during the plan year. A participant is always 100% vested in his or her salary deferral contributions and employer matching contributions. Each participant has an individual account under the 401(k) Plan and may direct the investment of his or her account among a variety of investment options or vehicles available.

Nonqualified Deferred Compensation. Kearny Bank has implemented a Benefits Equalization Plan related to the ESOP. This plan constitutes a defined contribution plan providing for deferral of compensation on a non-tax-qualified basis. The purpose of this plan is to provide a benefit to senior executives of Kearny Bank whose benefits under the ESOP are limited by Sections 401(a)(17) and 415 of the Internal Revenue Code. For example, this plan provides participants with a benefit for any compensation that they may earn in excess of $290,000, as indexed, comparable to the benefits earned by all participants under the ESOP for compensation earned below that level. Kearny Bank may utilize a grantor trust in connection with this plan in order to set aside funds that ultimately may be used to pay benefits under the plan. The assets of the grantor trust will remain subject to the claims of Kearny Bank’s general creditors in the event of insolvency, until paid to a participant following termination of employment according to the terms of the plan. Benefits under the plan will be paid in a lump sum in the form of shares of common stock to the extent permissible under applicable regulations, or in the alternative, benefits will be paid in cash based upon the value of such shares at the time that such benefit payments are made. The actual value of benefits under this plan and the annual financial reporting expense associated with this plan are calculated annually based upon a variety of factors, including the actual value of benefits for participants determined under the ESOP each year, the applicable limitations under the Internal Revenue Code that are subject to

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		40

adjustment annually and the compensation of each participant at such time. Generally, benefits under the plan are taxable to each participant at the time of receipt of such payment, and Kearny Bank will recognize a tax-deductible compensation expense at such time.

The following table sets forth information with respect to NEOs with accumulated benefits under the Benefits Equalization Plan related to the ESOP as of June 30, 2021.

 

Name		Executive Contributions In Last Fiscal Year ($)				Company Contributions in Last Fiscal Year(1) ($)				Aggregate Gain/Loss in Last Fiscal Year ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last Fiscal Year End(2) ($)
Craig L. Montanaro			—				28,654				79,086				—				199,685
Eric B. Heyer			—				5,503				8,439				—				15,041
Keith Suchodolski			—				1,731				1,731				—				1,731
John V. Dunne			—				—				—				—				—
Timothy A. Swansson			—				—				—				—				—

 

(1)	Contributions included in the “Company Contributions in Last Fiscal Year” column are included as compensation for the individual in the Summary Compensation Table.

(2)	Amounts included in the “Aggregate Balance at Last Fiscal Year End” have been reported as compensation for the individuals for years in which their summary compensation has been reported.

Employment Agreements. Kearny Bank has entered into employment agreements with Messrs. Montanaro and Heyer and the Company is a party to the agreements solely as a guarantor. In addition, the Company has entered into an employment agreement with Mr. Montanaro, which is substantially identical to the agreement Kearny Bank entered into with Mr. Montanaro, except the compensation payable under Mr. Montanaro’s agreement with the Company is reduced dollar-for-dollar for any compensation paid by Kearny Bank. Mr. Montanaro and Mr. Heyer’s agreements have a three-year term. Commencing on the first anniversary of the agreements (which is defined as July 1 of each calendar year) and on each subsequent anniversary thereafter, the agreements may be renewed for an additional year so that the remaining term is three years for Messrs. Montanaro and Heyer’s agreements, provided that the disinterested members of the board of directors of Kearny Bank conduct a performance evaluation of the executive and affirmatively approve the extension.

The current base salary for Messrs. Montanaro and Heyer are $675,000 and $393,668, respectively. In addition to base salary, each executive is generally entitled to participate in discretionary bonuses, pension and other retirement benefit plans, welfare benefit plans and other equity, incentive and benefit plans and perquisites applicable to senior management of Kearny Bank. Upon the termination of an executive’s employment at any time on or after attainment of age 62 and until the executive becomes eligible for Medicare coverage, the executive is eligible to receive reimbursement for participation in medical coverage comparable to coverage under Kearny Bank’s plan.

In the event of the executive’s involuntary termination of employment for reasons other than cause, disability or death, the executive is entitled to a severance payment equal to the executive’s base salary for the remaining term of the agreement, payable in a lump sum within 10 days of the executive’s termination of employment, and continued medical and dental coverage for generally the remaining term of the agreement. In the event the executive voluntarily resigns during the term of the employment agreement for “good reason” (as defined in the agreement), the executive is entitled to a severance payment equal to the executive’s annual base salary, payable in a lump sum within ten days of the executive’s termination of employment.

In the event of a change in control of the Company or Kearny Bank followed within 24 months by the executive’s involuntary termination of employment for any reason other than cause or the executive’s termination for good reason, then in lieu of the severance benefits described immediately above, Mr.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		41

Montanaro is entitled to a severance benefit equal to 2.999 times his prior five-year average annual taxable compensation and Mr. Heyer is entitled to a severance benefit equal to three times his total compensation earned during the most recently completed calendar year ending on or prior to the date of the his termination of employment. In addition, the executives are entitled to continued participation in medical and dental coverage for generally the remaining term of the agreement.

Upon any termination of employment (except following a change in control), the executives will each be required to adhere to non-competition and non-solicitation covenants for six months.

For quantification of the amounts that would be payable to each NEO under his respective employment agreement in connection with a qualifying termination of employment, see the section entitled “Potential Payments Upon Termination or Change in Control” below.

Change in Control Agreements. Kearny Bank has entered into change in control agreements with Messrs. Suchodolski, Dunne and Swansson, which provides, in the event of a change in control of the Company or Kearny Bank followed within 24 months by the individual’s involuntary termination of employment for any reason other than cause or the executive’s termination for good reason, a severance payment equal to two times the individual’s annual base salary and bonus, payable in a lump sum within ten days of the individual’s termination of employment, and continued participation in medical and dental coverage for generally two years. For quantification of the amount that would be payable to Messrs. Suchodolski, Dunne and Swansson under their respective change in control agreements in connection with a qualifying termination of employment, see the section entitled “Potential Payments Upon Termination or Change in Control” below.

Executive Life Insurance Agreements. Kearny Bank is party to Executive Life Insurance Agreements with Messrs. Montanaro and Heyer pursuant to which Kearny Bank has purchased life insurance policies on behalf of the executives. Under the agreements, the beneficiary of each executive is entitled to a death benefit equal to two times the executive’s highest annual base salary in effect during the three calendar years prior to death, plus an additional one hundred thousand dollars, if the executive dies while employed by Kearny Bank or in effect during the three calendar years prior to retirement if the executive is retired at the time of death and meets certain age and service requirements. The maximum death benefit, however, may not exceed $1.5 million. In the event of a change in control of Kearny Bank prior to the executive’s death or retirement, the death benefit shall remain in effect, regardless of whether the age and service requirements have been met. In addition, Kearny Bank is a party to an Executive Life Insurance Agreements with Messrs. Suchodolski and Swansson under similar terms as described above, except that in the case of the executive’s termination of employment, for any reason, the benefit to the executives would cease.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		42

Potential Payments Upon Termination or Change in Control. The following table summarizes the estimated payments that would be made to the NEOs upon termination of employment as of June 30, 2021, pursuant to each executive’s employment agreement, change in control agreement, equity awards and other benefit plans and agreements. The amounts shown do not include the NEO’s vested stock options or account balances in the Benefits Equalization Plan related to the ESOP since the present value of the accumulated benefits in the Benefits Equalization Plan is provided in the above tables. The actual payments that would be made to the NEOs can only be determined at the time of such executive’s termination of employment. The amounts shown below are estimates based on multiple assumptions and the actual amounts to be received by a NEO may differ materially from the amounts shown below.

 

Name and Plan		Termination for Good Reason ($)				Termination w/o Cause No Change in Control ($)				Termination w/o Cause With Change in Control ($)				Death ($)				Disability(6) ($)
Craig L. Montanaro
Employment Agreement(1)			650,000				2,073,336				3,929,628				650,000				1,495,000
Exec. Life Ins. Agreement(3)			—				—				—				1,450,000				—
Restricted Stock Vesting(4)			—				—				597,500				597,500				597,500
Stock Option Vesting(5)			—				—				—				—				—

 

Name and Plan		Termination for Good Reason ($)				Termination w/o Cause No Change in Control ($)				Termination w/o Cause With Change in Control ($)				Death ($)				Disability(6) ($)
Eric B. Heyer
Employment Agreement(1)			362,828				1,211,820				2,145,784				362,828				834,504
Exec. Life Ins. Agreement(3)			—				—				—				875,656				—
Restricted Stock Vesting(4)			—				—				227,050				227,050				227,050
Stock Option Vesting(5)			—				—				—				—				—

 

Name and Plan		Termination for Good Reason ($)				Termination w/o Cause No Change in Control ($)				Termination w/o Cause With Change in Control ($)				Death ($)				Disability(6) ($)
Keith Suchodolski
Change in Control Agreement(2)			—				—				932,392				—				—
Exec. Life Ins. Agreement(3)			—				—				—				828,000				—
Restricted Stock Vesting(4)			—				—				504,290				504,290				504,290
Stock Option Vesting(5)			—				—				—				—				—

 

Name and Plan		Termination for Good Reason ($)				Termination w/o Cause No Change in Control ($)				Termination w/o Cause With Change in Control ($)				Death ($)				Disability(6)($)
John V. Dunne
Change in Control Agreement(2)			—				—				742,359				—				—
Exec. Life Ins. Agreement(3)			—				—				—				—				—
Restricted Stock Vesting(4)			—				—				354,341				354,341				354,341
Stock Option Vesting(5)			—				—				—				—				—

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		43

Name and Plan		Termination for Good Reason ($)				Termination w/o Cause No Change in Control ($)				Termination w/o Cause With Change in Control ($)				Death ($)				Disability(6)($)
Timothy A. Swansson
Change in Control Agreement(2)			—				—				572,504				—				—
Exec. Life Ins. Agreement(3)			—				—				—				689,668				—
Restricted Stock Vesting(4)			—				—				373,461				373,461				373,461
Stock Option Vesting(5)			—				—				—				—				—

 

(1)	This amount includes the estimated cost for continued medical and dental insurance coverage.

(2)

Messrs. Heyer, Suchodolski, Dunne and Swansson’s agreements provide that change in control severance payments will be reduced, to the extent necessary, to avoid a loss of deductibility under Section 280G of the Internal Revenue Code and imposition of excise taxes on the named executive officer under Section 4999 of the Internal Revenue Code. Accordingly, Messrs. Heyer, Suchodolski, Dunne and Swansson’s severance payments have been reduced by $335,258, $41,504, $155,252 and $92,655, respectively. The amount of such reductions may differ materially in subsequent years since the amounts are based on multiple assumptions that may or may not actually occur.

(3)

The death benefit includes the amount payable under each individual’s Executive Life Insurance Agreement and a death benefit of $50,000 payable under Kearny Bank’s group term life insurance plan. Mr. Dunne is not covered by an Executive Life Insurance Agreement and his beneficiary is entitled to a death benefit under the group term life insurance plan.

(4)	This amount represents the value of unvested restricted stock awards that become fully vested upon certain events, including death, disability and an involuntary termination, other than for cause, or termination for good reason following a change in control of the Company.

(5)	No amount is shown since the exercise price of the non-vested stock options exceeds the fair market value of the common stock of the Company as of June 30, 2021.

(6)	Each executive is also covered by a long-term disability plan which, if payable, provides a monthly benefit of sixty percent (60%) of base salary, with a maximum benefit of $15,000 per month.

 

KEARNY FINANCIAL CORP. – 2021 Proxy Statement		44