DEF 14A of Kearny Financial Corp., Sep 15, 2023

DEF 14A of Kearny Financial Corp.

Filed Sep 15, 2023 · FY20230001617242-23-000074

Open on EDGAR

  1. PROPOSAL I – ELECTION OF DIRECTORS

    PROPOSAL I – ELECTION OF DIRECTORS Kearny Financial’s Board of Directors currently consists of 14 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. Six directors will be elected at the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Theodore J. Aanensen, Curtland E. Fields, Joseph P. Mazza, Charles J. Pivirotto, John F. Regan and Melvina Wong-Zaza 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 for Mr. Fields and Ms. Wong-Zaza who were appointed to the Board in June 2023. 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.

  2. Directors and Executive Officers of Kearny Financial

    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, position with Kearny Financial, age, year of first election or appointment and expiration of current term if a director.

  3. Directors and Executive Officers of Kearny Financial

    | Name and Position with Company | Age as of June 30, 2023 | Year First Elected or Appointed | Current Term to Expire | | BOARD NOMINEE FOR TERM TO EXPIRE IN 2025 | | | | | Melvina Wong-Zaza Director | 58 | 2023 | 2023 | | BOARD NOMINEES FOR TERM TO EXPIRE IN 2026 | | | | | Theodore J. Aanensen Director | 78 | 1986 | 2023 | | Curtland E. Fields Director | 71 | 2023 | 2023 | | Joseph P. Mazza Director | 79 | 1993 | 2023 | | Charles J. Pivirotto Director | 69 | 2018 | 2023 | | John F. Regan Director | 78 | 1999 | 2023 | | DIRECTORS CONTINUING IN OFFICE | | | | | John N. Hopkins Director | 76 | 2002 | 2024 | | Catherine A. Lawton Director | 66 | 2018 | 2024 | | Craig L. Montanaro President and Chief Executive Officer, Director | 56 | 2010 | 2024 | | Leopold W. Montanaro Director | 83 | 2003 | 2024 | | John J. Mazur, Jr. Chairman of the Board, Director | 69 | 1996 | 2025 | | Raymond E. Chandonnet Director | 57 | 2015 | 2025 | | John F. McGovern Director | 62 | 1999 | 2025 | | Christopher Petermann Director | 64 | 2015 | 2025 |

  4. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

  5. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name and Position with Company | Age as of June 30, 2023 | Year First Elected or Appointed | | Keith Suchodolski Senior Executive Vice President, Chief Financial Officer | 43 | 2018 | | Patrick M. Joyce Executive Vice President, Chief Lending Officer | 58 | 2002 | | Erika K. Parisi Executive Vice President, Chief Administrative Officer | 58 | 2002 | | Thomas D. DeMedici Executive Vice President, Chief Credit Officer | 62 | 2017 | | Anthony V. Bilotta, Jr. Executive Vice President, Chief Banking Officer | 62 | 2018 | | John V. Dunne Executive Vice President, Chief Risk Officer | 72 | 2019 | | Timothy A. Swansson Executive Vice President, Chief Technology & Innovation Officer | 46 | 2019 |

  6. Business Experience and Qualifications of Directors

    Business Experience and Qualifications of Directors Our Board of Directors is comprised of individuals with considerable and varied business experiences, backgrounds, skills and qualifications. Collectively, they have a strong knowledge of our Company’s business, strategy and markets and are committed to enhancing long-term stockholder value. Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years.

  7. Nominees for Director

    Nominees for Director Theodore J. Aanensen was appointed to serve on the Board of Directors of Kearny Financial 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. Curtland E. Fields was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in June 2023. He is President, Chief Executive Officer and Trustee of the Turrell Fund, a foundation serving children and their families in New Jersey and Vermont. Mr. Fields has also been a Trustee of the Fund since 1997, and he was appointed President and Chief Executive Officer of the Fund in 2005 after a distinguished career with AT&T. Mr. Fields served as President of the $4 billion Consumer Services Division at AT&T and prior to that as President of AT&T’s largest operating region in the Midwest. His experience at AT&T included assignments of increasing responsibility in finance, operations and marketing and included key assignments in the Office of the Chairman. Mr. Fields holds an undergraduate degree in architecture and engineering, with high honors, from Princeton University. He also holds a master’s in business administration, in finance and marketing, with honors, from the Wharton School at the University of Pennsylvania. Mr. Fields’ background brings a strong understanding of financial environments, business management skills and experience in community endeavors which makes him a valuable addition to the Board. Joseph P. Mazza was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 1993. He was the sole owner of a dental practice in Rutherford, New Jersey from 1971 to 2021. 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. In 2019, 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), a regional senior center. He served in the U.S. Army from 1969 to 1971, both in the U.S. and abroad, 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. 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 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 is a Certified Public Accountant (“CPA”) and was formerly the managing shareholder of Pivirotto & Company, CPA’s, PA, and he is currently a partner at Geltrude & Company, LLC. Mr. Pivirotto 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 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. Melvina Wong-Zaza was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in June 2023. She currently holds the position of Director, Strategic Global Clients at CMA-CGM Group, a global shipping company where she provides executive leadership and innovative solutions to global clients in Asia, Europe and USA markets. Her career spans over 30 years in senior management and executive roles bridging sales, strategic marketing/pricing, customer service/documentation center management and e-commerce. Ms. Wong-Zaza is experienced at developing and expanding new markets with a focus on establishing long-term profitable client relationships. Ms. Wong-Zaza brings to the Board strong leadership and business management skills along with expertise in sales and operational effectiveness.

  8. Continuing Directors with Terms to Expire in 2024

    Continuing Directors with Terms to Expire in 2024 John N. Hopkins was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 2002. His career at Kearny Bank began in 1975 where he held various positions until his retirement in March 2011 as Chief Executive Officer. Prior to that time, he served as President and Chief Executive Officer. He previously held the roles of 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. Catherine A. Lawton was elected as a director of Kearny Financial 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. 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 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 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 Junior Achievement of New Jersey, New Jersey Bankers Business Services and New Jersey Bankers where he serves as 2nd Vice Chair. 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 and the Board of Directors of Kearny Bank in 2003. He also serves as a director of the KearnyBank 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 U.S. Naval Submarine Service. Mr. Montanaro is the father of Craig L. Montanaro, President and Chief Executive Officer of Kearny Bank and Kearny Financial. 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.

  9. Continuing Directors with Terms to Expire in 2025

    Continuing Directors with Terms to Expire in 2025 John J. Mazur, Jr. was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of 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. Raymond E. Chandonnet was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 2015. He is Chief Financial Officer of MotorEnvy, a luxury car subscription service company based in Clifton, New Jersey. He is also the founder and sole practitioner of BankStrategies.net, an advisory company he started in 2015 that 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 to community financial institutions. Mr. Chandonnet previously served from 2019 to 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 F. McGovern was appointed to serve on the Board of Directors of Kearny Financial 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 and the Board of Directors of Kearny Bank in 2015. He is a Certified Public Accountant, the Co-Managing Partner 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. In 2022, he was appointed to the Board of American Capital Management, Inc. Mr. Petermann holds a Bachelor of Science degree in accounting from Bucknell University. He has been designated as an audit committee financial expert under the Securities and Exchange Commission’s rules and regulations. 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.

  10. Executive Summary

    | 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 |

  11. What Guides our Executive Compensation Program

    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 data 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. 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”). 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. For the fiscal year ended June 30, 2023, 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 and periodically meets with the Compensation Committee without management present. 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 provides consulting services to the Committee or under the Committee's direction. 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 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 2023, the Board and the Compensation Committee engaged Pearl Meyer to provide a review of the compensation of its most senior executives including the NEOs. As part of this review and analysis, Pearl Meyer developed the following peer group, which consists of 19 publicly-traded commercial banks with assets between $4 billion and $14.5 billion.

  12. Details of Compensation Components

    | Performance Gate | Consequence if Performance Gate Not Achieved | Actual Achievement Level | | Net Income at least 50% of Target | No payments are made under the Program | Achieved - Net Income was 66.72% of Target | | NCOs below threshold level | No payments are made under the Program | Achieved - NCOs fell below threshold level | | Net Income at least 75% of Target | Payments under the Program will be limited to no more than Target-level | Not Achieved - Net Income was 66.72% of Target, payments were limited to no more than Target level |

  13. Details of Compensation Components

    | | Corporate Performance Metrics & Weightings | | | Executive | Pre-tax, Pre-provision Net Revenue Per Share | Non-interest Expense Ratio | | Chief Executive Officer | 56.00% | 24.00% | | Chief Financial Officer | 56.00% | 24.00% | | Other NEOs | 49.00% | 21.00% |

  14. Details of Compensation Components

    | Corporate Performance Metrics | Target | Actual | % Achieved | | Pre-tax, Pre-provision Net Revenue Per Share | $1.39 | $0.85 | 61.15% | | Non-interest Expense Ratio | 1.66% | 1.53% | 107.60% |

  15. Individual Performance Metrics

    Individual Performance Metrics For fiscal year 2023, each NEO is assigned individual performance metrics representing 20% of the CEO and CFO’s total incentive opportunity and 30% for the other NEOs. 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:

  16. Individual Performance Metrics

    | Executive | Individual Goals | % of Target Goal | Earned % of Base Salary | | Craig L. Montanaro | Operating efficiency, Fintech partnerships and M&A | 83% | 7.50% | | Keith Suchodolski | Operating efficiency, technology enhancement and ESG | 100% | 8.00% | | Patrick M. Joyce | Expansion of lending footprint, technology enhancement and ESG | 100% | 10.50% | | Thomas D. DeMedici | Risk mitigation, technology enhancement and ESG | 100% | 10.50% | | Anthony V. Bilotta, Jr. | Core deposit growth, technology enhancement and revenue diversification | 100% | 10.50% |

  17. Individual Performance Metrics

    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 2023 performance:

  18. Individual Performance Metrics

    | | Performance Categories | | | | | | | Executive | Payout at Target | Corporate Metrics | | | Individual Performance Metrics | Payout Earned | | | | | Pre-tax, Pre-provision Net Revenue Per Share | Non-interest Expense Ratio | | | | Craig L. Montanaro | 45% | | 5.62% | 10.80% | 7.50% | 23.92% | | Keith Suchodolski | 40% | | 5.00% | 9.60% | 8.00% | 22.60% | | Patrick M. Joyce | 35% | | 3.82% | 7.35% | 10.50% | 21.67% | | Thomas D. DeMedici | 35% | | 3.82% | 7.35% | 10.50% | 21.67% | | Anthony V. Bilotta, Jr. | 35% | | 3.82% | 7.35% | 10.50% | 21.67% |

  19. Individual Performance Metrics

    | Executive | Base Salary ($) | Payout at Target ($) | Payout at Target (%) | Actual Payout Earned ($) | % of Base Salary | | Craig L. Montanaro | 725,000 | 326,250 | 45% | 173,421 | 23.92% | | Keith Suchodolski | 409,107 | 163,643 | 40% | 92,441 | 22.60% | | Patrick M. Joyce | 352,609 | 123,413 | 35% | 76,427 | 21.67% | | Thomas D. DeMedici | 337,530 | 118,135 | 35% | 73,159 | 21.67% | | Anthony V. Bilotta, Jr. | 333,042 | 116,565 | 35% | 72,186 | 21.67% |

  20. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation All NEOs are eligible for long-term incentives, which are issued under the terms of our stockholder-approved 2021 Plan. The 2021 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 units. It also supports the Company’s leadership retention strategy. For the fiscal year ended June 30, 2023, each NEO received an equity grant under the 2021 Plan on August 7, 2022. As a result of the stockholders’ approval of the 2021 Plan, the 2016 Plan is frozen and equity awards that would otherwise be available for grant under the 2016 Plan will not be granted. The Compensation Committee will continue to administer outstanding grants under the 2016 Plan. All awards granted during fiscal 2023 and described in this section are subject to the requirements stated in the following table:

  21. Long-Term Equity Incentive Compensation

    | 2021 Equity Incentive Plan | | | | Type of Equity | Percentage of Award | Overview | | Performance – Based Restricted Stock Units | 50% of all restricted stock unit awards | •Awards vest at the end of a three-year performance period (June 30, 2023 - June 30, 2025). •Vesting depends on the achievement of pre-determined annual pre-tax, pre-provision earnings per share (EPS) measured over a three-year period as established by the Compensation Committee at grant date. •A performance gate has been established whereby the awards will vest only if annualized net charge-offs to average loans (“NCOs”) over the performance period are equal to or below 0.50%. •The number of shares that can be earned range from 0% to 150% of the target depending on performance and will be determined at the end of the performance period. | | Time-Based Restricted Stock Units | 50% of all restricted stock unit awards | •Vesting: Awards vest 33% per year over a three-year period commencing on August 7, 2023. •Paid in Company shares at vesting. |

  22. Long-Term Equity Incentive Compensation

    2023 Long-Term Equity Incentive Award Vesting. The table below reflects the long-term incentive awards that vested on August 7, 2022 for each NEO under the 2021 Plan; on January 7, 2023 for Messrs. Suchodolski and DeMedici and on September 15, 2022 for Mr. Bilotta (granted under the 2016 Plan).

  23. Long-Term Equity Incentive Compensation

    | NEO | Performance-Based Restricted Stock | Time-Based Restricted Stock | Stock Options | | Craig L. Montanaro | — | 6,648 | — | | Keith Suchodolski | 6,300 | 9,587 | 15,000 | | Patrick M. Joyce | — | 2,517 | — | | Thomas D. DeMedici | 5,000 | 7,409 | 10,000 | | Anthony V. Bilotta, Jr. | 8,500 | 10,843 | 20,000 |

  24. Long-Term Equity Incentive Compensation

    For awards that vested under the 2016 Plan, the vesting of awards is dependent upon the achievement of pre-determined, annual return on average assets (“ROAA”) performance goals established by the Compensation Committee. For awards that vested between July 1, 2022 and June 30, 2023, the ROAA target was 0.85%, which was evaluated against actual performance for the fiscal year ended June 30, 2022. Actual performance for the fiscal year ended June 30, 2022 exceeded the ROAA target; therefore, awards vested for the NEOs as indicated above. The accomplishment of the ROAA target resulted in the full vesting of the number of shares allocated to the year (i.e. 20% of the shares granted). 2023 Long-Term Equity Incentive Award Grants. The table below reflects the long-term incentive awards that were granted on August 7, 2022 as follows:

  25. Long-Term Equity Incentive Compensation

    | NEO | Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | | Craig L. Montanaro | 24,317 | 24,317 | | Keith Suchodolski | 12,864 | 12,864 | | Patrick M. Joyce | 8,870 | 8,870 | | Thomas D. DeMedici | 8,491 | 8,491 | | Anthony V. Bilotta, Jr. | 8,378 | 8,378 |

  26. Long-Term Equity Incentive Compensation

    For a more detailed description of the material factors utilized in the granting of the above-referenced restricted stock units, please see “Executive Compensation – 2021 Equity Incentive Plan” below.

  27. Other Compensation Guidelines, Practices and Policies

    Newly appointed Named Executive Officers and Directors have five 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 stock ownership guidelines are met. For the purpose of determining if the stock ownership guidelines are met, unvested performance shares and unexercised stock options (whether vested or non-vested) 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. The NEOs and Directors comply with the Company’s stock ownership guidelines within the approved grace period to satisfy the stock ownership guidelines. “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.” Retirement Income. The NEOs are eligible to participate in benefit plans available to all employees, including the 401(k) Plan and the ESOP. Each NEO also participates in the related ESOP Benefits Equalization Plan, which provides benefits that would otherwise be limited under the ESOP due to IRS limits, and certain NEOs participate in 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 the fiscal year 2023, senior management conducted an updated Compensation Risk Assessment that was reviewed by the Compensation Committee and 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 it is in our best interests to retain flexibility in awarding compensation, even if some awards may be non-deductible compensation expense to the Company.

  28. Executive Compensation

    | Name and Principal Position | Year | Salary(1)($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Craig L. Montanaro | 2023 | 738,942 | — | 576,313 | — | 173,421 | 195,975 | 59,194 | 1,743,845 | | President and CEO | 2022 | 675,000 | — | 545,668 | — | 322,532 | 436,709 | 142,756 | 2,122,665 | | | 2021 | 650,000 | — | — | — | 352,274 | — | 144,681 | 1,146,955 | | Keith Suchodolski | 2023 | 416,975 | — | 304,877 | — | 92,441 | — | 64,049 | 878,342 | | SEVP and CFO | 2022 | 370,373 | — | 269,770 | — | 130,260 | — | 59,468 | 829,871 | | | 2021 | 339,000 | — | — | — | 133,494 | — | 56,074 | 528,568 | | Patrick M. Joyce | 2023 | 359,390 | — | 210,219 | — | 76,427 | — | 23,787 | 669,823 | | EVP and CLO | 2022 | 340,685 | — | 206,568 | — | 119,818 | — | 55,195 | 722,266 | | | 2021 | 329,164 | — | — | — | 127,152 | — | 66,761 | 523,077 | | Thomas D. DeMedici | 2023 | 344,021 | — | 201,237 | — | 73,159 | — | 44,947 | 663,364 | | EVP and CCO | 2022 | 326,115 | — | 197,731 | — | 114,694 | — | 54,145 | 692,685 | | | 2021 | 315,087 | — | — | — | 121,714 | — | 54,005 | 490,806 | | Anthony V. Bilotta, Jr. | 2023 | 339,447 | — | 198,559 | — | 72,186 | — | 69,148 | 679,340 | | EVP and CBO | 2022 | 317,183 | — | 192,313 | — | 113,337 | — | 67,004 | 689,837 | | | 2021 | 304,983 | — | — | — | 121,814 | — | 64,400 | 491,197 |

  29. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio In accordance with the applicable provisions of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all employees of our Company and the annual total compensation of our President and Chief Executive Officer. For the fiscal year ended June 30, 2023, our median annual total compensation for all employees other than our President and Chief Executive Officer was $82,617. The annual total compensation for our President and Chief Executive Officer for the same period was $1,743,845. The ratio of our CEO’s compensation to the median employee’s compensation was 21.1 to 1. We reviewed the individual selected as our median employee for the prior fiscal year and used that incumbent for this year’s analysis as well, consistent with regulatory guidelines. In making this selection, we reviewed the employee’s job and compensation history to ensure that they continued to be appropriate for this reporting. In completing our analysis, we also reviewed our entire workforce to determine annualized gross pay plus the value of employer contributions to the Kearny Bank 401(k) Plan, Kearny Bank Employee Stock Ownership Plan, and Kearny Bank’s contribution to group heath insurance premiums. We annualized compensation for full-time and part-time permanent employees who were employed on June 30, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. We used this methodology to determine the annual total compensation for our median employee by calculating total compensation for such employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With regard to the annual total compensation of our President and Chief Executive Officer, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

  30. Pay versus Performance

    Pay versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) or CEO and Average CAP to non-PEO NEOs have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (3) below sets forth the adjustments from the Total Compensation for the PEO and non-PEO NEOs reported in the Summary Compensation Table above. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price and therefore, may be higher or lower than Summary Compensation Table compensation values.

  31. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (thousands) | PPNR Per Share ($)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2023 | $1,743,845 | $1,368,953 | $722,717 | $519,960 | $96.65 | $126.53 | $40,811 | $0.85 | | 2022 | $2,122,665 | $2,046,952 | $733,665 | $689,960 | $145.24 | $155.51 | $67,547 | $1.20 | | 2021 | $1,146,955 | $1,507,135 | $658,512 | $760,123 | $151.08 | $168.09 | $63,233 | $1.01 |

  32. Pay versus Performance

    ______________________ (1)The PEO in all three reporting years is Craig L. Montanaro. (2)Reflects compensation for Keith Suchodolski, Patrick M. Joyce, Thomas D. DeMedici and Anthony V. Bilotta, Jr. for fiscal years 2023 and 2022 and Eric B. Heyer, Keith Suchodolski, John V. Dunne and Timothy A. Swansson for fiscal year 2021. (3)To calculate CAP, as defined in the applicable SEC rules, the following adjustments were made to compensation as reported in the Summary Compensation Table for our PEO and Non-PEO NEOs.

  33. Pay versus Performance

    | | PEO | | | Non-PEO NEOs | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,743,845 | $2,122,665 | $1,146,955 | $722,717 | $733,665 | $658,512 | | Less: Amount reported in the “Stock Awards” column in the Summary Compensation Table | (576,313) | (545,668) | — | (228,723) | (216,596) | (176,022) | | Plus: Fair value at fiscal year-end of equity awards granted during the fiscal year that remained unvested | 342,870 | 443,156 | — | 136,076 | 175,905 | 160,447 | | Change in fair value at fiscal year-end versus prior fiscal year-end for awards granted in a prior fiscal year that remained unvested | (134,954) | — | 240,340 | (104,512) | (25,607) | 85,452 | | Change in fair value at vesting date versus prior fiscal year-end for awards granted in a prior fiscal year that vested during the fiscal year | 4,919 | 32,660 | 119,840 | (5,598) | 22,593 | 31,734 | | Less: Amount reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table | (195,975) | (436,709) | — | — | — | — | | Plus: Service cost for pension plan | 184,561 | 430,848 | — | — | — | — | | Compensation Actually Paid (CAP) | $1,368,953 | $2,046,952 | $1,507,135 | $519,960 | $689,960 | $760,123 |

  34. Pay versus Performance

    (4)Peer group used for total shareholder return (“TSR”) comparisons reflects the S&P US SmallCap Banks Index; which is also reported in the Stock Performance Graph in our Form 10-K for the year ended June 30, 2023. (5)The Company has identified pre-tax, pre-provision net revenue (“PPNR”) per share as the company-selected measure for the pay versus performance disclosure. Please refer to page 32 of the CD&A for a reconciliation of PPNR per share.

  35. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following charts report various financial and CAP information consistent with SEC guidelines. The first graph reports the Company’s cumulative three-year TSR, peer group TSR, and CAP. The other charts report Company Net Income and PPNR per share, respectively, and CAP.

  36. Director Compensation

    Director Compensation Set forth below is a table providing information concerning the compensation of the non-employee directors of the Company for the fiscal year ended June 30, 2023. Mr. Craig Montanaro, our President and Chief Executive Officer, does not receive separate compensation for his service as a director, and information with respect to the compensation paid to Mr. Montanaro is included above in the Summary Compensation Table.

  37. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Change in Pension Value(2) ($) | All Other Compensation(4) ($) | Total ($) | | Theodore J. Aanensen | 112,800 | — | — | — | 27,283 | 140,083 | | Raymond E. Chandonnet | 106,800 | — | — | — | 31,093 | 137,893 | | Curtland E. Fields(3) | 2,670 | — | — | — | — | 2,670 | | John N. Hopkins | 106,800 | — | — | — | 38,632 | 145,432 | | Catherine A. Lawton | 106,800 | — | — | — | 29,603 | 136,403 | | John J. Mazur, Jr. | 122,250 | — | — | — | 19,729 | 141,979 | | Joseph P. Mazza | 113,050 | — | — | — | 28,118 | 141,168 | | John F. McGovern | 116,800 | — | — | — | 23,641 | 140,441 | | Leopold W. Montanaro | 106,800 | — | — | — | 22,167 | 128,967 | | Christopher Petermann | 117,050 | — | — | — | 31,893 | 148,943 | | Charles J. Pivirotto | 106,800 | — | — | — | — | 106,800 | | John F. Regan | 110,800 | — | — | — | 16,080 | 126,880 | | Melvina Wong-Zaza(3) | 2,670 | — | — | — | — | 2,670 |

  38. Director Compensation

    (1) As of June 30, 2023, each director held 100,000 vested stock options, except for Mr. Montanaro, whose compensation is reported in the Summary Compensation Table above, Directors Fields, Pivirotto and Wong-Zaza who did not hold any unvested shares of restricted stock or vested or unvested stock options and Director Lawton who holds 7,000 unvested shares of restricted stock, 15,000 unvested stock options and 60,000 vested stock options. (2) For more information concerning the Directors Consultation and Retirement Plan, please see Note 13 to our audited consolidated financial statements for the fiscal year ended June 30, 2023 included in our Annual Report on Form 10-K. Reflects the actuarial change in pension value in each individual’s accrued benefit under the defined benefit pension plan from June 30 of the prior year to June 30 of the reported year. 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 an individual’s accumulated benefit. The change in pension values for Directors Aanensen, Hopkins, Mazur, Mazza, McGovern, Montanaro and Regan were negative $34,000, $21,000, $43,000, $26,000, $42,000, $11,000 and $23,000, respectively; however, applicable SEC rules require that we report a negative number as a zero in the above table. (3) As Directors Fields and Wong-Zaza were appointed in June 2023, the fees reflected are for partial year service. (4) For fiscal year 2023, all other compensation included the following:

  39. Director Compensation

    | Name | Health and Long-Term Care Premiums ($) | Dividends on Stock Awards* ($) | Bank Owned Life Insurance** ($) | Total All Other Compensation ($) | | Theodore J. Aanensen | 20,741 | — | 6,542 | 27,283 | | Raymond E. Chandonnet | 31,093 | — | — | 31,093 | | Curtland E. Fields | — | — | — | — | | John N. Hopkins | 19,715 | — | 18,917 | 38,632 | | Catherine A. Lawton | 19,733 | 9,870 | — | 29,603 | | John J. Mazur, Jr. | 16,966 | — | 2,763 | 19,729 | | Joseph P. Mazza | 21,006 | — | 7,112 | 28,118 | | John F. McGovern | 22,335 | — | 1,306 | 23,641 | | Leopold W. Montanaro | 17,618 | — | 4,549 | 22,167 | | Christopher Petermann | 31,893 | — | — | 31,893 | | Charles J. Pivirotto | — | — | — | — | | John F. Regan | 10,493 | — | 5,587 | 16,080 | | Melvina Wong-Zaza | — | — | — | — |

  40. Director Compensation

    * Dividends are paid to a director upon vesting of the underlying stock award. If a director does not vest in the underlying stock award, a director will not receive such dividends. Amount shown reflects the amount of dividends paid upon vesting of the underlying stock award. ** For each current director, other than Messrs. Chandonnet, Fields, Hopkins, Montanaro, Petermann, Pivirotto and Mses. Lawton and Wong-Zaza, the Company maintains life insurance arrangements providing for a death benefit of $500,000. Life insurance arrangements provide for a death benefit of $1,950,000 for Mr. Hopkins, and $288,553 for Mr. Montanaro. Board Retainers. In fiscal 2023, each Director received a quarterly retainer for service as follows: Non-employee directors receive $15,700 quarterly for service on the Kearny Bank’s Board and $11,000 for service on the Board of the Company. The Chairman receives a higher quarterly retainer of $17,200 and $11,800 for service on Kearny Bank’s Board and the Board of the Company, respectively. Members of the Kearny Bank Executive Committee do not receive retainers for service. Each member of the Kearny Bank Board of Directors is also a member of the Executive Committee. Members of the Audit & Compliance Committee and the Chairman of this committee received a quarterly retainer of $1,562.50 and $2,500, respectively. Members of the Compensation Committee and the Chairman of this committee received a quarterly retainer of $1,000 and $1,500, respectively. No fees are paid for service on other committees. Directors who also serve as employees do not receive compensation as directors. Directors appointed prior to December 2022 are eligible to receive coverage under the Company’s health, dental and long-term care insurance plans and the Company has determined that these benefits will no longer be offered to directors appointed after November 2022. Director Life Insurance Agreements. Kearny Bank is party to Director Life Insurance Agreements with each current director, except for Messrs. Chandonnet, Fields, Petermann, Pivirotto and Mses. Lawton and Wong-Zaza, pursuant to which Kearny Bank has purchased life insurance policies on the directors. The directors become entitled to death benefits under the agreements if they (i) die while serving as a member of the Board of Directors, or (ii) retire from Board of Directors service on or after attaining age 70, or (iii) retire from Board of Directors service on or after attaining age 60 and at a time when the director’s years of service with Kearny Bank and the director’s age equals at least 75. Under the agreements, the director’s beneficiaries are entitled to a death benefit equal to $500,000 (and a death benefit of $1,950,000 for John N. Hopkins and $288,553 for Leopold W. Montanaro), which will be paid by the life insurance company. In the event of a change in control of Kearny Bank prior to the named director’s death or retirement, the death benefit shall remain in effect regardless of whether the age and service requirements have been met. Directors Consultation and Retirement Plan. On December 23, 2015, the Company amended its Directors Consultation and Retirement Plan (the “DCRP”) to freeze the DCRP such that no additional benefits would accrue to any participant after December 31, 2015. Accordingly, the benefits payable to participating directors would not increase after December 31, 2015.