DEF 14A of Kearny Financial Corp., Sep 10, 2025

DEF 14A of Kearny Financial Corp.

Filed Sep 10, 2025 · FY20250001617242-25-000063

Open on EDGAR

  1. PROPOSAL I – ELECTION OF DIRECTORS

    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. Five 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 J. Mazur, Jr., Raymond E. Chandonnet, John F. McGovern, Christopher Petermann and Melvina Wong-Zaza for election as directors, each of whom has agreed to serve if so elected. Each of Messrs. Mazur, Chandonnet, McGovern and Petermann have been nominated to serve for a term of three years or until his successor has been elected and qualified. In order to more evenly distribute the directors among the three classes, Ms. Wong-Zaza has been nominated to serve for a term of two years or until her successor has 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.

  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, 2025 | Year First Elected or Appointed | Current Term to Expire | | BOARD NOMINEE FOR TERM TO EXPIRE IN 2027 | | | | | Melvina Wong-Zaza Director | 60 | 2023 | 2025 | | BOARD NOMINEES FOR TERM TO EXPIRE IN 2028 | | | | | John J. Mazur, Jr. Chairman of the Board, Director | 71 | 1996 | 2025 | | Raymond E. Chandonnet Director | 59 | 2015 | 2025 | | John F. McGovern Director | 64 | 1999 | 2025 | | Christopher Petermann Director | 66 | 2015 | 2025 | | DIRECTORS CONTINUING IN OFFICE | | | | | Theodore J. Aanensen Director | 80 | 1986 | 2026 | | Curtland E. Fields Director | 73 | 2023 | 2026 | | Joseph P. Mazza Director | 81 | 1993 | 2026 | | Charles J. Pivirotto Director | 71 | 2018 | 2026 | | Catherine A. Lawton Director | 68 | 2018 | 2027 | | Craig L. Montanaro President and Chief Executive Officer, Director | 58 | 2010 | 2027 | | Leopold W. Montanaro Director | 85 | 2003 | 2027 |

  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, 2025 | Year First Appointed | | Keith Suchodolski Senior Executive Vice President, Chief Operating Officer | 45 | 2018 | | Sean Byrnes Executive Vice President, Chief Financial Officer | 48 | 2024 | | Patrick M. Joyce Executive Vice President, Chief Lending Officer | 60 | 2002 | | Anthony V. Bilotta, Jr. Executive Vice President, Chief Banking Officer | 64 | 2018 | | Cassia J. Beierle, Esq. Executive Vice President, General Counsel | 43 | 2025 | | Thomas D. DeMedici Executive Vice President, Chief Credit Officer | 64 | 2017 | | Erika K. Parisi Executive Vice President, Chief Administrative Officer | 60 | 2002 | | Timothy A. Swansson Executive Vice President, Chief Technology & Innovation Officer | 48 | 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 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. 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 the founder and sole practitioner of BankStrategies.net, an advisory company he started in 2014 that provides balance sheet and technology strategy consulting to banks, credit unions and FinTech/BankTech companies. From 1992 to 2014, Mr. Chandonnet served as head of Bank Balance Sheet Strategy for Sandler O’Neill & Partners, JPMorgan Securities, Lehman Brothers, First Union Capital Markets and FHLB Boston. The roster of banking-related 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 has been a frequent publisher and speaker on a wide range of issues related to bank financial management and technology utilization. He holds a Masters of Science in Data Science from Merrimack College in North Andover, MA, a Masters of Science in Finance from Bentley University in Waltham, MA, and a Bachelor’s Degree in Computer Science from Merrimack College. He also serves on the Board of Advisors for the School of Engineering and Computational Sciences at Merrimack College. 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. 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 Senior 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 2026

    Continuing Directors with Terms to Expire in 2026 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, an endowed private 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. and in 2025, he was elected to the Board of Directors of Delta Dental of Connecticut. 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.

  9. Continuing Directors with Terms to Expire in 2027

    Continuing Directors with Terms to Expire in 2027 Catherine A. Lawton was elected to serve on the Board of Directors of Kearny Financial and the Board of Directors of 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. 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, Spring Lake Hope Foundation, New Jersey Bankers Business Services and New Jersey Bankers where he serves as 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 Financial and Kearny Bank. 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.

  10. Executive Summary

    Executive Summary Our executive compensation program is designed to create a competitive compensation program that rewards sustained financial performance while safeguarding the long-term success of the Company and promoting a culture of high performance. 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 certain NEOs effective July 1, 2024. •Executive Management Incentive Program: Each of the NEOs participated in the Executive Management Incentive Program. Consistent with our financial performance, incentive payouts were slightly above target at approximately 104% of the reduced target opportunities. •Long-Term Equity Awards: Each of the NEOs received an equity grant during fiscal year 2025, with 50% in performance-based and 50% in time-based restricted stock units. “Say on Pay” Vote. On October 17, 2024, 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 95.65% affirmative vote, demonstrating strong support of the Compensation Committee’s executive pay decisions. We received over 95% vote in favor of our executive compensation in each of the last six years. 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:

  11. 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 |

  12. 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, 2025, 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. The Board and the Compensation Committee considered Pearl Meyer’s most recent executive compensation review, which assisted in providing a market based framework for managing executive pay practices. 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.

  13. Details of Compensation Components

    ______________________ (1) Mr. Montanaro declined to accept a base salary increase for fiscal 2025. (2) Mr. Suchodolski’s base salary increase for fiscal 2025 reflects his promotion to Senior Executive Vice President and Chief Operating Officer. (3) Mr. Byrnes’ base salary increase for fiscal 2025 reflects his promotion to Executive Vice President and Chief Financial Officer. 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. Performance Threshold In order to ensure that incentive payments are tied to performance achievement, the Compensation Committee has established performance thresholds tied to annualized net charge-off to average loans (“NCOs”) and Net Income.

  14. Details of Compensation Components

    | Performance Threshold | Consequence if Performance Gate Not Achieved | Actual Achievement Level | | 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 | Achieved - Net Income exceeded 75% of Target |

  15. Details of Compensation Components

    | Corporate Performance Metrics | Target | Actual(1) | Earned % of Target Goal | | PPNR Per Share | $0.51 | $0.53 | 104.91% | | Non-interest Expense Ratio | 1.55% | 1.58% | 98.11% |

  16. Individual Performance Metrics

    Individual Performance Metrics For fiscal year 2025, each NEO is assigned individual performance metrics representing 20% of the CEO and COO’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. For fiscal year 2025, the Compensation Committee capped individual goal payments at target level. The following table summarizes the general nature of the goals and the aggregate payout for each NEO on the individual component:

  17. Individual Performance Metrics

    | Executive | Individual Goals | % of Target Goal | Earned % of Base Salary | | Craig L. Montanaro | Product/market strategy and digital strategy | 100% | 5.00% | | Keith Suchodolski | Operational efficiency, digital strategy and core deposit growth strategy | 100% | 4.50% | | Sean Byrnes | Balance sheet strategy, digital strategy and planning and forecasting | 100% | 6.00% | | Patrick M. Joyce | Market expansion, product strategy and digital strategy | 100% | 6.00% | | Anthony V. Bilotta, Jr. | Core deposit growth strategy, operating efficiency and non-interest income strategy | 100% | 6.00% |

  18. 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 2025 performance:

  19. Individual Performance Metrics

    | | Performance Categories | | | | | | | Executive | Payout at Target | Corporate Metrics | | | Individual Performance Metrics | Payout Earned | | | | | PPNR Per Share(1) | Non-interest Expense Ratio(1) | | | | Craig L. Montanaro | 25.00% | | 15.38% | 5.77% | 5.00% | 26.15% | | Keith Suchodolski | 22.50% | | 13.84% | 5.20% | 4.50% | 23.53% | | Sean Byrnes | 20.00% | | 10.76% | 4.04% | 6.00% | 20.80% | | Patrick M. Joyce | 20.00% | | 10.76% | 4.04% | 6.00% | 20.80% | | Anthony V. Bilotta, Jr. | 20.00% | | 10.76% | 4.04% | 6.00% | 20.80% |

  20. Individual Performance Metrics

    ______________________ (1) The PPNR per share is a Non-GAAP financial measure. See reconciliation of GAAP to Non-GAAP measures on page 32.

  21. Individual Performance Metrics

    | Executive | Base Salary ($) | Payout at Target ($) | Payout at Target (%) | Actual Payout Earned ($) | % of Base Salary | | Craig L. Montanaro | 746,750 | 186,688 | 25.00% | 195,264 | 26.15% | | Keith Suchodolski | 446,664 | 100,499 | 22.50% | 105,116 | 23.53% | | Sean Byrnes | 315,000 | 63,000 | 20.00% | 65,532 | 20.80% | | Patrick M. Joyce | 374,084 | 74,817 | 20.00% | 77,824 | 20.80% | | Anthony V. Bilotta, Jr. | 353,325 | 70,665 | 20.00% | 73,506 | 20.80% |

  22. Individual Performance Metrics

    | Reconciliation of GAAP to Non-GAAP (Dollars in Thousands, Except Per Share Data, Unaudited) | For the Year Ended June 30, 2025 | | Calculation of PPNR: | | | Net income (GAAP) | $26,075 | | Provision for credit losses | 4,924 | | Provision for income taxes | 2,366 | | PPNR (non-GAAP) | 33,365 | | Weighted average common shares - basic | 62,508 | | PPNR per share - basic (non-GAAP) | $0.53 |

  23. 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 Equity Incentive Plan (“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, 2025, each NEO received an equity grant under the 2021 Plan on August 7, 2024. 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 2025 and described in this section are subject to the requirements stated in the following table:

  24. 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 (fiscal year end June 30, 2025 - June 30, 2027). •Vesting depends on the achievement of pre-tax, pre-provision earnings per share (EPS) goals measured over a three-year period. •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, 2025. •Paid in Company shares at vesting. |

  25. Long-Term Equity Incentive Compensation

    Fiscal 2025 Long-Term Equity Incentive Award Grants. The table below reflects the long-term incentive awards that were granted on August 7, 2024 as follows:

  26. Long-Term Equity Incentive Compensation

    | NEO | Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | | Craig L. Montanaro | 25,974 | 25,974 | | Keith Suchodolski | 14,566 | 14,566 | | Sean Byrnes | 8,218 | 8,218 | | Patrick M. Joyce | 9,759 | 9,759 | | Anthony V. Bilotta, Jr. | 9,218 | 9,218 |

  27. 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.

  28. Other Compensation Guidelines, Practices and Policies

    Newly appointed NEOs and Directors have five years from the time they are appointed, promoted or elected, as the case may be, to meet the stock ownership 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. If an individual maintains sufficient stock holdings, but due to an increase in base salary or annual cash retainer, as applicable, no longer meets the guidelines, the individual shall have eighteen months to acquire additional Company stock and during this term such individual will be deemed to satisfy the guidelines. In addition, individuals that maintain sufficient stock holdings to satisfy the guidelines will not fail to meet the guidelines as a result of a decline in the fair market value of the Company stock provided that such individual continues to own at least the same number of shares of Company stock that were required to achieve compliance with the guidelines. For the purpose of determining if the 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. The NEOs and Directors comply with the Company’s stock ownership guidelines. “Claw-Back” Policies. The Board of Directors has adopted a clawback policy that complies with The NASDAQ Stock Market listing standards as mandated by the SEC. The policy requires the clawback of incentive-based compensation erroneously received by current or former executive officers after an accounting restatement (calculated based on an error that was subsequently corrected in the accounting restatement), regardless of any misconduct or knowledge of the officer who received the compensation. This policy is intended to supplement any other clawback provisions implemented by the Company in effect now, or in the future. In addition to the Securities and Exchange Commission compliant clawback policy, equity awards granted to executives under the 2021 Plan are generally subject to clawback if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section 304 of the Sarbanes-Oxley Act of 2002 apply as a result. The equity awards granted under the 2021 Plan are also subject to cancellation upon a termination of employment for cause. 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 2025, 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. Practices Related to the Grant of Equity Awards. Under the Company's practices, the approval of long-term equity incentive compensation for the Company's regular annual equity awards is typically made on the same date each year, August 7th. Neither the Board of Directors nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor does the Company time disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  29. 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(6) ($) | Total ($) | | Craig L. Montanaro | 2025 | 746,750 | — | 324,156 | — | 195,264 | 2,000 | 80,669 | 1,348,839 | | President and CEO | 2024 | 746,750 | — | 430,307 | — | 153,903 | — | 65,573 | 1,396,533 | | | 2023 | 738,942 | — | 576,313 | — | 173,421 | 195,975 | 59,194 | 1,743,845 | | Keith Suchodolski | 2025 | 446,664 | — | 181,784 | — | 105,116 | — | 55,007 | 788,571 | | SEVP and COO | 2024 | 421,381 | — | 227,635 | — | 78,161 | — | 72,707 | 799,884 | | | 2023 | 416,975 | — | 304,877 | — | 92,441 | — | 64,049 | 878,342 | | Sean Byrnes(5) | 2025 | 315,000 | — | 102,561 | — | 65,532 | — | 24,501 | 507,594 | | EVP and CFO | | | | | | | | | | | Patrick M. Joyce | 2025 | 374,084 | — | 121,792 | — | 77,824 | 6,000 | 30,393 | 610,093 | | EVP and CLO | 2024 | 363,188 | — | 156,974 | — | 61,476 | — | 25,353 | 606,991 | | | 2023 | 359,390 | — | 210,219 | — | 76,427 | — | 23,787 | 669,823 | | Anthony V. Bilotta, Jr. | 2025 | 353,325 | — | 115,041 | — | 73,506 | — | 48,790 | 590,662 | | EVP and CBO | 2024 | 343,034 | — | 148,263 | — | 58,065 | — | 78,372 | 627,734 | | | 2023 | 339,447 | — | 198,559 | — | 72,186 | — | 69,148 | 679,340 |

  30. Executive Compensation

    ______________________ (1) Annual base salaries for the NEOs for the fiscal year ended June 30, 2025 were $746,750 for Mr. Montanaro, $446,664 for Mr. Suchodolski, $315,000 for Mr. Byrnes, $374,084 for Mr. Joyce and $353,325 for Mr. Bilotta. (2) 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. Restricted stock unit awards subject to time-based vesting vest at a rate of 33% per year over three years. Performance shares (restricted stock units subject to performance-based vesting) vest at the end of a three-year performance period provided that certain performance metrics are achieved. The assumptions used in the calculation of these amounts are included in Note 13 to our audited consolidated financial statements for the fiscal year ended June 30, 2025 included in our Annual Report on Form 10-K. For restricted stock unit awards, the amount shown reflects the aggregate grant date fair value of the restricted stock unit awards. For those restricted stock unit awards that are subject to performance conditions, the grant date fair values are based on the outcome of such conditions at target level. Assuming the highest level of performance is achieved, which would result in the vesting of 150% of the performance shares granted, the aggregate grant date fair value of the performance shares granted in our most recent fiscal year would be: $243,117 for Mr. Montanaro, $136,338 for Mr. Suchodolski, $76,920 for Mr. Byrnes, $91,347 for Mr. Joyce and $86,280 for Mr. Bilotta. (3) 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 2025 incentive amounts. (4) Reflects: (1) change in pension value in Mr. Montanaro’s accrued benefit under the SERP (defined below), and (2) the actuarial change in pension value in Messrs. Montanaro and Joyce’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 participant in the SERP and Messrs. Montanaro and Joyce are the only NEOs that participate 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 2025, 2024 and 2023, the change in pension value under the defined benefit pension plan for Messrs. Montanaro and Joyce were $2,000 and $6,000, respectively, negative $5,000 and $10,000, respectively, and negative $5,000 and $12,000, respectively; however, applicable SEC rules require that we report any negative number as a zero in the above table. (5) Mr. Byrnes is a NEO for the first time in 2025 fiscal year and, pursuant to SEC rules, compensation for the 2024 and 2023 fiscal years are not required to be reported. (6) For fiscal year 2025, all other compensation included the following:

  31. Executive Compensation

    | Name | 401(k) Plan Company Contributions ($) | Bank Owned Life Insurance ($) | ESOP and ESOP BEP Company Contributions(1) ($) | Long-Term Care Premiums ($) | Dividends Paid on Vested Stock Units(2) ($) | Other(3) ($) | | Craig L. Montanaro | — | 2,531 | 22,937 | 5,690 | 18,120 | 31,391 | | Keith Suchodolski | 12,518 | 580 | 13,332 | 8,444 | 9,333 | 10,800 | | Sean Byrnes | 9,753 | 588 | 8,940 | — | 5,220 | — | | Patrick M. Joyce | 5,870 | 1,720 | 11,323 | 4,769 | 6,711 | — | | Anthony V. Bilotta, Jr. | 10,939 | — | 10,728 | 14,822 | 6,301 | 6,000 |

  32. Executive Compensation

    ______________________ (1) Amount shown includes ESOP contributions, and for Messrs. Montanaro, Suchodolski and Joyce allocations under the related ESOP Benefits Equalization Plan of $12,209, $2,604 and $595, respectively. (2) Amounts shown reflect the amount of dividend equivalent rights paid upon vesting of the underlying stock award. If a NEO does not vest in the underlying stock award, a NEO will not receive such dividend equivalent rights. (3) The Company provides a company vehicle to Mr. Montanaro. The amount in the above table reflects the personal usage for this vehicle in the amount of $15,742 and country club dues of $15,649. For Messrs. Suchodolski and Bilotta, the amount shown is an automobile allowance. 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, 2025.

  33. Executive Compensation

    | | | 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 or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Craig L. Montanaro | — | 93,344 | 186,688 | 280,032 | — | — | — | — | — | — | — | | | 8/7/2024 | — | — | — | 12,987 | 25,974 | 38,961 | 25,974 | — | — | 324,156 | | Keith Suchodolski | — | 50,250 | 100,499 | 150,749 | — | — | — | — | — | — | — | | | 8/7/2024 | — | — | — | 7,283 | 14,566 | 21,849 | 14,566 | — | — | 181,784 | | Sean Byrnes | — | 31,500 | 63,000 | 94,500 | — | — | — | — | — | — | | | | 8/7/2024 | — | — | — | 4,109 | 8,218 | 12,327 | 8,218 | — | — | 102,561 | | Patrick M. Joyce | — | 37,409 | 74,817 | 112,226 | — | — | — | — | — | — | — | | | 8/7/2024 | — | — | — | 4,880 | 9,759 | 14,639 | 9,759 | — | — | 121,792 | | Anthony V. Bilotta, Jr. | — | 35,333 | 70,665 | 105,998 | — | — | — | — | — | — | — | | | 8/7/2024 | — | — | — | 4,609 | 9,218 | 13,827 | 9,218 | — | — | 115,041 |

  34. Executive Compensation

    (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 unit award is contingent upon satisfying a performance-based target at the end of a three-year performance period (fiscal year ended June 30, 2025 through June 30, 2027), and if the performance objectives are met or exceeded, the number of shares earned will become vested on August 7, 2027. The awards were made under the 2021 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 time-based restricted stock units granted to the NEO pursuant to the 2021 Plan. As these awards are subject to time-based vesting, the awards will vest 33% on August 7, 2025, 33% on August 7, 2026 and 33% on August 7, 2027 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 unit 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 unit award was $6.24, which was the closing price of the Company’s stock on the date of grant. Outstanding Equity Awards at Fiscal Year End. The following table provides information regarding stock options, restricted stock and restricted stock unit awards held by the NEOs as of June 30, 2025.

  35. Executive Compensation

    | Name | Option Awards | | | | Stock Awards | | | | | | | | | | Restricted Stock Units | | Performance Shares | | | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1)($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | | | | | | Craig L. Montanaro | — | — | — | — | 25,974(2) | 167,792 | 25,974(5) | 167,792 | | | — | — | — | — | 16,698(3) | 107,869 | 25,047(5) | 161,804 | | | — | — | — | — | 8,105(4) | 52,358 | 24,317(5) | 157,088 | | | 540,000 | — | 15.35 | 12/1/2026 | — | — | — | — | | Keith Suchodolski | — | — | — | — | 14,566(2) | 94,096 | 14,566(5) | 94,096 | | | — | — | — | — | 8,833(3) | 57,061 | 13,250(5) | 85,595 | | | — | — | — | — | 4,288(4) | 27,700 | 12,864(5) | 83,101 | | | 75,000 | — | 13.38 | 1/7/2029 | — | — | — | — | | | 75,000 | — | 15.35 | 12/1/2026 | — | — | — | — | | Sean Byrnes | — | — | — | — | 8,218(2) | 53,088 | 8,218(5) | 53,088 | | | — | — | — | — | 4,360(3) | 28,166 | 6,541(5) | 42,255 | | | — | — | — | — | 2,362(4) | 15,259 | — | — | | Patrick M. Joyce | — | — | — | — | 9,759(2) | 63,043 | 9,759(5) | 63,043 | | | — | — | — | — | 6,091(3) | 39,348 | 9,137(5) | 59,025 | | | — | — | — | — | 2,956(4) | 19,096 | 8,870(5) | 57,300 | | | 150,000 | — | 15.35 | 12/1/2026 | — | — | — | — | | Anthony V. Bilotta, Jr. | — | — | — | — | 9,218(2) | 59,548 | 9,218(5) | 59,548 | | | — | — | — | — | 5,753(3) | 37,164 | 8,630(5) | 55,750 | | | — | — | — | — | 2,792(4) | 18,036 | 8,378(5) | 54,122 | | | 100,000 | — | 13.55 | 9/15/2028 | — | — | — | — |

  36. Executive Compensation

    (1)Amounts based on the closing price of the Company common stock as of June 30, 2025 ($6.46). (2)Awards vest at a rate of 33% per year with the remaining awards vesting on August 7, 2025, August 7, 2026 and August 7, 2027. (3)Awards vest at a rate of 33% per year with the remaining awards vesting on August 7, 2025 and August 7, 2026. (4)Awards vest at a rate of 33% per year with the remaining awards vesting on August 7, 2025. (5) Performance shares (restricted stock units subject to performance-based vesting) vest at the end of a three-year performance period provided that certain performance metrics are achieved. For a description of the performance criteria, please see the section titled “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation.” 2021 Equity Incentive Plan. Stockholders of the Company approved the 2021 Plan at our 2021 Annual Meeting of Stockholders. Under the 2021 Plan, individuals may receive restricted stock awards, restricted stock units and grants of stock options to purchase shares of Company common stock at a specified exercise price during a specified time period. The 2021 Plan provides for a total share reserve of 7,500,000 shares (the “Share Limit”); provided, however, that the Share Limit is reduced, on a one-for-one basis, for each share of common stock subject to a stock option grant, and on a three-for-one basis for each share of common stock issued pursuant to restricted stock awards or restricted stock unit awards. 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 2021 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 2021 Plan; and interpret the 2021 Plan. The 2021 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 2021 Plan. Awards may be granted in a combination of restricted stock awards, restricted stock units, incentive stock options, and non-qualified stock options. The exercise price of stock options granted under the 2021 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 or stock unit 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 or stock unit that actually vests. All restricted stock, restricted stock units 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 2021 Plan will vest upon death, disability, or involuntary termination of employment or service following a change in control (as such terms are defined in the 2021 Plan). Option Exercises and Stock Vested. The following table sets forth information regarding the vesting of restricted stock units and stock option exercises for each NEO during the fiscal year ended June 30, 2025.

  37. Executive Compensation

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Craig L. Montanaro | — | — | 23,103 | 162,282 | | Keith Suchodolski | — | — | 11,992 | 84,163 | | Sean Byrnes | — | — | 6,526 | 45,942 | | Patrick M. Joyce | — | — | 8,520 | 59,876 | | Anthony V. Bilotta, Jr. | — | — | 8,013 | 56,302 |

  38. Executive Compensation

    (1)The above reflects the vesting of restricted stock units subject to time-based vesting only. On January 7, 2022, certain NEOs received a grant of performance-based restricted stock units, which would cliff vest during the fiscal year ended June 30, 2025, provided that certain performance metrics were achieved. None of the performance-based restricted stock units vested since the performance metrics were not attained, and accordingly, the NEOs did not receive any economic value from such awards. (2)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. 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 entered into a supplemental executive retirement plan with Mr. Montanaro (the “SERP”), which was amended on June 18, 2025 to provide that benefits will cease to be frozen and benefits may increase on and after July 1, 2025. The SERP, which is a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code of 1986, as amended, provides for a lump sum payment following a termination of the executive’s 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 amended and restated executive life insurance agreement, effective as of July 1, 2022, entered into between Kearny Bank and the executive. 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, 2025.

  39. Executive Compensation

    | Name | Plan Name | Number of Full Years Credited Service | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Craig L. Montanaro | Pension Plan(2) | 4 | 118,000 | — | | | SERP | 1 | 632,684 | — | | Keith Suchodolski | Pension Plan | — | — | — | | Sean Byrnes | Pension Plan | — | — | — | | Patrick M. Joyce | Pension Plan(2) | 8 | 297,000 | — | | Anthony V. Bilotta, Jr. | Pension Plan | — | — | — |

  40. Executive Compensation

    ______________________ (1)Assumes retirement at normal retirement age as defined in the Pension Plan and SERP, respectively. Present value is calculated using assumptions set forth in Note 12 to our audited consolidated financial statements for the fiscal year ended June 30, 2025 included in our Annual Report on Form 10-K. Mr. Montanaro is the only participant in the SERP and Messrs. Montanaro and Joyce are the only NEOs that participate in the defined benefit pension plan. (2)On July 1, 2007, Kearny Bank froze all future enrollments and benefit accruals under the Pension Plan and related benefits equalization plan. Accordingly, the number of years of credited service are unchanged from the prior year. 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 attained the age of 21 and 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 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. 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 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 2025, the salary deferral contribution limit is $23,500, provided, however, that a participant age 50-59 and age 64 and above may make catch up contributions of up to an additional $7,500 and employees age 60-63 may make catch up contributions up to an additional $11,250. 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 $350,000 (for 2025, 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 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, 2025.

  41. Executive Compensation

    | 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 ($) | | Craig L. Montanaro | — | 12,209 | 30,125 | — | 204,132 | | Keith Suchodolski | — | 2,604 | 3,629 | — | 12,441 | | Sean Byrnes | — | — | — | — | — | | Patrick M. Joyce | — | 595 | 2,299 | — | 18,595 | | Anthony V. Bilotta, Jr. | — | — | 231 | — | 2,122 |

  42. Executive Compensation

    (1)Contributions included in the “Company Contributions in Last Fiscal Year” column are included as compensation for the individual in the Summary Compensation Table. Employment Agreements. Kearny Bank has entered into employment agreements with Messrs. Montanaro, Suchodolski, and Joyce 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. Messrs. Montanaro and Suchodolski’s agreements have a three-year term and the agreement for Mr. Joyce has a two-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 Suchodolski’s agreements and two years for Mr. Joyce’s agreement, 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 salaries for Messrs. Montanaro, Suchodolski, and Joyce are $770,000, $473,464 and $385,306, respectively. In addition to base salary, each executive is generally entitled to participate in welfare benefit plans and other benefit plans 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. Montanaro is entitled to a severance benefit equal to 2.999 times his prior five-year average annual taxable compensation, Mr. Joyce is entitled to a severance benefit equal to two times the total compensation earned during the most recently completed calendar year ending on or prior to the date of the termination of employment, and Mr. Suchodolski is entitled to a severance benefit equal to three times the sum of (i) the executive’s base salary in effect as of the date of termination, or if higher, the base salary immediately prior to the date of a change in control, plus (ii) the bonus earned by the executive in the fiscal year immediately preceding the year in which the date of the termination occurs, or if higher, the bonus earned in the fiscal year immediately preceding the date of a change in control. In addition, the executives are entitled to continued participation in medical and dental coverage for generally the remaining term of the agreement. The Company and Kearny Bank determined that it would no longer enter into employment agreements that provide for change in control severance based on a multiple of average annual taxable compensation or total compensation; however, the employment agreements with Messrs. Montanaro and Joyce were entered into before the Company adopted this position. Accordingly, the Company’s most recent employment agreement, which was entered into with Mr. Suchodolski in 2022 as described above, provides for change in control severance based on a multiple of base salary and bonus. 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 executive under their 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 Agreement. Kearny Bank has entered into change in control agreements with Messrs. Byrnes and Bilotta, which provides, in the event of a change in control of the Company or Kearny Bank followed within 24 months by an involuntary termination of employment for any reason other than cause or Messrs. Byrnes and Bilotta’s termination for good reason, a severance payment generally equal to two times his annual base salary in effect as of the date of termination plus two times the bonus earned in the fiscal year immediately preceding the date of a change in control, payable in a lump sum within ten days of his 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 Messres. Byrnes and Bilotta under their 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 an amended and restated executive life insurance agreement with Mr. Montanaro and executive life insurance agreements with Messrs. Suchodolski, Byrnes and Joyce pursuant to which Kearny Bank has purchased life insurance policies on behalf of the executives. Under the amended and restated executive life insurance agreement with Mr. Montanaro, in the event Mr. Montanaro dies while employed by the Bank, his beneficiary will be entitled to a death benefit, which is based on his age at death and as specified in the agreement. If Mr. Montanaro dies after retirement, (as defined in the agreement), his beneficiary will be entitled to a death benefit in the aggregate amount equal to two hundred percent (200%) times Mr. Montanaro’s highest annual base salary (not including bonus, equity compensation, deferred compensation or any other forms of compensation) at any time during the three calendar years prior to the date of retirement, plus $100,000. However, the maximum death benefit to be paid in the event of Mr. Montanaro’s death after retirement is $1.5 million. In the event of a change of control (as defined in the agreement) prior to Mr. Montanaro’s termination of employment or retirement, the death benefit under the agreement shall remain in effect, until Mr. Montanaro’s death.

  43. Executive Compensation

    Under the executive life insurance agreement with Mr. Joyce, Mr. Joyce’s beneficiary 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, a death benefit equal to two times the executive’s highest annual base salary in effect during the three calendar years prior to retirement plus an additional one hundred thousand dollars, 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. The executive life insurance agreement with Messrs. Suchodolski and Byrnes are similar to Mr. Joyce’s agreement, except that in the case of the executive’s termination of employment, for any reason, the benefit to the executives would cease. Mr. Bilotta is covered under a group term life insurance policy which provides for coverage in the amount of approximately two times his base salary during his employment with Kearny Bank. 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, 2025, 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 account balances in the SERP or Benefits Equalization Plan since such amounts are 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.

  44. Executive Compensation

    | 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(5) ($) | | Craig L. Montanaro | | | | | | | Employment Agreement(1) | 746,750 | 2,399,547 | 3,988,145 | 746,750 | 1,717,525 | | Exec. Life Ins. Agreement(3) | — | — | — | 2,608,584 | — | | Restricted Stock Vesting(4) | — | — | 814,703 | 814,703 | 814,703 |

  45. Executive Compensation

    | 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(5) ($) | | Keith Suchodolski | | | | | | | Employment Agreement(1)(2) | 446,664 | 1,498,591 | 1,733,074 | 446,664 | 1,027,327 | | Exec. Life Ins. Agreement(3) | — | — | — | 1,043,328 | — | | Restricted Stock Vesting(4) | — | — | 441,649 | 441,649 | 441,649 |

  46. Executive Compensation

    | 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(5) ($) | | Sean Byrnes | | | | | | | Employment Agreement(1)(2) | — | — | 718,024 | — | — | | Exec. Life Ins. Agreement(3) | — | — | — | 780,000 | — | | Restricted Stock Vesting(4) | — | — | 191,856 | 191,856 | 191,856 |

  47. Executive Compensation

    | 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(5) ($) | | Patrick M. Joyce | | | | | | | Employment Agreement(1)(2) | 374,084 | 854,365 | 1,091,633 | 374,084 | 617,328 | | Exec. Life Ins. Agreement(3) | — | — | — | 898,167 | — | | Restricted Stock Vesting(4) | — | — | 300,855 | 300,855 | 300,855 |

  48. Executive Compensation

    | 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(5) ($) | | Anthony V. Bilotta, Jr. | | | | | | | Change in Control Agreement(1)(2) | — | — | 885,083 | — | — | | Exec. Life Ins. Agreement(3) | — | — | — | — | — | | Restricted Stock Vesting(4) | — | — | 284,168 | 284,168 | 284,168 |

  49. Executive Compensation

    (1)This amount includes the estimated cost for continued medical and dental insurance coverage. (2)Messrs. Suchodolski, Joyce, Byrnes and Bilotta’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. The estimated severance payment amounts are based on multiple assumptions that may or may not actually occur and the amounts shown above did not need to be reduced to preserve deductibility under Section 280G of the Internal Revenue Code. (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. Bilotta 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 in the amount of $707,000. (4)This amount represents the value of unvested restricted stock units 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)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.

  50. Fiscal 2025 CEO Pay Ratio

    Fiscal 2025 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 between the annual total compensation of our President and Chief Executive Officer (CEO) and that of our median employee. For the fiscal year ended June 30, 2025, annual total compensation for our median employee was $79,160. The annual total compensation for our President and Chief Executive Officer was $1,348,839. The ratio of our CEO’s compensation to the median employee’s compensation was 17 to 1. We identified our median employee using our entire workforce (other than our CEO) utilizing annualized gross pay for the fiscal year ended June 30, 2025. We annualized compensation for employees who were employed less than the full year. No full-time equivalent adjustments were made for part-time employees. The annual total compensation of our CEO was determined using the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement. The total annual compensation of the median employee was calculated using the same methodology. 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.

  51. 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.

  52. 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 $100 Investment Based On: | | Net Income (Loss) ($) (thousands) | PPNR Per Share ($)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2025 | $1,348,839 | $1,139,221 | $624,230 | $550,119 | $100.67 | $192.40 | $26,075 | $0.53 | | 2024 | $1,396,533 | $1,039,187 | $660,645 | $528,876 | $89.85 | $155.64 | $(86,667) | $(1.19) | | 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 |

  53. Pay versus Performance

    ______________________ (1)The PEO in all five reporting years is Craig L. Montanaro. (2)Reflects compensation for: Keith Suchodolski, Patrick M. Joyce, Sean Byrnes and Anthony V. Bilotta, Jr. for fiscal year 2025; Keith Suchodolski, Patrick M. Joyce, Thomas D. DeMedici and Anthony V. Bilotta, Jr. for fiscal years 2024, 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.

  54. Pay versus Performance

    | | PEO | | | | | Non-PEO NEOs Average | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,348,839 | $1,396,533 | $1,743,845 | $2,122,665 | $1,146,955 | $624,230 | $660,645 | $722,717 | $733,665 | $658,512 | | Less: Amount reported in the “Stock Awards” column in the Summary Compensation Table | (324,156) | (430,307) | (576,313) | (545,668) | — | (130,295) | (170,782) | (228,723) | (216,596) | (176,022) | | Plus: Fair value at fiscal year-end of equity awards granted during the fiscal year that remained unvested | 335,584 | 308,078 | 342,870 | 443,156 | — | 134,888 | 122,271 | 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 | (221,125) | (257,838) | (134,954) | — | 240,340 | (77,993) | (102,338) | (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 | 2,079 | 22,721 | 4,919 | 32,660 | 119,840 | 789 | 19,080 | (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 | (2,000) | — | (195,975) | (436,709) | — | (1,500) | — | — | — | — | | Plus: Service cost for pension plan | — | — | 184,561 | 430,848 | — | — | — | — | — | — | | Compensation Actually Paid (CAP) | $1,139,221 | $1,039,187 | $1,368,953 | $2,046,952 | $1,507,135 | $550,119 | $528,876 | $519,960 | $689,960 | $760,123 |

  55. 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, 2025. (5)For purposes of this table, PPNR is defined as net income before taxes and prior to provision for credit losses.

  56. 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 TSR, peer group cumulative TSR, and CAP. The other charts report Company Net Income and PPNR per share, respectively, and CAP.

  57. 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, 2025. 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.

  58. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Change in Pension Value(3) ($) | All Other Compensation(4) ($) | Total ($) | | Theodore J. Aanensen | 112,800 | — | — | — | 32,259 | 145,059 | | Raymond E. Chandonnet | 106,800 | — | — | — | 33,003 | 139,803 | | Curtland E. Fields | 106,800 | — | — | — | — | 106,800 | | John N. Hopkins(1) | 62,893 | — | — | — | 23,958 | 86,851 | | Catherine A. Lawton | 106,800 | — | — | — | 20,613 | 127,413 | | John J. Mazur, Jr. | 122,250 | — | — | — | 22,386 | 144,636 | | Joseph P. Mazza | 113,050 | — | — | — | 39,903 | 152,953 | | John F. McGovern | 116,800 | — | — | — | 25,793 | 142,593 | | Leopold W. Montanaro | 106,800 | — | — | — | 20,459 | 127,259 | | Christopher Petermann | 117,050 | — | — | — | 13,008 | 130,058 | | Charles J. Pivirotto | 106,800 | — | — | — | — | 106,800 | | John F. Regan(1) | 83,100 | — | — | — | 15,428 | 98,528 | | Melvina Wong-Zaza | 110,800 | — | — | — | — | 110,800 |

  59. Director Compensation

    (1) Mr. Hopkins retired from the Board of Directors of Kearny Financial Corp. and Kearny Bank effective February 1, 2025. Mr. Regan passed away on January 14, 2025. (2) As of June 30, 2025, Directors Aanensen, Chandonnet, Mazur, Mazza, McGovern, Montanaro, and Petermann held 100,000 vested stock options, Ms. Lawton held 75,000 vested stock options and Messrs. Fields, Pivirotto and Ms. Wong-Zaza did not hold any stock options. None of the directors held restricted stock awards. (3) For more information concerning the Directors Consultation and Retirement Plan, please see Note 12 to our audited consolidated financial statements for the fiscal year ended June 30, 2025 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 $19,000, $3,924, $24,000, $13,000, $22,000, $6,000 and $13,000 respectively; however, applicable SEC rules require that we report a negative number as a zero in the above table. (4) For fiscal year 2025, all other compensation included the following:

  60. Director Compensation

    | Name | Health and Long-Term Care Premiums ($) | Bank Owned Life Insurance* ($) | Total All Other Compensation ($) | | Theodore J. Aanensen | 23,749 | 8,510 | 32,259 | | Raymond E. Chandonnet | 33,003 | — | 33,003 | | Curtland E. Fields | — | — | — | | John N. Hopkins(1) | 13,128 | 10,830 | 23,958 | | Catherine A. Lawton | 20,613 | — | 20,613 | | John J. Mazur, Jr. | 19,181 | 3,205 | 22,386 | | Joseph P. Mazza | 24,069 | 15,834 | 39,903 | | John F. McGovern | 24,681 | 1,112 | 25,793 | | Leopold W. Montanaro | 16,331 | 4,128 | 20,459 | | Christopher Petermann | 13,008 | — | 13,008 | | Charles J. Pivirotto | — | — | — | | John F. Regan(1) | 9,658 | 5,770 | 15,428 | | Melvina Wong-Zaza | — | — | — |

  61. Director Compensation

    * Amounts shown represent the imputed income on certain director life insurance agreements, as described below in more detail under the heading Director Life Insurance Agreements. Board Retainers. In fiscal 2025, 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 (except $1,706,769 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.