Independent
Tenure on this board
40.7 yrs
4 nominees · 3 ballot items.
Vote to elect four directors; ratify Crowe LLP as independent auditor for fiscal 2027; and cast a non-binding advisory vote to approve executive compensation as disclosed in the proxy statement.
Elect four directors—Theodore J. Aanensen, Curtland E. Fields, Joseph P. Mazza and Charles J. Pivirotto—to the Company’s Board, each to serve until their successors are elected and qualified.
Ratify the appointment of Crowe LLP as Kearny Financial Corp.’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
An advisory, non-binding resolution asking stockholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement (CD&A, compensation tables and accompanying narrative).
This non-binding "Say on Pay" proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed executive compensation program for its Named Executive Officers as described in the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval to reaffirm its pay-for-performance framework that ties a significant portion of pay to annual cash incentives and long-term equity awards (50% performance-based RSUs and 50% time-based RSUs), and to signal stockholder support for the Compensation Committee’s recent actions (base salary adjustments, annual incentive design and equity grant structure). The Compensation Committee emphasizes alignment with stockholders via substantial at-risk compensation, independent consultant engagement (Pearl Meyer), stock ownership guidelines, and clawback and anti-hedging policies to mitigate excessive risk-taking. Management points to prior strong shareholder support (94.05% approval in 2025) and to objective performance metrics (PPNR per share, non-interest expense ratio, net charge-off gates) as evidence that compensation is calibrated to performance. The vote is advisory and non-binding, so even if the proposal fails, no automatic contractual changes occur, but the Board and Compensation Committee commit to consider the outcome in future decisions. Key governance context includes the independent composition of the Compensation Committee, periodic benchmarking to a peer group of community banks, and performance gates for long-term awards that can result in 0–150% payout. Potential stockholder concerns would include the magnitude of certain long-term entitlements, employment and change-in-control provisions described in the proxy, and pension/SERP values disclosed for executives; management attempts to mitigate these through structured vesting, limits on perquisites, and updated severance policy practices. For an informed assessment, analysts should weigh the program’s explicit performance metrics and gating provisions, the Compensation Committee’s use of independent advice, historical say-on-pay outcomes, and whether the incentives appropriately balance retention with long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.79% | 3,110,909 | $29M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.45% | 2,892,298 | $27M |
| 3 | BlackRock, Inc. | 4.21% | 2,733,750 | $26M |
| 4 | T. Rowe Price Investment Management, Inc. | 4.07% | 2,643,127 | $25M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.97% | 2,575,124 | $24M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 3.82% | 2,479,729 | $23M |
| 7 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.44% | 2,233,683 | $21M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 3.21% | 2,085,356 | $20M |
| 9 | STATE STREET CORP | 2.78% | 1,806,315 | $17M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.57% | 1,668,122 | $16M |
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