Kearny Financial Sets Virtual Annual Meeting, Board Backs All Proposals

TL;DR

**KRNY's board is pushing for a clean sweep on all proposals at the virtual annual meeting, signaling stability but watch for any dissent on executive pay.**

AI Summary

Kearny Financial Corp. (KRNY) is holding its 2025 Annual Meeting virtually on October 21, 2025, at 10:00 a.m. Eastern Time. Stockholders will vote on three key proposals: the election of five directors, the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, and an advisory, non-binding resolution to approve executive compensation. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. As of June 30, 2025, Kearny Financial reported approximately $7.7 billion in total assets and operates 43 retail branch offices across New Jersey and New York. On the record date of August 22, 2025, 64,744,523 shares of common stock were outstanding and entitled to vote. The company will bear the cost of proxy solicitation, including a $7,500 fee to Laurel Hill Advisory Group, LLC for assistance.

Why It Matters

This DEF 14A filing outlines the critical governance decisions for Kearny Financial, directly impacting investor confidence and executive accountability. The election of five directors will shape the company's strategic direction and oversight, while the ratification of Crowe LLP ensures continued financial transparency and regulatory compliance. The advisory vote on executive compensation provides stockholders a voice on leadership pay, a key factor in attracting and retaining top talent in the competitive banking sector. For customers and employees, stable governance and clear executive incentives can translate to consistent service and a strong corporate culture, crucial for a regional bank operating 43 branches in New Jersey and New York.

Risk Assessment

Risk Level: low — The filing primarily details routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance matters. The Board of Directors unanimously recommends 'FOR' all proposals, indicating a lack of internal conflict or contentious issues. There are no mentions of significant financial distress, regulatory challenges, or competitive threats that would elevate the risk profile.

Analyst Insight

Investors should review the executive compensation details ahead of the October 21, 2025 meeting to make an informed decision on the advisory vote. Given the unanimous board recommendation, a 'FOR' vote on all proposals is likely, suggesting continued stability in governance and auditing practices for Kearny Financial.

Executive Compensation

Key Numbers

• $7.7B — Total Assets (Kearny Financial Corp.'s total assets as of June 30, 2025)
• 64.7M — Shares Outstanding (Shares of common stock outstanding and entitled to vote on August 22, 2025)
• 43 — Retail Branch Offices (Number of Kearny Bank branches in New Jersey and New York)
• Oct 21, 2025 — Annual Meeting Date (Date of Kearny Financial Corp.'s 2025 Annual Meeting)
• Aug 22, 2025 — Record Date (Record date for stockholders entitled to vote at the Annual Meeting)
• $7,500 — Proxy Solicitation Fee (Fee paid to Laurel Hill Advisory Group, LLC)

Key Players & Entities

• Kearny Financial Corp. (company) — Registrant and holding company for Kearny Bank
• Craig L. Montanaro (person) — President and Chief Executive Officer of Kearny Financial Corp.
• Gail Corrigan (person) — Corporate Secretary of Kearny Financial Corp.
• Crowe LLP (company) — Independent registered public accounting firm for Kearny Financial Corp.
• Laurel Hill Advisory Group, LLC (company) — Proxy solicitation firm assisting Kearny Financial Corp.
• Computershare (company) — Transfer agent for Kearny Financial Corp.
• SEC (regulator) — Securities and Exchange Commission
• $7.7 billion (dollar_amount) — Total assets of Kearny Financial Corp. at June 30, 2025
• $7,500 (dollar_amount) — Fee paid to Laurel Hill Advisory Group, LLC for proxy solicitation
• 64,744,523 (dollar_amount) — Shares of Kearny Financial common stock outstanding on August 22, 2025

FAQ

Industry Context

Kearny Financial Corp. operates as a community-focused bank holding company, primarily through its subsidiary Kearny Bank. The banking industry is characterized by intense competition, evolving regulatory landscapes, and a growing emphasis on digital services. Community banks like Kearny Financial often differentiate themselves through personalized customer service and deep local market knowledge, while facing pressure from larger national banks and fintech companies.

Regulatory Implications

As a financial institution, Kearny Financial is subject to extensive regulation by federal and state authorities, including the FDIC and state banking departments. Compliance with these regulations is critical to maintaining operational stability and avoiding penalties. Changes in banking regulations, capital requirements, or consumer protection laws could impact the company's profitability and strategic flexibility.

What Investors Should Do

1. Vote 'FOR' all three proposals at the 2025 Annual Meeting.
2. Review the executive compensation details provided in the Proxy Statement.
3. Note the virtual format of the Annual Meeting.

Key Dates

• 2025-10-21: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, and executive compensation.
• 2025-08-22: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-06-30: Fiscal Year End — The period for which the independent auditor is appointed and financial statements are prepared.
• 2025-09-10: Proxy Statement Availability — Date when the proxy materials are first made available to stockholders for review.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information for the annual meeting of shareholders. (This document is the primary source of information for the annual meeting and the proposals being voted on.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document outlines the proposals, board recommendations, and executive compensation details for the 2025 Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines which shareholders are entitled to vote at the 2025 Annual Meeting.)

Advisory, Non-binding Resolution

A shareholder vote on a proposal that is not legally binding on the company's board of directors, often related to executive compensation. (Stockholders will vote on an advisory basis regarding executive compensation, allowing them to express their views.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Crowe LLP is proposed for ratification as the company's auditor for the upcoming fiscal year.)

Plurality of Votes Cast

A voting system where a candidate or proposal needs to receive more votes than any other single candidate or proposal, but not necessarily a majority of all votes cast. (This is the voting standard for the election of directors.)

Majority of Votes Cast

A voting system where a proposal or candidate must receive more than 50% of the votes cast to pass. (This is the voting standard for the ratification of the auditor and the advisory vote on executive compensation.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not available within this proxy statement itself. The proxy statement focuses on the proposals for the upcoming meeting and provides information as of specific dates (e.g., June 30, 2025, for assets). A comprehensive comparison would require access to the previous year's proxy statement and financial reports.

Key Financial Figures

• $7.7 billion — ank. Kearny Financial had approximately $7.7 billion in total assets at June 30, 2025, and c
• $0.01 — earny Financial common stock, par value $0.01 per share, at the close of business on
• $7,500 — and we have agreed to pay them a fee of $7,500 plus reasonable expenses for their serv

Filing Documents

• krny-20250910.htm (DEF 14A) — 944KB
• krny-20250910_g1.jpg (GRAPHIC) — 50KB
• krny-20250910_g2.jpg (GRAPHIC) — 94KB
• krny-20250910_g3.jpg (GRAPHIC) — 96KB
• krny-20250910_g4.jpg (GRAPHIC) — 96KB
• krny-20250910_g5.jpg (GRAPHIC) — 84KB
• krny-20250910_g6.jpg (GRAPHIC) — 112KB
• 0001617242-25-000063.txt ( ) — 3103KB
• krny-20250910.xsd (EX-101.SCH) — 5KB
• krny-20250910_def.xml (EX-101.DEF) — 5KB
• krny-20250910_lab.xml (EX-101.LAB) — 113KB
• krny-20250910_pre.xml (EX-101.PRE) — 58KB
• krny-20250910_htm.xml (XML) — 190KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Page 7 Proposal I – Election of Directors Page 9 Corporate Governance Matters Page 19 Compensation Discussion and Analysis ("CD&A") Page 25 Compensation Committee Report Page 35

Executive Compensation

Executive Compensation Page 36 CEO Pay Ratio Page 49 Pay versus Performance Page 50 Director Compensation Page 53 Proposal II – Ratification of Appointment of Independent Auditor Page 55 Proposal III – Advisory Vote on Executive Compensation Page 57 Stockholder Communications to the Board and Stockholder Proposals Page 58 KEARNY FINANCIAL CORP. PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 21, 2025 GENERAL INFORMATION This Proxy Statement is being furnished to the stockholders of Kearny Financial Corp. (the "Company" or "Kearny Financial") in connection with the solicitation by the Board of Directors of proxies for use at the 2025 Annual Meeting of Stockholders, to be held on Tuesday, October 21, 2025 at 10:00 a.m., Eastern Time (the "Annual Meeting"). This Proxy Statement and the proxy card are first being made available to stockholders on or about September 10, 2025. The Annual Meeting Date, Time and Place The Annual Meeting will be held on Tuesday, October 21, 2025 at 10:00 a.m., Eastern Time, and will be a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting at https://meetnow.global/MPNVHJN . Record Date August 22, 2025 Shares Entitled to Vote 64,744,523 shares of Kearny Financial common stock were outstanding on the Record Date and are entitled to vote at the Annual Meeting. Purpose of the Annual Meeting To consider and vote on: 1) the election of five directors; 2) the ratification of Crowe LLP ("Crowe") as our independent registered public accounting firm for the year ending June 30, 2026; and 3) the approval of a resolution to approve our executive compensation as described in this Proxy Statement. Vote Required Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is withheld. The vote to approve the advisory, non-binding resoluti

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information, as of August 22, 2025, regarding certain beneficial owners of shares of Kearny Financial common stock, including information regarding persons and entities known to Kearny Financial to be the beneficial owner of more than 5% of Kearny Financial's issued and outstanding common stock and information regarding each director, named executive officer and all directors and executive officers of Kearny Financial as a group. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed shares of each class of common stock subject to options held by that person that were exercisable on or within 60 days of August 22, 2025 to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Name of Beneficial Owner Shares Beneficially Owned Percent of All Common Stock Outstanding (1) 5% Owners (including address): Black Rock, Inc. 50 Hudson Yards New York, NY 10001 4,918,381 (2) 7.60% Kearny Bank ESOP Trust c/o Pentegra Services, Inc. 2 Enterprise Dr., Suite 408 Shelton, CT 06484 4,720,747 (3) 7.29% BlackRock Portfolio Management LLC 50 Hudson Yards New York, NY 10001 3,976,659 (4) 6.14% Renaissance Technologies Holding Corporation 800 Third Avenue New York, NY 10022 2,951,686 (5) 4.56% T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21201 2,844,028 (6) 4.39% ___________________________________________________________________________________________________________________ KEARNY FINANCIAL CORP. – 2025 Proxy Statement 7 Directors and Nominees: Theodore J. Aanensen 246,677 (7) * Raymond E. Chandonnet 155,848 (8) * Curtland E. Fields 21,900 * Catherine A. Lawton 135,000 (9) * John J. Mazur, Jr. 323,600 (10) * Joseph P. Mazza 305,548 (11) * John

View Full Filing

View this DEF 14A filing on SEC EDGAR