UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 18, 2024

KEARNY FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)

MD
  
001-37399
  
30-0870244
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)

120 Passaic Avenue, Fairfield, NJ
  
07004
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (973) 244-4500

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.01 par value
  
KRNY
  
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotion of Keith Suchodolski

On June 20, 2024, Kearny Financial Corp. (the “Company”), the holding company of Kearny Bank (the “Bank”), announced that the Company’s Board of Directors promoted Keith Suchodolski to Senior Executive Vice President and Chief Operating Officer of the Company and the Bank effective July 1, 2024.  Mr. Suchodolski has served as the Company and Bank’s Senior Executive Vice President and Chief Financial Officer since July 2022. In connection with the Executive’s promotion to Senior Executive Vice President and Chief Operating Officer, the Company and the Bank entered into an amendment to Mr. Suchodolski’s employment agreement, effective as of July 1, 2024 (the “Amendment”).  The Amendment is solely to replace all references to “Senior Executive Vice President and Chief Financial Officer” with “Senior Executive Vice President and Chief Operating Officer.”

Promotion of Sean Byrnes

On June 20, 2024, the Company and Bank announced that the Company’s Board of Directors promoted Sean Byrnes to Executive Vice President, Chief Financial Officer and Principal Accounting Officer of the Company and the Bank effective July 1, 2024.  Mr. Byrnes has served as the Company’s Executive Vice President and Deputy Chief Financial Officer since July 2023.  In connection with Mr. Byrnes’ promotion to Executive Vice President and Chief Financial Officer, Mr. Byrnes and the Bank entered into a change in control agreement, effective as of July 1, 2024 (the “CIC Agreement”).  The CIC Agreement provides, in the event of a change in control of the Company or the Bank followed within twenty-four (24) months by an involuntary termination of employment for any reason other than cause or a termination for good reason, Mr. Byrnes will be entitled to a severance payment equal to two times annual base salary and 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 two years.

Amended and Restated Executive Management Incentive Compensation Program
On June 18, 2024, the Bank approved an Amended and Restated Executive Management Incentive Compensation Program (“Amended Program”), which will replace the prior Executive Management Incentive Compensation Program (“Prior Program”).  The terms of the Amended Program are similar to the Prior Program except the Amended Program removes section 5(c) – Performance Gate from the Prior Program.
The press release issued by the Company related to the promotions of Mr. Suchodolski and Mr. Byrnes is included in this filing as Exhibit 99.1.  The foregoing descriptions of the Amendment, CIC Agreement and Amended Program do not purport to be complete and are qualified in their entirety by reference to the Amendment, CIC Agreement and Amended Program, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 of this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.

Item 9.01
Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No. Description


 10.1


10.2


10.3

99.1


104
Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

   
KEARNY FINANCIAL CORP.
 
 
DATE: June 20, 2024
By:  
 /s/ Craig L. Montanaro
   
Craig L. Montanaro
   
President and Chief Executive Officer

EXHIBIT 10.1


AMENDMENT NUMBER ONE
EMPLOYMENT AGREEMENT WITH KEITH SUCHODOLSKI
This Amendment Number One (the “Amendment”) to the employment agreement (the “Employment Agreement”) between Kearny Bank (the “Bank”) and Keith Suchodolski (“Executive”) is made effective as of July 1, 2024.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.

WHEREAS, Executive was promoted to the position of Senior Executive Vice President and Chief Operating Officer of Kearny Financial Corp. (the “Company”) and the Bank effective July 1, 2024; and

WHEREAS, in recognition of Executive’s promotion, the Bank and Executive desire to amend the Employment Agreement to replace the title “Senior Executive Vice President and Chief Financial Officer” with “Senior Executive Vice President and Chief Operating Officer”; and

WHEREAS, Section 10(a) of the Employment Agreement provides that the Employment Agreement may be amended.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Employment Agreement is hereby amended as follows:

Section 1. New Title.  All references to “Senior Executive Vice President and Chief Financial Officer” are hereby replaced with “Senior Executive Vice President and Chief Operating Officer.”

Section 2. Effectiveness.  This Amendment shall be deemed effective as of the date first above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.  Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey.

Section 4.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.


IN WITNESS WHEREOF, the Bank and Executive have signed this Amendment as of June 18, 2024.
KEARNY BANK

By:  /s/ Craig L. Montanaro
        President and Chief Executive Officer

KEARNY FINANCIAL CORP.

By:   /s/ Craig L. Montanaro
        President and Chief Executive Officer

EXECUTIVE

/s/ Keith Suchodolski
Keith Suchodolski

EXHIBIT 10.2


TWO YEAR CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is made effective as of the 1st day of July, 2024 (the “Effective Date”), by and between Kearny Bank (the “Bank”) and Sean Byrnes (the “Executive”).  Any reference to the Company hereunder shall mean Kearny Financial Corp., (together with its successors and assigns), a Maryland corporation and the stock holding company of the Bank.

WITNESSETH

WHEREAS, Executive is a party to a change in control agreement effective as of October 1, 2020 (the “Prior Agreement”); and

WHEREAS, in connection with Executive’s promotion to Executive Vice President and Chief Financial Officer, the Bank desires to enter into this Agreement with Executive, which shall replace and supersede the Prior Agreement in its entirety; and

 WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:

1.
TERM OF AGREEMENT

The initial term of this Agreement will begin as of the Effective Date and will continue for twenty-four (24) full calendar months.  Commencing on July 1, 2025 and on each subsequent July 1 (each, an “Anniversary Date”), the term of this Agreement will renew such that the remaining term will be twenty-four (24) months from such Anniversary Date; provided, however, that in order for the term of this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date:  (i) conduct or review a performance evaluation of Executive for purposes of determining whether to extend the term of this Agreement; and (ii) affirmatively approve the renewal of the term of this Agreement and include such decision in the minutes of the Board’s meeting.  If the disinterested members of the Board decide not to renew the term of this Agreement, then the Board will provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) no later than five business days after such action is taken, in which event this Agreement will terminate twelve (12) months from the next Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive.  If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request that the Board provide Executive with the reason(s) for its action (or non-action), and the Board will respond to Executive within 30 days of the receipt of such request.  Reference herein to the term of this Agreement will refer to both such initial term and such extended terms.
Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined below, then the term of this Agreement shall automatically be extended with no action by the Board and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.

2.
DEFINITIONS

(a) Change in Control.  For purposes of this Agreement, a “Change in Control” means any of the following events:


 (1)
Merger:  The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(2)
Acquisition of Significant Share Ownership:  A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

(3)
Change in Board Composition:  During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (3), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

(4)
Sale of Assets:  The Company or the Bank sells to a third party all or substantially all of its assets.
(b) Good Reason shall mean a termination by Executive following a Change in Control if, without Executive’s express written consent, any of the following occurs:

(1)
failure to elect or reelect or to appoint or reappoint Executive to the position and title that the Executive maintained immediately prior to a Change in Control;
(2)
a material change in Executive’s authority, duties or responsibilities to
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become one of lesser authority, duty or responsibilities then the position Executive held immediately prior to the Change in Control;

(3)
a material reduction in Executive’s base salary and benefits; or
(4)
a relocation of Executive’s principal place of employment by more than 35 miles from its location as of the date of this Agreement;

provided, however, that prior to any termination of employment for Good Reason, Executive must first provide written notice to the Bank (or its successor) within ninety (90) days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written notice from Executive.  If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition.  If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

(c) Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:

(1)
material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;

(2)
incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking industry) in performing Executive’s duties on behalf of the Bank;

(3)
willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(4)
breach of fiduciary duty involving personal profit;

(5)
intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(6)
willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies or procedures of the Bank as outlined in the Bank’s employee handbook,
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which would result in termination of a Bank employee, as from time to time amended and incorporated herein by reference;  or

(7)
material breach by Executive of any provision of this Agreement.

A determination of whether Executive’s employment shall be terminated for Cause shall be made at a meeting of the Board called and held for such purpose, at which the Board makes a finding that in good faith opinion of the Board an event set forth in clauses (1), (2), (3), (4), (5), (6), or (7) above has occurred and specifying the particulars thereof in detail.

3. BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL

(a) If Executive’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Executive for Good Reason, then the Bank, or its successor, shall:

(1)
pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four (24) months of the Executive’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, and (ii) two times the bonus earned by the Executive from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and

(2)
cause to be continued at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination for twenty-four (24) months.  If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination.  Such cash payment shall be made in a lump sum within ten (10) days after the later of Executive’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

(b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result,
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Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code.  The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

4.
NOTICE OF TERMINATION

Any purported termination by the Bank or by Executive in connection with or following a Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the Date of Termination and, in the event of termination by Executive, the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.  “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall be immediate).

5.
SOURCE OF PAYMENTS

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank.

6.
REQUIRED PROVISIONS
(a) The Board may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement.  Executive shall have no right to receive compensation or other benefits for any period after Executive’s termination for Cause.

(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 USC §1818(e)(3)) or 8(g)(1) (12 USC §1818(g)(1)) of the Federal Deposit Insurance Act (“FDIA”), the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) (12 U.S.C. §1818(e)(4)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of FDIA, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(d) If the Bank is in default as defined in Section 3(x)(1) (12 U.S.C. §1813(x)(1)) of FDIA, all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.
5

(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or the New Jersey Department of Banking and Insurance (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. §1823(c)) of FDIA; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operations of the Bank or when the Bank is determined by the Regulator or his or her designee to be in an unsafe or unsound condition.  Any rights of the parties that have already vested, however, shall not be affected by such action.

(f) Notwithstanding anything herein to the contrary, any payments to Executive pursuant to this Agreement or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and the regulations promulgated thereunder in 12 C.F.R. Part 359.

(g) For purposes of this Agreement, any termination of Executive’s employment shall be construed to require a “Separation from Service” in accordance with Code Section 409A and the regulations promulgated thereunder, such that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period.

(h) Notwithstanding the foregoing, in the event Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, Executive’s payments shall be delayed until the first day of the seventh month following Executive’s Separation from Service.  A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.

7.
NO ATTACHMENT

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

8.
ENTIRE AGREEMENT; MODIFICATION AND WAIVER
(a) This Agreement contains the entire understanding between the parties hereto and supersedes the Prior Agreement in its entirety, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere
6
provided. For purposes of clarity, the Prior Agreement is terminated as of the Effective Date without further notice.

(b) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(c) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

9.
SEVERABILITY

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

10.
HEADINGS FOR REFERENCE ONLY

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11.
GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Jersey but only to the extent not superseded by federal law.

12.
ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually acceptable to the Bank and Executive, sitting in a location selected by the Bank within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Bank’s National Rules for the Resolution of Employment Disputes then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

13.
PAYMENT OF LEGAL FEES

To the extent that such payment(s) may be made without triggering penalty under Code Section 409A, all reasonable legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank, provided that the dispute or interpretation has been resolved in Executive’s favor, and such
7
reimbursement shall occur no later than sixty (60) days after the end of the year in which the dispute is settled or resolved in Executive’s favor.

14.
OBLIGATIONS OF BANK

The termination of Executive’s employment, other than following a Change in Control, shall not result in any obligation of the Bank under this Agreement.

15.
SUCCESSORS AND ASSIGNS

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

[Signature Page Follows]
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IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized Executive, and Executive has signed this Agreement, as of the Effective Date.
KEARNY BANK



By:        /s/ Craig L. Montanaro
Craig L. Montanaro
President and Chief Executive Officer


EXECUTIVE



By:        /s/ Sean Byrnes
Sean Byrnes

9
EXHIBIT 10.3



Amended and Restated Executive Management Incentive
Compensation Program
 
 


This document outlines the Kearny Bank Amended and Restated Executive Management Incentive Compensation Program (the “Program”) by and between Kearny Financial Corp. (“Kearny”), its subsidiary Kearny Bank (the “Bank”), and the Executive (the “Participant”).

1.
Purpose

The Program is designed to recognize and reward executives for their contribution to the Bank’s performance. The Program is designed to reward predefined performance goals that are critical to the Bank’s profitability, growth and prudent management of business risk. The Program is further intended to assist Kearny in its ability to motivate, attract and retain qualified executives.

2.
Effective Date

The Program is in effect July 1, 2024 through June 30, 2025, and will continue to renew for successive one-year periods (each year being a “Program Year”) unless otherwise terminated or modified in accordance with the Program and specifically approved by the Compensation Committee (the “Committee”) of the Kearny Board of Directors (the “Board”).

3.
Eligibility

Participation is limited to those executives recommended by the Chief Executive Officer and approved by the Committee during the first 90 days of each Program Year. The Committee shall retain the discretion to include as a Participant any otherwise-eligible executive hired or promoted after the commencement of a Program Year.

4.
Basis of Incentive Compensation Award

The Participant’s incentive compensation award under the Program is based on an incentive target that is approved at the beginning of the Program Year by the Committee (or its delegee) in its discretion. The incentive award is expressed as a percentage of the Participant’s base salary, and may be awarded if either or both the Kearny corporate goals (the “Corporate Goals”) and the Participant’s individual goals (the “Individual Goals”) are achieved.  In no event shall a Participant receive payment under the Program that exceeds 200% of the Participant’s base salary for the Program Year.

5.
 Program Details

The amount of incentive compensation that the Participant is entitled to receive under the Program is determined based on the Participant’s award target and weighting and achievement of the approved performance goals. The performance period for achievement of any performance goal(s) is the Program Year.

a.
 Award Targets and Weightings
Each Participant shall be assigned an incentive award target, calculated as a percentage of the Participant’s base salary, which may be awarded if Kearny and the Participant achieve targeted performance goals.

Target awards shall be weighted between Corporate Goals and Individual Goals. The weightings for the two goal categories shall be recommended by the Chief Executive Officer and presented to the
Amended and Restated Executive Management Incentive
Compensation Program
 
 

Committee for review and approval. Threshold, Target and Superior achievement levels for each Corporate Goal and Individual Goal will be recommended by the Chief Executive Officer and presented to the Committee for review and approval. The payout for the Threshold achievement level will be not less than 0% of the target payout, and the payout for the Superior achievement level will be not more than 200% of the target payout.

b.
 Program Funding

A funding trigger is in place for the program. The Program is funded if Kearny has positive operating earnings for the Program Year.  The incentive awards paid are then determined by the Committee using the performance measures selected for the Program Year.

c.
Corporate Goals

The Corporate Goals for the Program Year will be recommended by the Chief Executive Officer and approved in writing by the Committee within the first 90 days of the Program Year.

d.
 Individual Goals

Individual Goals for the Program Year will be established for each Participant in conjunction with their direct supervisor and will be presented to the Committee for review and approval.

e.
 Determination of Incentive Compensation Award

The Committee will review performance against the Corporate Goals and any Individual Goals established for the Participant once the financial results are confirmed, certify in writing that the applicable performance goals were satisfied, and determine the amount of the incentive compensation award, if any, to be paid to each Participant under the Program. Notwithstanding any provision of the Program to the contrary, in making this determination, the Committee may, in its discretion, in light of such considerations as it may deem relevant, increase or decrease any payments to which a Participant would otherwise be entitled by such amount or percentage as the Committee deems appropriate. The program and its various financial inputs, goals, metrics and targets may be adjusted for extraordinary items at the discretion of the Compensation Committee.

6.
Administrative Matters

a.
 Administration of the Program

Responsibility for the administration of the Program, as described herein, rests with the Committee. The Chief Executive Officer shall monitor for accuracy the performance reporting of the Participant and make recommendations to the Committee concerning the amount of the Participant’s awards under the Program. In addition, the Committee, and ultimately the Board, is responsible for the overall oversight, supervision and existence of the Program. The Committee has been delegated the sole discretion to interpret the terms of the Program, to determine eligibility for benefits, and to calculate and render final incentive compensation awards under the Program. The Committee shall also be empowered to make any and all of the determinations not herein specifically authorized which may be necessary or desirable for the effective administration of the Program.
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Amended and Restated Executive Management Incentive
Compensation Program
 
 

The Committee may withhold or adjust any incentive compensation award in its sole discretion as it deems appropriate and will notify the Participant of its decision to withhold or adjust an incentive compensation award.
Any decision or interpretation of any provision of the Program adopted by the Committee shall be final and conclusive.

b.
 Active Participation Required

i.
New Hires, Promotions, and Transfers

Participants who are not employed by the Bank at the beginning of the Program Year will receive a pro-rata incentive award based on their length of employment during a given year.

A Participant whose work schedule changes during the year will be eligible for pro-rated treatment that reflects their time in the different schedules.

If a Participant changes their role or is promoted during the Program Year, they will be eligible for the new role’s target incentive award on a pro rata basis (i.e. the award will be prorated based on the number of months employed in the respective positions.)

ii.
Termination of Employment – General

Unless otherwise specified in this Program, and as the Program is designed to encourage employees to remain in the employment of the Bank or its affiliates, a Participant must be an active employee of the Bank at the time the award is paid.

iii.
Termination of Employment without Cause

Unless otherwise noted in the Program, if a Participant is involuntarily terminated by the Bank or Kearny without “cause” (as defined below), the Participant’s potential incentive award may, in the sole discretion of the Compensation Committee, be prorated.  The Compensation Committee will consider the following factors in its pro-ration process: (i) reason for termination of employment, (ii) level of achievement of the Participant’s goals as of the Participant’s date of termination, and (iii) other factors the Committee deems relevant to the specific situation.

For purposes of this Program, a termination for “cause” shall mean termination because of a Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform their job functions, willful violation of any law, rule, regulations (other than a traffic violation or similar offenses) or the Participant’s breach of any cease and desist order issued by any banking regulatory agency which has oversight of Kearny or the Bank, or the U.S. Securities and Exchange Commission.

iv.
Voluntary Resignation of Employment or Termination for Cause

If a Participant voluntarily resigns or is terminated by the Bank for cause, no incentive award will be paid to the Participant.
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v.
Voluntary Resignation for Good Reason

If a Participant maintains an employment or change in control agreement with the Bank or Kearny and terminates their employment with the Bank for Good Reason (as defined in the applicable employment or change in control agreement), the Participant will receive a pro-rated incentive award.  The Compensation Committee will prorate the award based on the Participant’s base salary earned as of their termination date or other factors the Compensation Committee deems relevant to the proration process.

vi.
Disability, Death and Retirement

A Participant that is receiving long-term disability benefits will not be considered “actively employed” for the purposes of the Program and therefore will not be eligible to receive incentive awards during the period in which the Participant is on long-term disability, but may earn a pro-rata portion based on their period of active service.   A Participant that is receiving short-term disability benefits may be eligible to participate in the Program during the period the Participant is on short-term disability, at the discretion of the Compensation Committee.

In the event of death, the Bank will pay to the Participant’s estate the pro-rata portion of the award that had been earned by the Participant as of their date of death.  The Compensation Committee will determine what portion of the award had been earned based on: (i) the base salary earned by the Participant as of their date of death and (ii) such other factors as the Committee deems relevant. 

Individuals who retire during the Program Year will receive a prorated award based on their base salary earned as of their retirement date and other factors the Committee deems relevant.  For the purposes of this Program, retirement is defined as age 55 with a minimum of 5 years of service.

vii.
Change in Control

Upon the occurrence of a Change in Control (as defined in Kearny’s employment agreement with its President and Chief Executive Officer) of Kearny or the Bank, the Bank will pay a Participant the pro-rata portion of the award that had been earned by the Participant as of the date of the Change in Control.  The Compensation Committee will determine what portion of the award had been earned based on: (i) the base salary earned by the Participant as of the date of the Change in Control and (ii) such other factors as the Committee deems relevant. 

7.
Payment Method

The Compensation Committee, in its sole discretion, may elect to distribute all or a portion of an incentive award in Kearny common stock and/or cash to further align Participants’ interests with those of the Kearny shareholders. Payment of awards, less deferrals and applicable federal, state and local taxes, will be made as soon as practicable following the end of the Program Year (the “Payment Date”), but in no event before certification of the Committee or later than September 30th following the end of the Program Year.
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8.
Modification and Termination of Program

The Program may be modified or changed at any time by the Committee in its discretion, followed by written notification to the Participant as soon as reasonably practicable. The Program may be terminated at any time by the Committee in its discretion, followed by written notification to the Participant as soon as reasonably practicable. In the event of a Program termination, the Participant shall continue to be eligible for incentive compensation awards for the Program Year prorated through the Program’s termination date, unless the Committee determines in its discretion that no incentive compensation should be paid. Any incentive compensation awards shall be calculated through the date of the Program termination on such basis as the Committee deems appropriate in its discretion and will be payable as soon as practicable after the termination of the Program but in no event later than September 30th following the end of the Program Year.

9.
Participant Rights Not Assignable; Program not a Contract

Any awards made pursuant to the Program shall not be subject to assignment, pledge or other disposition.


Nothing contained in the Program shall confer upon any employee any right to continued employment or to receive or continue to receive any rate of pay or other compensation, nor does the Program affect the right of Kearny or the Bank to terminate a Participant’s employment. Participation in the Program does not confer rights to participation in other Kearny or Bank programs, including annual or long-term incentive programs, non-qualified retirement or deferred compensation programs or other executive perquisite programs.

10.
Ethical Statement

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment.  In addition, any incentive compensation as provided by the Program to which the employee would otherwise be entitled will be revoked.

Participants who have willfully engaged in any activity, injurious to the Bank, will upon termination of employment, death, or retirement, forfeit any incentive award earned during the award period in which the termination occurred.

11.
Governing Law

The parties agree that the interpretation and enforcement of the Program shall be governed by the laws of the state of New Jersey. The Participant consents and waives any objection to personal jurisdiction and venue in such court. The Program, and any payments thereunder, shall not be subject to the Employee Retirement Income Security Act.

12.
Attorney’s Fees and Costs

The parties agree that in the event of any legal action arising out of or relating to the interpretation or enforcement of the Program, Kearny and the Bank shall be entitled to recover their attorney’s fees and costs in the event that they are (or either of them is) the prevailing party.
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13.
No Oral or Written Representations

The parties agree that they have relied on no oral or written representation or promises not set forth herein, and that the terms of the Program are set forth solely in the written Program document and it constitutes the complete and entire agreement of the parties relating to the subject matter hereof.

14.
Clawback

Participant, while employed by the Bank and in the conduct of their duties as an employee, shall not expose Kearny or the Bank to any unreasonable or unnecessary risk. All incentive compensation awards under the Program are subject to the terms of Kearny’s or the Bank’s recoupment, clawback or similar policy as such may be in effect from time to time, as well as any similar provisions of applicable law, which could in certain circumstances require repayment of an incentive compensation award or portion thereof.

15.
Banking Regulatory Provision

All incentive compensation awards under the Program are subject to any condition, limitation or prohibition under any financial institution regulatory policy or rule to which Kearny or the Bank is subject.

Approved by the Board of Directors of Kearny Financial Corp. on June 18, 2024.


6
EXHIBIT 99.1


FOR IMMEDIATE RELEASE
June 20, 2024

For further information contact:
Craig L. Montanaro, President and Chief Executive Officer, or
Keith Suchodolski, Senior Executive Vice President and Chief Financial Officer
Kearny Financial Corp.
(973) 244-4500


KEARNY FINANCIAL CORP. NAMES CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER

Fairfield, N.J., June 20, 2024 – Kearny Financial Corp. (NASDAQ GS: KRNY) (the “Company”), the holding company for Kearny Bank (the “Bank”), announced today that the Board of Directors promoted Keith Suchodolski to Senior Executive Vice President and Chief Operating Officer, effective July 1, 2024. Mr. Suchodolski has held progressive leadership roles within the Company since 2013, most recently serving as Chief Financial Officer since July 2018. In his new role, Mr. Suchodolski’s range of responsibilities will broaden to include strategic oversight of retail & business banking, human resources, marketing, corporate finance and corporate administration.

Craig L. Montanaro, President and Chief Executive Officer said, “Keith is an accomplished leader with a track record of success throughout his time with the Company. His knowledge and experience will play a critical role in shaping and implementing the Company’s strategic vision in the years ahead.”

Concurrently, Sean Byrnes has been promoted to Executive Vice President and Chief Financial Officer, effective July 1, 2024. Mr. Byrnes, a Certified Public Accountant and CFA charterholder, joined the Bank in September 2020 as Chief Accounting Officer and currently holds the position of Deputy Chief Financial Officer. In his new role as the Company's senior financial leader, Mr. Byrnes will be responsible for all aspects of corporate finance and will partner with the Company’s senior leadership team to execute on the Company’s short- and long-term strategic goals.

Mr. Montanaro added, “I am pleased to congratulate Keith and Sean on their respective promotions, and I look forward to continuing to work closely with them. We are fortunate to have such talented leaders within the Company to take on these critical roles.”

About Kearny Financial Corp.
Kearny Financial Corp. is the parent company of Kearny Bank which operates from its administrative headquarters in Fairfield, New Jersey, and a total of 43 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At March 31, 2024, Kearny Financial Corp. had approximately $7.8 billion in total assets.

Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results

to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company does not undertake and specifically disclaims any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.
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Document and Entity Information
Jun. 18, 2024
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Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 18, 2024
Entity File Number 001-37399
Entity Registrant Name KEARNY FINANCIAL CORP.
Entity Central Index Key 0001617242
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 30-0870244
Entity Address, Address Line One 120 Passaic Avenue
Entity Address, City or Town Fairfield
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07004
City Area Code 973
Local Phone Number 244-4500
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol KRNY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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