krny-20240904

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

_______________________

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

Kearny Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

September 6, 2024

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Kearny Financial Corp. (the “Annual Meeting”). This year’s Annual Meeting will be held in a virtual meeting format only, on Thursday, October 17, 2024 at 10:00 a.m., Eastern Time. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting https://meetnow.global/MFT6DK5.

We are furnishing proxy materials to our stockholders primarily via the Internet by mailing a Notice of Internet Availability of Proxy Materials, or “Notice,” instead of mailing printed copies of those materials to each stockholder. The Notice directs stockholders to a website where they can access our proxy materials, including our Proxy Statement and our Annual Report, and view instructions on how to vote via the Internet or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.

The enclosed proxy is solicited by the Board of Directors of Kearny Financial Corp. for use at the Annual Meeting and at any adjournment thereof. This Proxy Statement is first being made available to stockholders on or about September 6, 2024. Stockholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, via the Internet, by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy card.

The Annual Meeting is being held so that stockholders may consider the election of four directors, the ratification of the appointment of Crowe LLP as Kearny Financial Corp.’s independent registered public accounting firm for the year ending June 30, 2025, and the consideration of an advisory, non-binding resolution, with respect to the executive compensation described in the Proxy Statement.

The Board of Directors of Kearny Financial Corp. has determined that the matters to be considered at the Annual Meeting are in the best interests of Kearny Financial Corp. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends that you vote “FOR” each of the proposals to be presented at the Annual Meeting.

On behalf of the Board of Directors and the officers and employees of Kearny Financial Corp. and its subsidiary, Kearny Bank, I thank you for your continued support of Kearny Financial Corp.


			Sincerely,
			/s/ Craig L. Montanaro
			Craig L. Montanaro President and Chief Executive Officer

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Kearny Financial Corp.

120 Passaic Avenue

Fairfield, New Jersey 07004

(973) 244-4500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Kearny Financial Corp. (the “Company”) will be held in a virtual meeting format only, on Thursday, October 17, 2024 at 10:00 a.m., Eastern Time. You can virtually attend the live webcast of the Annual Meeting at https://meetnow.global/MFT6DK5 and by following the instructions in the Proxy Statement. There is no physical location for the Annual Meeting. The Annual Meeting is for the purpose of considering and acting upon the following matters:

1.To elect four directors;

2.To ratify the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending June 30, 2025;

3.An advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement; and

such other business as may properly come before the Annual Meeting or any adjournments thereof may also be acted upon. The Board of Directors is not aware of any other business to come before the Annual Meeting.

The Board of Directors of the Company has determined that the matters to be considered at the Annual Meeting, described in this Notice of Annual Meeting and the accompanying Proxy Statement, are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each of its nominees, a vote “FOR” the ratification of Crowe LLP as independent auditors, and a vote “FOR” the non-binding resolution to approve our executive compensation.

Any action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned. Pursuant to the Company’s bylaws, the Board of Directors has fixed the close of business on August 19, 2024 as the record date for determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

It is important that your shares be represented and voted at the Annual Meeting. Stockholders whose shares are held in registered form have a choice of voting by proxy card, telephone or the Internet, as described on your proxy card. Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. Any stockholder of record attending the virtual Annual Meeting may withdraw his or her proxy and vote personally on any matter properly brought before the Annual Meeting. If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to vote at the virtual Annual Meeting.


			BY ORDER OF THE BOARD OF DIRECTORS
			/s/ Gail Corrigan
			Gail Corrigan Corporate Secretary

Fairfield, New Jersey

September 6, 2024


Important Notice Regarding Internet Availability of Proxy Materials For the Stockholder Meeting to be Held on October 17, 2024 The Proxy Statement and Annual Report to Stockholders are available at www.edocumentview.com/KRNY (or through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com)


	Kearny Financial Corp.

	Proxy Statement

	Table of Contents

The Annual Meeting		Page 1
Security Ownership of Certain Beneficial Owners and Management		Page 7
Proposal I – Election of Directors		Page 9
Corporate Governance Matters		Page 20
Compensation Discussion and Analysis (“CD&A”)		Page 26
Compensation Committee Report		Page 37
Executive Compensation		Page 38
CEO Pay Ratio		Page 50
Pay versus Performance		Page 51
Director Compensation		Page 54
Proposal II – Ratification of Appointment of Independent Auditor		Page 56
Proposal III – Advisory Vote on Executive Compensation		Page 58
Stockholder Communications to the Board and Stockholder Proposals		Page 59

KEARNY FINANCIAL CORP.

PROXY STATEMENT

FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on October 17, 2024

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 2024 Annual Meeting of Stockholders, to be held on Thursday, October 17, 2024 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 6, 2024.

The Annual Meeting


Date, Time and Place						The Annual Meeting will be held on Thursday, October 17, 2024 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/MFT6DK5.

Record Date						August 19, 2024

Shares Entitled to Vote						64,579,683 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 four directors; 2) the ratification of Crowe LLP (“Crowe”) as our independent registered public accounting firm for the year ending June 30, 2025; 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 resolution with respect to executive compensation as described in this Proxy Statement and the ratification of Crowe as our independent registered public accounting firm, is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.”

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 1


Your Board of Directors Recommends You Vote in Favor of the Proposals						Your Board of Directors unanimously recommends that stockholders vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” the ratification of Crowe as our independent registered public accounting firm for the year ending June 30, 2025, and “FOR” approval of an advisory, non-binding resolution, with respect to executive compensation as described in this Proxy Statement.

Kearny Financial						Kearny Financial is the holding company for Kearny Bank, an FDIC-insured, New Jersey stock savings bank. Kearny Financial had approximately $7.7 billion in total assets at June 30, 2024, and currently operates 43 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. Kearny Financial’s executive offices are located at 120 Passaic Avenue, Fairfield, New Jersey 07004, and its telephone number is (973) 244-4500.

Who Can Vote at the Annual Meeting

The Board of Directors has fixed August 19, 2024 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Kearny Financial common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting. On August 19, 2024, 64,579,683 shares of Kearny Financial common stock were outstanding and held by 4,040 registered holders of record. Certain shares of the Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. The presence, by attendance at the virtual Annual Meeting or by properly executed proxy, of the holders of a majority of the outstanding shares of Kearny Financial common stock is necessary to constitute a quorum at the Annual Meeting.

How Many Votes You Have

Each holder of shares of Kearny Financial common stock outstanding on August 19, 2024 will be entitled to one vote for each share held of record. However, Kearny Financial’s articles of incorporation provide that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of common stock of Kearny Financial are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity.

Matters to Be Considered

The purpose of the Annual Meeting is to: 1) elect four directors; 2) ratify the appointment of Crowe as our independent registered public accounting firm for the year ending June 30, 2025; and 3) approve a resolution to approve our executive compensation as described in this Proxy Statement.

You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. We may adjourn or postpone the Annual Meeting for the purpose, among others, of allowing additional time to solicit proxies. The Board of Directors is not aware of any other business to come before the Annual Meeting.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 2

How to Vote

We are making our proxy materials available to our stockholders on the Internet. You may read, print and download our 2024 Annual Report to Stockholders and our Proxy Statement at www.edocumentview.com/KRNY (or through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com). On or about September 6, 2024, we mailed a Notice to Stockholders containing instructions on how to access our proxy materials and vote online. On an ongoing basis, stockholders may request to receive proxy materials in printed form by mail or electronically by email.

You may vote your shares by Internet, telephone, regular mail or at the virtual Annual Meeting. Each of these voting options is described on your proxy card or Notice. You should complete and return your proxy card, or vote using the Internet or telephone voting options, in order to ensure that your vote is counted at the Annual Meeting, or at any adjournment of the Annual Meeting, regardless of whether you plan to attend the virtual Annual Meeting. If you return an executed proxy card without marking your instructions, your executed proxy card will be voted “FOR” the election of the four director nominees named in this Proxy Statement, “FOR” the ratification of the appointment of Crowe as our independent registered public accounting firm for the fiscal year ending June 30, 2025, and “FOR” the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement.

Registered stockholders can vote online by visiting www.envisionreports.com/KRNY and following the on-screen instructions. The Notice previously provided to you contains the necessary codes required to vote online or by telephone. If you wish to vote by telephone, please call 1-800-652-8683 using a touch-tone phone and follow the prompted instructions. You may also vote by mail by requesting a paper proxy card using the instructions provided in the Notice. Finally, you may vote during the virtual Annual Meeting.

If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to vote during the virtual Annual Meeting. If you want to vote your shares of Kearny Financial common stock that are held in street name during the virtual Annual Meeting, please see the instructions below detailing how you may register to attend and participate in the virtual Annual Meeting.

The Board of Directors is currently unaware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies on the proxy card in their best judgment.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 3

How to Attend the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MFT6DK5. You also will be able to vote your shares online at the virtual Annual Meeting.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you can access the virtual meeting as a guest, or if you would like to vote or ask a question at the virtual Annual Meeting, you must register in advance using the instructions below.

The virtual Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this Proxy Statement.

How to Register to Attend the Virtual Annual Meeting

All stockholders can listen to the virtual Annual Meeting by signing onto the virtual Annual Meeting as a guest. However, if you wish to participate in the virtual Annual Meeting, you must sign on as a stockholder.

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual Annual Meeting. Please follow the instructions on the proxy card, Notice or proxy material notification email that you received.

If you hold your shares through an intermediary, such as a bank or broker (a “Beneficial Holder”), and want to attend the virtual Annual Meeting (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

(1)submit proof of your proxy power (legal proxy) from your bank or broker reflecting your Company holdings along with your name and email address to Computershare by email to: legalproxy@computershare.com, or by mail:

Computershare
Kearny Financial Corp. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on October 10, 2024.

You will receive a confirmation of your registration by email after your registration materials have been received.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 4

(2)For the 2024 proxy season, an industry solution allows Beneficial Holders to register online for the virtual Annual Meeting to attend, ask questions and vote. We expect that the vast majority of Beneficial Holders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to Beneficial Holders only. There is no guarantee this option will be available for every type of Beneficial Holder voting control number. The inability to provide this option to any or all Beneficial Holders will in no way impact the validity of the virtual Annual Meeting. Beneficial Holders may choose to register in advance, as described above, if they prefer to use this traditional, paper-based option.

In any event, please go to https://meetnow.global/MFT6DK5 for more information on the available options and registration instructions.

The virtual Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for check in.

Participants in Employee Stock Plans and Holders of Non-Vested Restricted Stock Awards

If you are a participant in the Kearny Bank Employee Stock Ownership Plan (the “ESOP”), hold Kearny Financial common stock through the Kearny Bank Employees’ Savings Plan (the “401(k) Plan”), or hold non-vested restricted stock awards under the 2016 Equity Incentive Plan, you will receive a voting instruction form so that you may vote the shares under these plans and awards. Under the terms of the plans, you are entitled to direct the trustees how to vote the shares of Kearny Financial common stock credited to your account in the ESOP and 401(k) Plan and you are entitled to vote any non-vested restricted stock awards. The 401(k) Plan trustee and ESOP trustee, as applicable, will vote all shares for which it does not receive timely instructions from participants in the same proportion as shares for which each, as applicable, received voting instructions, and the unallocated ESOP shares will also be voted in the same proportion as shares for which the ESOP trustee received voting instructions. It is important that you direct the trustee how to vote your shares to allow sufficient time for voting by the trustees, your voting instructions must be received by October 10, 2024.

Quorum and Vote Required

The presence, by attendance at the virtual Annual Meeting or by properly executed proxy, of the holders of a majority of the outstanding shares of Kearny Financial common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted solely for the purpose of determining whether a quorum is present. A proxy submitted by a broker that is not voted is sometimes referred to as a broker non-vote.

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 ratification of the appointment of Crowe as the independent registered public accounting firm and the advisory vote to approve our executive compensation as described in this Proxy Statement is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “Abstain.”

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 5

Revocability of Proxies

You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:

•submitting written notice of revocation to the Corporate Secretary of Kearny Financial prior to the voting of such proxy;

•submitting a properly executed proxy bearing a later date;

•using the Internet or telephone voting options explained on the proxy card; or

•voting during the virtual Annual Meeting; however, simply attending the virtual Annual Meeting without voting will not revoke an earlier proxy.

Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:

Kearny Financial Corp.

120 Passaic Avenue

Fairfield, New Jersey 07004

Attention: Gail Corrigan, Corporate Secretary

If your shares are held in street name, you should follow your broker’s instructions regarding the revocation of proxies.

Solicitation of Proxies

Kearny Financial will bear the entire cost of soliciting proxies from you. In addition to the solicitation of proxies by mail, Kearny Financial will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Kearny Financial common stock and secure their voting instructions. Laurel Hill Advisory Group, LLC will assist us in soliciting proxies, and we have agreed to pay them a fee of $7,500 plus reasonable expenses for their services. If necessary, Kearny Financial may also use several of its regular employees, who will not be specially compensated, to solicit proxies from stockholders. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

Recommendation of the Board of Directors

Your Board of Directors unanimously recommends that you vote “FOR” each of the nominees for director listed in this Proxy Statement, “FOR” the ratification of Crowe as our independent registered public accounting firm for the year ending June 30, 2025, and “FOR” approval on an advisory basis of executive compensation as described in this Proxy Statement.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 6

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of August 19, 2024, 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 19, 2024 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	7,143,251(2)	11.06%
T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21201	6,452,596(3)	9.99%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	5,656,240(4)	8.76%
Kearny Bank ESOP Trust c/o Pentegra Services, Inc. 2 Enterprise Dr., Suite 408 Shelton, CT 06484	4,771,694(5)	7.39%
Dimensional Fund Advisors LP 6300 Bee Cave Road Building One Austin, TX 78746	4,533,261(6)	7.02%
Renaissance Technologies Holding Corporation 800 Third Avenue New York, NY 10022	3,286,513(4)	5.09%

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 7

Directors and Nominees:

Theodore J. Aanensen

246,677(7)

Raymond E. Chandonnet

155,848(8)

Curtland E. Fields

21,900

John N. Hopkins

615,504(9)

Catherine A. Lawton

135,000(10)

John J. Mazur, Jr.

323,600(11)

Joseph P. Mazza

305,548(12)

John F. McGovern

400,000(13)

Craig L. Montanaro

1,022,456(14)

1.57%

Leopold W. Montanaro

355,227(15)

Christopher Petermann

156,339(16)

Charles J. Pivirotto

65,528(17)

John F. Regan

216,521(18)

Melvina Wong-Zaza

22,535

Named Executive Officers:

Keith Suchodolski

280,890(19)

Patrick M. Joyce

299,686(20)

Thomas D. DeMedici

284,301(21)

Anthony V. Bilotta, Jr.

194,733(22)

All directors and executive officers as a group (22 persons)

5,724,082

8.56%

______________________

* Less than 1%.

(1) Based on 64,579,683 shares of Kearny Financial common stock outstanding and entitled to vote as of August 19, 2024.

(2) Based on Schedule 13G/A filed on August 7, 2024.

(3) Based on Schedule 13G filed on February 14, 2024.

(4) Based on Schedule 13G/A filed on February 13, 2024.

(5) Based on Schedule 13G/A filed on February 6, 2024.

(6) Based on Schedule 13G/A filed on February 9, 2024.

(7) Includes options to acquire 100,000 shares, 11,529 shares held by Mr. Aanensen’s spouse (49 shares of which are held in the spouse’s deposit reinvestment account) and 1,000 shares held in trust for Mr. Aanensen’s grandchild.

(8) Includes options to acquire 100,000 shares.

(9) Includes options to acquire 100,000 shares and 13,804 shares held by Mr. Hopkins’ spouse.

(10) Includes options to acquire 75,000 shares.

(11) Includes options to acquire 100,000 shares and 2,541 shares held by Mr. Mazur’s spouse.

(12) Includes options to acquire 100,000 shares.

(13) Includes options to acquire 100,000 shares.

(14) Includes options to acquire 540,000 shares, 133,545 shares held in the 401(k) Plan for the benefit of Mr. Montanaro, 59,551 shares held in the ESOP, 22,191 shares held in the Benefits Equalization Plan (the “BEP”) and 4,417 shares held by Mr. Montanaro’s child. 8,748 of the shares held by Mr. Montanaro have been pledged as collateral for a loan.

(15) Includes options to acquire 100,000 shares.

(16) Includes options to acquire 100,000 shares and 200 shares held by Mr. Petermann’s child.

(17) Includes 5,955 shares held in a 401(k) Plan for the benefit of Mr. Pivirotto.

(18) Includes options to acquire 100,000 shares.

(19) Includes options to acquire 156,902 shares, 12,816 shares held in the 401(k) Plan for the benefit of Mr. Suchodolski, 17,773 shares held in the ESOP and 1,346 shares held in the BEP.

(20) Includes options to acquire 150,000 shares, 31,290 shares held in the 401(k) Plan for the benefit of Mr. Joyce, 61,681 shares held in the ESOP and 2,093 shares held in the BEP.

(21) Includes options to acquire 150,000 shares, 39,658 shares held in the 401(k) Plan for the benefit of Mr. DeMedici, 23,307 shares held in the ESOP and 722 shares held in the BEP.

(22) Includes options to acquire 100,000 shares, 118 shares held in the 401(k) Plan for the benefit of Mr. Bilotta, 8,531 shares held in the ESOP and 278 shares held in the BEP.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 8

PROPOSAL I – ELECTION OF DIRECTORS

Kearny Financial’s Board of Directors currently consists of 14 members and is divided into three classes, with one class of directors elected each year. Each member of the Board of Directors also serves as a director of Kearny Bank.

Four 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 N. Hopkins, Catherine A. Lawton, Craig L. Montanaro and Leopold W. Montanaro for election as directors, each of whom has agreed to serve if so elected. All will serve until their respective successors have been elected and qualified. Each of the nominees is a current member of the Kearny Financial Board of Directors and each was previously elected by stockholders.

Except 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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 9

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.


Name and Position with Company	Age as of June 30, 2024	Year First Elected or Appointed	Current Term to Expire

BOARD NOMINEES FOR TERM TO EXPIRE IN 2024
John N. Hopkins Director	77	2002	2024
Catherine A. Lawton Director	67	2018	2024
Craig L. Montanaro President and Chief Executive Officer, Director	57	2010	2024
Leopold W. Montanaro Director	84	2003	2024
DIRECTORS CONTINUING IN OFFICE
John J. Mazur, Jr. Chairman of the Board, Director	70	1996	2025
Raymond E. Chandonnet Director	58	2015	2025
John F. McGovern Director	63	1999	2025
Christopher Petermann Director	65	2015	2025
Melvina Wong-Zaza Director	59	2023	2025
Theodore J. Aanensen Director	79	1986	2026
Curtland E. Fields Director	72	2023	2026
Joseph P. Mazza Director	80	1993	2026
Charles J. Pivirotto Director	70	2018	2026
John F. Regan Director	79	1999	2026

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 10

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS


Name and Position with Company	Age as of June 30, 2024	Year First Appointed

Keith Suchodolski Senior Executive Vice President, Chief Operating Officer	44	2018
Sean Byrnes Executive Vice President, Chief Financial Officer	47	2024
Patrick M. Joyce Executive Vice President, Chief Lending Officer	59	2002
Erika K. Parisi Executive Vice President, Chief Administrative Officer	59	2002
Thomas D. DeMedici Executive Vice President, Chief Credit Officer	63	2017
Anthony V. Bilotta, Jr. Executive Vice President, Chief Banking Officer	63	2018
John V. Dunne Executive Vice President, Chief Risk Officer	73	2019
Timothy A. Swansson Executive Vice President, Chief Technology & Innovation Officer	47	2019

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.

Nominees for Director

John N. Hopkins was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 2002. His career at Kearny Bank began in 1975 where he held various positions until his retirement in March 2011 as Chief Executive Officer. Prior to that time, he served as President and Chief Executive Officer. He previously held the roles of Executive Vice President from 1994 to 2002 and as Chief Financial Officer from 1994 to 1999. Active in professional and charitable organizations, he served on several committees of the New Jersey Bankers Association and on the Board of Directors of TICIC, Inc., a consortium that provides long-term financing for affordable and senior housing in New Jersey. He also served as Chairman of the Board of Trustees of Clara Maass Medical Center, Director Emeritus of the Rutherford Senior Citizens Center, Chairman of the Board of Trustees of West Hudson Hospital in Kearny and was a member of the Board of Trustees of the St. Barnabas Healthcare System (now RWJ Barnabas Health). He is a graduate of Fairleigh Dickinson University.

Mr. Hopkins’ many years of service in the operations of Kearny Bank and his past duties as Chief Executive Officer of Kearny Financial and Kearny Bank bring an extensive knowledge of the financial, economic and regulatory challenges we face which makes him well suited to counsel the Board on these matters.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 11

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, New Jersey Bankers Business Services and New Jersey Bankers where he serves as 1st Vice Chair. He is a graduate of Syracuse University earning a Bachelor’s Degree in finance and marketing and in 2000 received his MBA from Fairfield University. He also received a Graduate Degree in banking from the National School of Banking at Fairfield University. Craig L. Montanaro is the son of Director Leopold W. Montanaro.

In addition to his wide range of management experience and leadership skills, Mr. Montanaro’s strong economic background and his knowledge and understanding of the financial, economic, social and regulatory environments make him a valuable asset to the Board of Directors.

Leopold W. Montanaro was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 2003. He also serves as a director of the KearnyBank Foundation. Mr. Montanaro is retired and was the Chairman, President and Chief Executive Officer of West Essex Bancorp, Inc. and West Essex Bank where he was employed since 1972 until that bank was acquired by Kearny Financial in 2003. He also served in the U.S. Naval Submarine Service. Mr. Montanaro is the father of Craig L. Montanaro, President and Chief Executive Officer of Kearny 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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 12

Continuing Directors with Terms to Expire in 2025

John J. Mazur, Jr. was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 1996 and was appointed Chairman of the Board of Directors of Kearny Financial and Kearny Bank in 2004. He currently serves on the Board of the Meadowlands Chamber of Commerce as well as the Board of Regents at Felician University. 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 Master’s Degree in finance from Bentley College Graduate School of Business in Waltham, MA, a Bachelor’s Degree in Computer Science from Merrimack College in North Andover, MA and is currently pursuing a Master’s Degree in Data 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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 13

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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 14

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, a foundation serving children and their families in New Jersey and Vermont. Mr. Fields has also been a Trustee of the Fund since 1997, and he was appointed President and Chief Executive Officer of the Fund in 2005 after a distinguished career with AT&T. Mr. Fields served as President of the $4 billion Consumer Services Division at AT&T and prior to that as President of AT&T’s largest operating region in the Midwest. His experience at AT&T included assignments of increasing responsibility in finance, operations and marketing and included key assignments in the Office of the Chairman. Mr. Fields holds an undergraduate degree in architecture and engineering, with high honors, from Princeton University. He also holds a master’s in business administration, in finance and marketing, with honors, from the Wharton School at the University of Pennsylvania.

Mr. Fields’ background brings a strong understanding of financial environments, business management skills and experience in community endeavors which makes him a valuable addition to the Board.

Joseph P. Mazza was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 1993. He was the sole owner of a dental practice in Rutherford, New Jersey from 1971 to 2021. Dr. Mazza also serves on the Delta Dental of New Jersey, Inc. Board of Trustees, where he served as Chairman of the Audit Committee and currently serves as Chairman of the Strategy Committee. In 2019, he was elected to the Board of Directors of Flagship Health Systems, Inc. He is also on the Board of Directors of the Rutherford Senior Citizens Center (55 Kip), a regional senior center. He served in the U.S. Army from 1969 to 1971, both in the U.S. and abroad, and then continued to serve in the U.S. Army Reserves as a Lieutenant Colonel through 1993. Dr. Mazza is a graduate of Seton Hall University and the University of Pennsylvania.

Dr. Mazza brings to the Board strong leadership and business management skills along with valuable experience relating to governance and ethical issues.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 15

Charles J. Pivirotto was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 2018. Mr. Pivirotto served on the Board of Clifton Bancorp Inc. and Clifton Savings Bank and was the Audit Committee Chairman from February 2007 until the bank was acquired by Kearny Financial in 2018. Mr. Pivirotto is a Certified Public Accountant (“CPA”) and was formerly the managing shareholder of Pivirotto & Company, CPA’s, PA, and he is currently a partner at Geltrude & Company, LLC. Mr. Pivirotto has been awarded a Certificate of Educational Achievement by the American Institute of CPA’s Continuing Professional Education Division for “Tax Planning and Advising for Closely Held Businesses.” He is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. Mr. Pivirotto is a graduate of William Paterson University.

Mr. Pivirotto’s extensive expertise in financial reporting, accounting and tax matters and regulatory and compliance issues provides the Board with broad and valuable risk assessment, financial reporting, internal control and business management insight.

John F. Regan was appointed to serve on the Board of Directors of Kearny Financial and the Board of Directors of Kearny Bank in 1999. Now retired, he was the majority shareholder and President of two automobile sales and service companies, DeMassi Pontiac, Buick and GMC, located in Riverdale, New Jersey and Regan Pontiac, Buick and GMC, located in Long Island City, New York since 1995. Both companies closed in 2009.

Mr. Regan’s involvement in our local community brings knowledge of the local economy and business opportunities to Kearny Bank. His solid leadership and business management skills, as well as a depth of knowledge in the areas of operational efficiency and effectiveness, are valuable assets to the Board.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 16

Board of Directors Composition

The Board of Directors regularly reviews the skills and characteristics required of directors to help ensure a qualified Board. The table below summarizes certain knowledge, skills and experience that our directors bring to the Board to enable effective oversight and is not an exhaustive list of each director’s strengths or contributions to the Board. The degree of knowledge, skills and experience may vary among Board members.


Knowledge, Skills & Experience			# of Board Members
Audit and/or Compliance			11
Financial			14
Commercial Real Estate			12
Environmental, Social and Governance			9
Industry Knowledge			13
Leadership			14
Risk Management			13
Strategic Planning			14
Technology and/or Cyber Matters			7

The Board of Directors is committed to the principles of diversity and understands the value that diverse perspectives bring to our Board and its governance process. In furtherance of this commitment, the Company has prioritized the identification of a diverse pool of candidates when selecting new director nominees. The Company will continue to actively pursue candidates that can bring a diverse set of perspectives to the Board when considering new director nominees. The onboarding of new directors with varied skill sets and backgrounds continues to be an important component of the Board’s succession planning.


Board Diversity Matrix
	As of September 6, 2024				As of September 15, 2023
Total Number of Directors	14				14
	Female	Male	Non-Binary	Did Not Disclose Gender	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	12	0	0	2	12	0	0
Part II: Demographic Background
African American or Black	0	1	0	0	0	1	0	0
Alaskan Native or Native American	0	0	0	0	0	0	0	0
Asian	1	0	0	0	1	0	0	0
Hispanic or Latino	0	0	0	0	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0	0	0	0	0
White	1	11	0	0	1	11	0	0
Two or More Races or Ethnicities	0	0	0	0	0	0	0	0
LGBTQ+	0				0
Did Not Disclose Demographic Background	0				0

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 17

Business Experience and Qualifications of Executive Officers Who Are Not Directors

The business experience for the past five years of each of our executive officers who are not directors is set forth below. Unless otherwise indicated, the executive officer has held his or her position for the past five years.

Keith Suchodolski was appointed Senior Executive Vice President and Chief Operating Officer of Kearny Financial and Kearny Bank in July 2024. In this role, he is responsible for strategic oversight of retail & business banking, human resources, marketing, corporate finance and corporate administration. Mr. Suchodolski previously served as Chief Financial Officer of Kearny Financial and Kearny Bank since July 2018, Senior Vice President and Chief Accounting Officer since March 2018, Senior Vice President and Controller since June 2014 and First Vice President and Controller since January 2013. He has been employed in the banking industry since 2001 and, prior to his employment with the Company, served in various accounting and finance roles within financial institutions in the Mid-Atlantic region. Mr. Suchodolski holds a Master of Business Administration degree, with a specialization in Finance, from Fairleigh Dickinson University, a Bachelor of Science degree from Ramapo College of New Jersey and a post-graduate certificate in Advanced Accounting from the University of Maryland.

Sean Byrnes was appointed Executive Vice President and Chief Financial Officer of Kearny Financial and Kearny Bank in July 2024 after serving as Executive Vice President and Deputy Chief Financial Officer since July 2023. He previously served as Senior Vice President and Chief Accounting Officer of Kearny Bank since 2020. Prior to joining Kearny Bank, Mr. Byrnes held senior financial roles at Amboy Bank, Cantor Commercial Real Estate and Prudential Financial. Mr. Byrnes holds a Master of Business Administration degree from Pace University and a Bachelor of Science degree from Ithaca College. In addition, he is a Certified Public Accountant registered in the State of New Jersey and holds the Chartered Financial Analyst (CFA) designation.

Patrick M. Joyce was appointed Executive Vice President and Chief Lending Officer of Kearny Financial and Kearny Bank in April 2014, having previously served as Senior Vice President and Chief Lending Officer of Kearny Bank since 2002 and as Vice President of Loan Originations from 1999 to 2002. He was formerly employed by South Bergen Saving Bank where he served as Assistant Corporate Secretary and as a Loan Originator and joined Kearny Bank when South Bergen Savings Bank was acquired by Kearny Bank in 1999. He joined South Bergen Savings Bank in 1985.

Thomas D. DeMedici was appointed Executive Vice President and Chief Credit Officer of Kearny Financial and Kearny Bank in June 2017, having previously served as Senior Vice President and Chief Credit Officer of Kearny Bank since September 2010. He is a seasoned banking professional with over 35 years of banking and lending experience. During his career, Mr. DeMedici has held previous executive officer positions at other banking institutions including President and Chief Operating Officer and Executive Vice President/Chief Lending Officer.

Anthony V. Bilotta, Jr. was appointed Executive Vice President and Chief Banking Officer of Kearny Financial in July 2022, having previously served as Executive Vice President and Chief Banking Officer of Kearny Bank since June 2018. He is an experienced banker with more than 40 years of banking experience. Mr. Bilotta previously held the role of Executive Vice President and Director of Retail Banking at Peapack Gladstone Bank where he was responsible for all aspects of retail banking, sales development, corporate marketing, business development, treasury management and government banking from 2013 until his appointment as an executive officer of Kearny Bank. Prior to Peapack Gladstone Bank, Mr. Bilotta held executive positions at a variety of financial institutions.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 18

John V. Dunne was appointed Executive Vice President and Chief Risk Officer of Kearny Financial and Kearny Bank in July 2019. He previously served as Senior Vice President and Chief Risk Officer since March 2016. Mr. Dunne has over 40 years of experience in banking, primarily in management positions regarding internal audit and risk management. Prior to joining Kearny Bank, Mr. Dunne served as Director of Regulatory Management at Credit Agricole Indosuez, Director of Risk Management at Dime Bank and Chief Risk Officer at Alma Bank. His past responsibilities included risk management, internal audit, compliance and information security matters. Mr. Dunne holds an MBA in Finance from Pace University.

Erika K. Parisi was appointed Executive Vice President and Chief Administrative Officer of Kearny Financial and Kearny Bank in July 2019, having previously served as Executive Vice President and Director of Customer Relationship Management Analytics of Kearny Bank since June 2016. She has also served as Executive Vice President and Branch Administrator of Kearny Bank since April 2014, as Senior Vice President and Branch Administrator of Kearny Bank since 2002 and Vice President and Branch Administrator from 1999 to 2002. She was formerly employed by South Bergen Savings Bank as Vice President/Branch Administrator and joined Kearny Bank when South Bergen Savings Bank was acquired by Kearny Bank in 1999. She joined South Bergen Savings Bank in 1991. Ms. Parisi holds a Bachelor of Science degree, majoring in accounting, from the State University of New York at Albany.

Timothy A. Swansson was appointed Executive Vice President and Chief Technology and Innovation Officer of Kearny Financial and Kearny Bank in July 2019. He previously served as Senior Vice President and Chief Technology and Innovation Officer of Kearny Bank since 2017 and had also served as Senior Vice President and Chief Technology Officer; Senior Vice President and Director of Information Technology; and 1st Vice President and Director of Information Technology. He was formerly employed by a technology service provider and had been working directly with Kearny Bank since 2003 until he was appointed an officer of Kearny Bank in 2008.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 19

Corporate Governance Matters

Corporate Governance Highlights


•Separation of Board Chair and CEO •No directors currently serve on other public company boards •Shareholder right to call special meetings •Annual Board and committee self-evaluations •Annual review of CEO succession plan by the independent directors with the CEO •Executive and director stock ownership requirements			•Creation of an ESG Committee to reflect the importance of environmental, social and corporate governance matters at the Bank and Company •All directors attended greater than 75% of all fiscal 2024 Board and committee meetings that they were eligible to attend •Ongoing director training and education •Annual Say-on-Pay voting •Compensation recoupment “clawback” policy

Board Independence

The Board of Directors determines the independence of each director and director nominee in accordance with Nasdaq Stock Market rules, which include all elements of independence as set forth in the listing requirements for Nasdaq securities. The Board of Directors has determined that Messrs. Aanensen, Chandonnet, Fields, Hopkins, Mazur, Mazza, McGovern, Petermann, Pivirotto, Regan and Mses. Lawton and Wong-Zaza are “independent” within the meaning of such standards. In determining the independence of our directors and director nominees, the Board of Directors considered certain transactions, relationships and arrangements between the Company and its directors and director nominees that are not required to be disclosed in this Proxy Statement under the heading “Transactions With Certain Related Persons.”

Code of Ethics

The Company has adopted a Code of Ethics that reflects current circumstances and Securities and Exchange Commission and Nasdaq definitions for such codes. The code of business conduct and ethics covers the Company, Kearny Bank and other subsidiaries. Among other things, the code of business conduct and ethics includes provisions regarding honest and ethical conduct, conflicts of interest, full and fair disclosure, compliance with law, and reporting of and sanctions for violations. The code applies to all directors, officers and employees of the Company and subsidiaries. A copy of the Code of Ethics (referred to as Conflicts of Interest & Code of Conduct) may be viewed through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. As further matters are documented, or if those documents (including the Code of Ethics) are changed, waivers from the code of business conduct and ethics are granted, or new procedures are adopted, those new documents, changes and/or waivers will be posted on the website.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 20

Transactions With Certain Related Persons

Since the beginning of the last fiscal year, no directors, executive officers or their immediate family members have had a direct or indirect material interest in any transactions in which we or any subsidiary were a participant involving an amount in excess of $120,000 (other than loans from Kearny Bank).

Kearny Bank makes loans to its executive officers and directors in the ordinary course of business. Kearny Bank has adopted written policies governing these loans. In accordance with federal regulations, all such loans or extensions of credit were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to Kearny Bank and did not involve more than the normal risk of collectability or present other unfavorable features. All such loans are approved in advance by the Board of Directors with any interested director abstaining. Loans to insiders are monitored on a monthly basis to ensure continued compliance with Kearny Bank’s lending policies.

The Nominating and Corporate Governance Committee is responsible for reviewing transactions with directors, executive officers and their family members, for the purpose of determining whether the transactions are in compliance with our policies and should be ratified and approved.

Board Leadership Structure and Role in Risk Management

Under the Board of Directors’ current leadership structure, the offices of Chairman of the Board and Chief Executive Officer are held by separate individuals. John J. Mazur, Jr. serves as Chairman of the Board of Directors. Mr. Mazur is an independent director and does not serve in any executive capacity with the Company. The Company’s Chief Executive Officer is Craig L. Montanaro. Although the offices of Chairman of the Board and Chief Executive Officer are currently held by separate individuals, the Board of Directors has not made a determination that this is the appropriate leadership structure for the Board of Directors in all circumstances and reserves the right to combine these offices in the future if deemed appropriate under the circumstances.

The Board of Directors has general authority over the Company’s risk oversight function, with authority delegated to the Enterprise Risk Management Committee to review risk management policies and practices in specific areas of the Company’s business. The Audit & Compliance Committee is primarily responsible for providing oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations. The Audit & Compliance Committee works closely with officers involved in the risk management function and the internal audit staff who report directly to the Audit & Compliance Committee.

Operation of the Board of Directors

During the year ended June 30, 2024, the Board of Directors of Kearny Financial held 17 meetings. During this period, no director attended fewer than 75% of the total meetings of the Board of Directors and committees on which he or she served during the period for which he or she had been a director. The Board of Directors maintains an Audit & Compliance Committee, an Environmental, Social and Governance (“ESG”) Committee, an Executive Committee, an Interest Rate Risk Management Committee, an Asset Quality Committee, an Enterprise Risk Management Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. There were two executive sessions of the Board of Directors held during the year ended June 30, 2024.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 21

Environmental Social and Governance Committee. This committee consists of Directors Petermann (Chair), Lawton, Mazur and Montanaro (Craig). Under its charter, the responsibilities of this committee include primary oversight of all ESG matters and reviewing ESG-related strategies, initiatives, policies and risk management. This committee meets as needed and met three times during the year ended June 30, 2024.

The Board of Directors recognizes the importance of focusing on long-term financial sustainability and the prudent management of ESG factors and believes that a thoughtful, coordinated approach to ESG will support a more sustainable future for our stakeholders. The Company's ESG strategy will advance alongside the focus and scale of our business, referencing the evolving ESG principles for our industry. For further details, please refer to the Company's ESG report, which may be viewed through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com.

Enterprise Risk Management Committee. This committee consists of Directors Lawton (Chair), Chandonnet, Fields, Hopkins, McGovern, Montanaro (Leopold) and Regan. The responsibilities of this committee encompass determining the Company’s appropriate level of risk and strategy, monitoring management’s implementation thereof, identifying and managing multiple and cross-enterprise operational and strategic risks and monitoring the Company’s overall risk position. This committee is scheduled to meet quarterly and as needed and met five times during the year ended June 30, 2024.

Compensation Committee. This committee consists of Directors Aanensen (Chair), Petermann, Regan and Wong-Zaza. Each member of the Compensation Committee is independent in accordance with the current listing standards of The Nasdaq Stock Market, including the enhanced independent requirements for compensation committee members of listed companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Board of Directors has adopted a written charter for the Compensation Committee which is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. The responsibilities of this committee include appraisal of the performance of executive officers, administration of management compensation plans and review of directors’ compensation. This committee reviews industry compensation surveys and reviews the recommendations of management on employee compensation matters. This committee meets as needed and met seven times during the year ended June 30, 2024.

Audit & Compliance Committee. This committee consists of Directors McGovern (Chair), Mazur, Mazza and Petermann. Each member of the Audit & Compliance Committee is independent in accordance with the listing standards of The Nasdaq Stock Market, including those standards specifically applicable to audit committee members. The Board of Directors has determined that John F. McGovern and Christopher Petermann are audit committee financial experts within the meaning of the rules of the Securities and Exchange Commission. This committee’s responsibilities include oversight of the internal audit and regulatory compliance activities and monitoring management and employee compliance with the Board of Directors’ audit policies and applicable laws and regulations. This committee is directly responsible for the appointment, compensation, retention and oversight of the work of the external auditors. The Board of Directors has adopted a written charter for the Audit & Compliance Committee, which governs its composition, responsibilities and operation. A copy of this charter is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. This committee meets monthly and also periodically with the internal auditor, the compliance officer and the external auditors and met 18 times during the year ended June 30, 2024.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 22

Audit & Compliance Committee Report. For the fiscal year ended June 30, 2024, the Audit & Compliance Committee: (i) reviewed and discussed the Company’s audited financial statements with management; (ii) discussed with the Company’s independent auditor for the fiscal year ended June 30, 2024, Crowe, all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and (iii) received from Crowe written disclosures and the letter concerning the firm’s independence with respect to the Company, as required by the applicable requirements of the Public Company Accounting Oversight Board. Based on the foregoing review and discussions, the Audit & Compliance Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for filing with the Securities and Exchange Commission.

This Audit & Compliance Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Kearny Financial specifically incorporates this information by reference, and shall not otherwise be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission under such Acts.

Audit & Compliance Committee: John F. McGovern (Chair)

John J. Mazur, Jr.

Joseph P. Mazza

Christopher Petermann

Nominating and Corporate Governance Committee. This committee consists of Directors Mazur (Chair), Aanensen, McGovern, Petermann and Regan and is responsible for, among other things, the annual selection of nominees for election as directors. Each member of the Nominating and Corporate Governance Committee is independent in accordance with the listing standards of The Nasdaq Stock Market. This committee operates under a written charter, which governs its composition, responsibilities and operations. A copy of this charter is available through the Investor Relations link located at the bottom of the page of our website at www.kearnybank.com. The committee meets as needed and met two times during the year ended June 30, 2024.

The charter states that in evaluating candidates for nomination, the Nominating and Corporate Governance Committee will consider, among other things, the candidates’ knowledge (including relevant industry knowledge), understanding of the Company’s business, experience, skills, substantive areas of expertise, financial literacy, innovative thinking, business judgment, achievements, independence, personal and professional integrity, character, reputation, ability to represent the interests of all stockholders, time availability in light of other commitments, dedication, absence of conflicts of interest, diversity and other factors required to be considered under applicable laws, rules or regulations or that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. The Nominating and Corporate Governance Committee considers diversity in market knowledge, background, experience, qualifications and other factors as part of its evaluation of each candidate.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 23

The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The Nominating and Corporate Governance Committee’s process for identifying and evaluating potential nominees includes soliciting recommendations from directors and officers of the Company and Kearny Bank. Additionally, the Nominating and Corporate Governance Committee will consider persons recommended by stockholders of the Company in selecting the individuals the Nominating and Corporate Governance Committee recommends to the Board of Directors for selection as the Board of Directors’ nominees. The Nominating and Corporate Governance Committee will evaluate persons recommended by directors or officers of the Company or Kearny Bank and persons recommended by stockholders in the same manner.

To be considered in the Nominating and Corporate Governance Committee’s selection of individuals the Nominating and Corporate Governance Committee recommends to the Board of Directors for selection as the Board of Directors’ nominees, recommendations from stockholders must be received by the Company in writing by at least 120 days prior to the date the proxy statement for the previous year’s annual meeting was first distributed to stockholders. Recommendations should identify the submitting stockholder, the person recommended for consideration and the reasons the submitting stockholder believes such person should be considered.

Management believes that it is in the best interest of Kearny Financial and its stockholders to provide sufficient time to enable management to disclose to stockholders information about a dissident slate of nominations for directors. This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations, should management determine that doing so is in the best interests of stockholders generally. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted. In certain instances, such provisions could make it more difficult to oppose management’s nominees or proposals, even if stockholders believe such nominees or proposals are in their best interests.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 24

Employee, Officer and Director Hedging

The Company has adopted an anti-hedging and anti-pledging policy, which prohibits directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock.

Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an executive officer or director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies.

The anti-hedging and anti-pledging policy also prohibits directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be granted, in the sole discretion of the Board of Directors or the Nominating and Corporate Governance Committee of the Board of Directors and may be based on any relevant factors, including the percentage of securities held by the individual that is currently pledged and the magnitude of aggregate pledged shares in relation to total shares outstanding, market value or trading volume. Other than 8,748 shares pledged by Craig L. Montanaro, no other shares are currently pledged by a director or executive officer. The shares referenced are unchanged from the prior fiscal year.

The Company does not have anti-hedging policies or procedures that are applicable to the Company’s employees who are not executive officers and as such, hedging transactions by non-executive employees are not prohibited.

The information provided under this Employee, Officer and Director Hedging section shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Kearny Financial specifically incorporates this information by reference.

Insider Trading Policy

We have adopted insider trading policies for directors, officers and employees of the Company that govern the purchase, sale and/or other dispositions of our common shares and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. The insider trading policy prohibits trading in Company securities when the director, executive or employee has material, non-public information about the Company.

In addition to the above restrictions, the insider trading policy requires that our Section 16 officers pre-clear every transaction involving Company securities with the Company's compliance officers. Pre-clearance obligations apply to all transactions in Company securities. Additionally, directors and certain officers are prohibited from trading in Company securities during certain blackout periods.

The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 25

Compensation Discussion and Analysis (“CD&A”)

This section discusses the Company’s executive compensation philosophy, guidelines and programs, and the material factors affecting the Company’s decisions regarding the compensation of its senior executives. This CD&A is presented to give our stockholders a clear and comprehensive picture of the Company’s executive compensation program, and its individual components. The Named Executive Officers (“NEOs”) for the fiscal year 2024 are:

•Craig L. Montanaro, President and Chief Executive Officer (“CEO”)

•Keith Suchodolski, Senior Executive Vice President and Chief Financial Officer (“CFO”)

•Patrick M. Joyce, Executive Vice President and Chief Lending Officer (“CLO”)

•Thomas D. DeMedici, Executive Vice President and Chief Credit Officer (“CCO”)

•Anthony V. Bilotta, Jr., Executive Vice President and Chief Banking Officer (“CBO”)

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 3% increases for the NEOs effective July 1, 2023.

•Executive Management Incentive Program: Each of the NEOs participated in the Executive Management Incentive Program. For fiscal year 2024, cash incentive opportunities were significantly reduced in anticipation of challenging market conditions. Consistent with our financial performance, incentive payouts were below target ranging between 82% and 85% of the reduced target opportunities.

•Long-Term Equity Awards: Each of the NEOs received an equity grant during fiscal year 2024, with 50% in performance-based and 50% in time-based restricted stock units.

“Say on Pay” Vote. On October 26, 2023, 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 96.45% 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 five 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:

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 26

WHAT WE DO

WHAT WE DO NOT DO

Significant emphasis on performance-based, “at-risk” compensation

No fully discretionary annual incentive plans

Independent compensation consultant engaged by the Compensation Committee

No repricing and exchange of underwater options for cash or shares without stockholder approval

Annual risk assessments

No short vesting periods for awards of restricted stock and grants of stock options

Compensation recoupment “clawback” policy

No significant perquisites

Stock ownership guidelines

No excise tax gross-ups in our employment and change in control agreements

Anti-hedging and pledging policy

No “single trigger” change in control severance

What Guides our Executive Compensation Program

Compensation Philosophy and Objectives. Our compensation philosophy is driven by the following guiding principles that reinforce the critical connections between business performance, stockholder value creation and senior leadership:

•Pay for Performance: A substantial portion of a NEO’s total compensation should be variable and contingent upon the attainment of certain specific and measurable annual- and long-term business performance objectives.

•Stockholder Alignment: Executives should be compensated through a mix of components (base salaries, annual- and long-term incentives) designed to create long-term value for our stockholders, as well as foster a culture of ownership.

•Competitiveness: Target compensation is set at a level that is competitive with that being offered to individuals holding similar positions at other organizations with which we compete for business and talent.

•Attraction and Retention: The executive compensation program should enable Kearny Bank to retain superior executive talent, as well as attract additional top-tier leadership.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 27

The Principal Components of Compensation. Our compensation philosophy is supported by the following principal components in our executive compensation program.

Compensation Component

Form

Purpose

Base Salary

Cash (Fixed)

Provide a fixed level of pay that recognizes the NEO’s scope of responsibilities, skills, performance and experience for the value of his or her role.

Executive Management Incentive Program

Cash (Variable)

Motivate and reward NEOs for achieving annual Company, business unit and individual goals that support the long-term strategic plan.

Long-Term Equity Awards

Equity (Variable)

Provide incentives for NEOs to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s retention strategy.

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”).

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 28

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, 2024, 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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 29


Amalgamated Financial Corp.			OceanFirst Financial Corp.
Columbia Financial, Inc.			Peapack-Gladstone Financial Corporation
ConnectOne Bancorp, Inc.			Provident Financial Services, Inc.
First Commonwealth Financial Corporation			Republic First Bancorp, Inc.
Flushing Financial Corporation			S&T Bancorp, Inc.
Lakeland Bancorp, Inc.			The First of Long Island Corporation
Metropolitan Bank Holding Corp.			Tompkins Financial Corporation
NBT Bancorp Inc.			TrustCo Bank Corp. NY
Northfield Bancorp, Inc.			Univest Financial Corporation
Northwest Bancshares, Inc.

For each of the peer companies, data regarding base salaries, annual incentives, and long-term incentives was obtained from their annual proxy statements. This data was supplemented with industry data collected from banking surveys. Survey data was narrowed to those companies with median assets of approximately $7.4 billion.

Details of Compensation Components

Base Salary. Base salaries for executives and other officers are reviewed by the Compensation Committee on an annual basis. Salaries are reflective of the executive’s job responsibilities, job performance and experience, and the competitive market.

The Compensation Committee determined that base salary levels should be adjusted in order to better align with the market and to recognize the significant efforts of the executive management team. As a result, the Compensation Committee approved the following adjustments for fiscal year 2024. Also reflected are salary increases for fiscal 2025.


Executive	Fiscal 2023 Base Salary ($)	Fiscal 2024 Base Salary ($)	% Change	Fiscal 2025 Base Salary ($)	% Change
Craig L. Montanaro(1)	725,000	746,750	3.0%	746,750	0.0%
Keith Suchodolski(2)	409,107	421,381	3.0%	446,664	6.0%
Patrick M. Joyce	352,609	363,188	3.0%	374,084	3.0%
Thomas D. DeMedici	337,530	347,656	3.0%	358,086	3.0%
Anthony V. Bilotta, Jr.	333,042	343,034	3.0%	353,325	3.0%

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(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.

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.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 30

Performance Gates

In order to ensure that incentive payments are tied to performance achievement, the Compensation Committee has established performance gates tied to Net Income and annualized net charge-off to average loans (“NCOs”).

Performance Gate

Consequence if Performance Gate Not Achieved

Actual Achievement Level

Net Income at least 50% of Target

No payments are made under the Program

Achieved - Adjusted Net Income exceeded 50% of Target

NCOs below threshold level

No payments are made under the Program

Achieved - NCOs fell below threshold level

Net Income at least 75% of Target

Payments under the Program will be limited to no more than Target-level

Achieved -Adjusted Net Income exceeded 75% of Target

Target Incentive Opportunities

The table below represents the Target opportunity as a percentage of base salary, and the component weightings for each NEO for fiscal year 2024 and 2023 performance:


Executive	Fiscal 2024	Fiscal 2023	Component Weightings
	Target Opportunity	Target Opportunity	Corporate	Individual
Craig L. Montanaro	25.00%	45.00%	80.00%	20.00%
Keith Suchodolski	22.50%	40.00%	80.00%	20.00%
Patrick M. Joyce	20.00%	35.00%	70.00%	30.00%
Thomas D. DeMedici	20.00%	35.00%	70.00%	30.00%
Anthony V. Bilotta, Jr.	20.00%	35.00%	70.00%	30.00%

At the beginning of each year, a range of performance is established for each performance metric (floor which represents minimally-acceptable performance); target; and cap (which represents exceptional performance). As shown in the table above, for fiscal 2024, the target opportunity was significantly reduced in anticipation of lower than expected levels of pre-tax, pre-provision net revenue (“PPNR”) per share relative to the prior year. Results against each range determines the payout opportunity for each performance metric, ranging from 0% (results are below floor) to 150% (results are at or above cap) of the established target.

Corporate Performance Metrics

In calculating the results for PPNR per share and the non-interest expense ratio, the Compensation Committee considered whether adjustments to the financial results were warranted due to non-recurring items and determined, after its analysis, that adjustments to the PPNR per share and the non-interest expense ratio were necessary for fiscal year 2024 to capture the Company’s core performance more appropriately.

As a result, the Compensation Committee adjusted net income for non-recurring items. Please see page 33 for a detailed breakout of these adjustments and their impact on PPNR per share and the adjusted non-interest expense ratio.

The Corporate component of the Program representing 80% of the CEO and CFO's total incentive opportunity and 70% for other NEOs is based on adjusted PPNR per share weighted at 70% and adjusted non-interest expense ratio weighted at 30%.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 31

The table below lists the performance measures in each Corporate category, the goal at target and the actual results, for fiscal year 2024:


Corporate Performance Metrics	Target	Actual(1)	Earned % of Target Goal
PPNR Per Share	$0.75	$0.63	84.00%
Non-interest Expense Ratio	1.51%	1.49%	100.75%

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(1) The PPNR per share and Non-interest expense ratio presented include adjustments to the Company’s GAAP net income approved by the Compensation Committee for purposes of this performance calculation. For additional detail regarding these adjustments, please refer to page 33.

Individual Performance Metrics

For fiscal year 2024, each NEO is assigned individual performance metrics representing 20% of the CEO and CFO’s total incentive opportunity and 30% for the other NEOs. Goals are generally milestone-based. An assessment regarding payout is made by the Compensation Committee informed by quantitative and qualitative data and feedback provided by the CEO. For fiscal year 2024, 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:


Executive	Individual Goals	% of Target Goal	Earned % of Base Salary
Craig L. Montanaro	Human resource strategy, organizational structure and digital strategy	100%	5.00%
Keith Suchodolski	Core deposit growth strategy, operational efficiency and digital strategy	100%	4.50%
Patrick M. Joyce	Lending strategy, risk management and technology adoption	100%	6.00%
Thomas D. DeMedici	Process improvement, risk mitigation and technology adoption	100%	6.00%
Anthony V. Bilotta, Jr.	Core deposit growth strategy, operating efficiency and non-interest income expansion	100%	6.00%

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 2024 performance:


	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%		9.52%	6.09%	5.00%	20.61%
Keith Suchodolski	22.50%		8.57%	5.48%	4.50%	18.55%
Patrick M. Joyce	20.00%		6.66%	4.26%	6.00%	16.93%
Thomas D. DeMedici	20.00%		6.66%	4.26%	6.00%	16.93%
Anthony V. Bilotta, Jr.	20.00%		6.66%	4.26%	6.00%	16.93%

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Executive	Base Salary ($)	Payout at Target ($)	Payout at Target (%)	Actual Payout Earned ($)	% of Base Salary
Craig L. Montanaro	746,750	186,688	25.00%	153,903	20.61%
Keith Suchodolski	421,381	94,811	22.50%	78,161	18.55%
Patrick M. Joyce	363,188	72,638	20.00%	61,476	16.93%
Thomas D. DeMedici	347,656	69,531	20.00%	58,847	16.93%
Anthony V. Bilotta, Jr.	343,034	68,607	20.00%	58,065	16.93%

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 32

For fiscal year 2024, the Compensation Committee adjusted results for non-recurring items and made adjustments to the PPNR per share and the Non-interest expense ratio. Such adjustments were made to account for the impact of non-recurring items as described in further detail below:


Reconciliation of GAAP to Non-GAAP (Dollars in Thousands, Except Per Share Data, Unaudited)	For the Year Ended June 30, 2024
Calculation of Adjusted PPNR:
Net loss (GAAP)	$(86,667)
Provision for credit losses	6,226
Provision for income taxes	5,891
PPNR (non-GAAP)	(74,550)
Compensation Committee Approved Adjustments - pre-tax:
Goodwill impairment	97,370
Loss on sale of securities	18,135
Contract renewal bonus related to a vendor licensing agreement	(750)
Net effect of bank-owned life insurance contract restructure and payouts	(781)
Subtotal of adjustments	113,974
Adjusted PPNR (non-GAAP)	$39,424

Weighted average common shares - basic	62,444
Adjusted PPNR per share - basic (non-GAAP)	$0.63

Adjusted Non-Interest Expense Ratio:
Non-interest expense (GAAP)	$215,150
Non-recurring transactions:
Goodwill impairment	(97,370)
Non-interest expense (non-GAAP)	$117,780

Total average assets	$7,878,292

Adjusted non-interest expense ratio (non-GAAP)	1.49	%

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, 2024, each NEO received an equity grant under the 2021 Plan on August 7, 2023.

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 2024 and described in this section are subject to the requirements stated in the following table:

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 33


2021 Equity Incentive Plan
Type of Equity	Percentage of Award	Overview
Performance – Based Restricted Stock Units	50% of all restricted stock unit awards	•Awards vest at the end of a three-year performance period (June 30, 2024 - June 30, 2026). •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, 2024. •Paid in Company shares at vesting.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 34

2024 Long-Term Equity Incentive Award Grants. The table below reflects the long-term incentive awards that were granted on August 7, 2023 as follows:


NEO	Performance-Based Restricted Stock Units	Time-Based Restricted Stock Units
Craig L. Montanaro	25,047	25,047
Keith Suchodolski	13,250	13,250
Patrick M. Joyce	9,137	9,137
Thomas D. DeMedici	8,746	8,746
Anthony V. Bilotta, Jr.	8,630	8,630

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.

Other Compensation Guidelines, Practices and Policies

Stock Ownership Guidelines. The Board of Directors believes that it is in the best interest of the Company and its stockholders to align the financial interests of its executive officers and directors with those of stockholders. Accordingly, the Company's stock ownership guidelines for NEOs and Directors of the Company require the following minimum investment in Company common stock:


Position						Guideline
CEO						A number of shares having a market value equal to three times (3.0x) annual base salary
All Other NEOs						A number of shares having a market value equal to two times (2.0x) annual base salary
Non-Employee Directors						A number of shares having a market value equal to three times (3.0x) annual cash retainer (excluding any committee fees)

Newly appointed Named Executive Officers and Directors have five years from the time they are appointed, promoted or elected, as the case may be, to meet these guidelines. In order to expedite this process, a minimum of fifty percent (50%) of shares (net of taxes) acquired through the Company’s equity incentive plan(s) will be required to be held upon each vesting until the stock ownership guidelines are met. For the purpose of determining if the stock ownership guidelines are met, unvested performance shares and unexercised stock options (whether vested or non-vested) will not be considered. Stock ownership for NEOs and Directors is reviewed on an annual basis and the Nominating and Corporate Governance Committee maintains responsibility for the administration of this policy. The NEOs and Directors comply with the Company’s stock ownership guidelines within the approved grace period to satisfy the stock ownership guidelines.

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KEARNY FINANCIAL CORP. – 2024 Proxy Statement 35

“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 2024, 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 structu

SEC Form DEF 14A filed by Kearny Financial Corp