| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On June 16, 2022, Kearny Financial Corp. (the “Company”), the
holding company of Kearny Bank (the “Bank”), announced that the Company’s Board of Directors promoted Keith Suchodolski (the “Executive”) to Senior Executive Vice President and Chief Financial Officer of the Company and the Bank effective July 1,
2022. The Executive has served as the Company and Bank’s Executive Vice President and Chief Financial Officer since July 1, 2018. In addition to his current duties, the
Executive will assume the responsibilities of Eric Heyer, Senior Executive Vice President and Chief Operating Officer, who previously announced his retirement effective June 30, 2022.
Employment Agreement
On June 15, 2022, in connection with the Executive’s
promotion to Senior Executive Vice President and Chief Financial Officer, the Company and the Bank entered into an employment agreement, effective as of July 1, 2022, with the Executive that replaced his prior amended and restated change in control
agreement with the Bank. The employment agreement specifies the Executive’s base salary will initially be $409,107. The Executive’s employment may be terminated for cause at any time, in which event the Executive would have no right to receive
compensation or other benefits for any period after termination, except for already vested benefits.
The employment agreement has a three-year term and, commencing on the first anniversary of the agreement (which is defined as July 1 of
each calendar year) and on each subsequent anniversary thereafter, the agreement may be renewed for an additional year so that the remaining term is three years, provided that the disinterested members of the board of directors of the Bank conduct a
performance evaluation of the Executive and affirmatively approve the extension. In the event of the Executive’s involuntary termination of employment for reasons other than cause, disability or death, the Executive is entitled to a severance
payment equal to the Executive’s base salary for the remaining term of the agreement, payable in a lump sum and the Executive and his dependents
shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. In the event the Executive voluntarily resigns
during the term of the employment agreement for “good reason” (as defined in the agreement), the Executive is entitled to a severance payment equal to one times the Executive’s annual base salary, payable in a lump sum. Upon any termination of
employment (except following a change in control), the Executive will be required to adhere to non-competition and non-solicitation covenants for six months.
In the event of a change in control of the Bank or the
Company, followed within twenty-four (24) months by Executive’s involuntary termination of employment for any reason other than for cause, or the Executive’s termination for “good reason,” the Executive or in the event of Executive’s subsequent
death, Executive’s beneficiary or estate, would be entitled to a severance payment in the form of a cash lump sum equal to three times the sum of (i) the Executive’s base
salary in effect as of the date of termination, or if higher, the base salary
immediately prior to the date of a change in control, plus (ii) the bonus earned by the Executive in the fiscal year immediately preceding the year in which the date of the change in control occurs, or if higher, the bonus earned in the fiscal year
immediately preceding the date of a change in control. In addition, the Executive and his dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the
remaining term of this Agreement, at no cost to the Executive.
The employment agreement also provides certain death and
disability benefits.
Amended and Restated Executive Life Insurance Agreement
On June 15, 2022, the
Bank entered into an Amended and Restated Executive Life Insurance Agreement, effective as of July 1, 2022, with Craig Montanaro, President and Chief Executive Officer of the Company and the Bank. The amended and restated agreement will replace
the prior Executive Life Insurance Agreement dated as of August 15, 2005, as amended.
Under the agreement,
in the event Mr. Montanaro dies while employed by the Bank, his beneficiary(ies) will be entitled to a death benefit, which is based on his age at death and as specified in the agreement. If Mr. Montanaro dies after retirement (as defined in the
agreement), his beneficiary(ies) will be entitled to a death benefit in the aggregate amount equal to two hundred percent (200%) times Mr. Montanaro’s highest annual base salary (not including bonus, equity compensation, deferred
compensation or any other forms of compensation) at any time during the three calendar years prior to the date of retirement, plus $100,000. However, the maximum death
benefit to be paid in the event of Mr. Montanaro’s death after retirement is $1.5 million. In the event of a change in control (as defined in the agreement) prior to Mr. Montanaro’s termination of employment or retirement, the death benefit shall
remain in effect, until Mr. Montanaro’s death. If Mr. Montanaro terminates his employment with the Bank (for reasons other than death or prior to a change in control) prior to retirement (and prior to the occurrence of a change of control)
the benefits under the agreement will cease on his last day of employment with the Bank.
The press release issued by the Company related to Mr.
Suchodolski’s promotion is included in this filing as Exhibit 99.1. The foregoing description of the employment agreement and amended and restated life insurance agreement does not purport to be complete and is qualified in its entirety by
reference to the employment agreement and amended and restated life insurance agreement which are attached hereto as Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.