Kearny Financial (KRNY) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on October 17, 2024, to elect four directors, ratify the appointment of Crowe LLP as independent auditor for FY2025, and approve an advisory resolution on executive compensation.

• Proxy materials are primarily distributed online, with options for paper copies upon request; voting can be done online, by phone, mail, or during the virtual meeting.

• As of August 19, 2024, there were 64,579,683 shares outstanding, with each share entitled to one vote, subject to a 10% ownership voting cap.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Crowe LLP as auditor, and an advisory vote on executive compensation.

• The Board unanimously recommends voting “FOR” all proposals.

• Shareholders may submit proposals for the 2025 meeting by May 9, 2025, and must follow advance notice requirements for nominations and other business.

Board of directors and corporate governance

• The Board consists of 14 members, divided into three classes, with four nominees up for election in 2024, all current directors.

• Board committees include Audit & Compliance, ESG, Compensation, Nominating and Corporate Governance, and Enterprise Risk Management.

• Board diversity is tracked, with two female directors and representation from Asian and African American backgrounds.

• The Board separates the roles of Chair and CEO and conducts annual self-evaluations and CEO succession reviews.