Anthony V. Bilotta, Jr.
About Anthony V. Bilotta, Jr.
Executive Vice President and Chief Banking Officer (CBO) of Kearny Financial Corp. and Kearny Bank; experienced banker with 40+ years in retail/commercial banking and treasury management. Age 64 as of June 30, 2025; appointed CBO of Kearny Bank in June 2018 and CBO of Kearny Financial in July 2022 . Company performance context: FY2025 PPNR per share was $0.53 and net income was $26.1m, versus FY2024 PPNR per share of $(1.19) and net loss of $(86.7)m, reflecting a sharp rebound in profitability . Five-year pay-versus-performance disclosure shows KRNY’s $100 TSR value of 100.67 in 2025 (89.85 in 2024; 151.08 in 2021) versus peer index 192.40 in 2025, underscoring lagging equity returns vs peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kearny Financial Corp./Kearny Bank | EVP, Chief Banking Officer | 2018–present | Leads retail/business banking, deposit growth, non-interest income strategy |
| Peapack-Gladstone Bank | EVP, Director of Retail Banking | 2013–2018 | Led retail banking, sales development, corporate marketing, treasury and government banking |
External Roles
- No public company directorships or external board roles disclosed for Bilotta .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 339,447 | 343,034 | 353,325 |
| Target Annual Bonus (% of salary) | 20% | 20% | 20% |
| Actual Annual Bonus/NEIP ($) | 72,186 | 58,065 | 73,506 |
| All Other Compensation ($) | 69,148 | 78,372 | 48,790 |
| Total Compensation ($) | 679,340 | 627,734 | 590,662 |
| FY2026 Approved Base Salary ($) | — | — | 363,925 (effective 7/1/2025) |
Highlights (perquisites): 2025 all-other compensation included 401(k) contributions $10,939, ESOP/ESOP BEP $10,728, long-term care premiums $14,822, and dividends on vested units $6,301; also an automobile allowance ($6,000) .
Performance Compensation
Annual Incentive (Executive Management Incentive Program, FY2025)
| Component | Weight | Target | Actual | Earned as % of Component |
|---|---|---|---|---|
| Corporate: PPNR per share | 70% of Corporate | $0.51 | $0.53 | 104.91% |
| Corporate: Non-interest expense ratio | 30% of Corporate | 1.55% | 1.58% | 98.11% |
| Individual: Core deposit growth, operating efficiency, non-interest income strategy | 30% of total for Bilotta | 100% | 100% | 100% |
Payout result for Bilotta: Target 20.00% of salary; earned 20.80% of salary = $73,506 on $353,325 base (corporate components plus capped individual at target) . Program gates for FY2025 were met (NCOs below threshold; Net Income ≥75% of target) .
Long-Term Equity (2021 Equity Incentive Plan)
- 2025 grant (Aug 7, 2024): 9,218 performance-based RSUs (3-year performance period: FY2025–FY2027; metric: pre-tax, pre-provision EPS; gate: annualized NCOs ≤0.50%; 0–150% payout) and 9,218 time-based RSUs (vest 33% annually on Aug 7, 2025/2026/2027) .
- 2022 performance RSUs scheduled to cliff vest in FY2025 did not vest because performance metrics were not attained (no economic value realized) .
| Grant Date | Type | Shares Granted | Vesting | Notes |
|---|---|---|---|---|
| Aug 7, 2024 | Performance RSUs | 9,218 | Cliff vest at end of 3-year period (to Aug 7, 2027) subject to EPS and NCOs gate | 0–150% of target |
| Aug 7, 2024 | Time-based RSUs | 9,218 | 33% annually on Aug 7, 2025/2026/2027 | Paid in shares |
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 22, 2025)
| Holder | Beneficially Owned | % of Outstanding |
|---|---|---|
| Anthony V. Bilotta, Jr. | 205,586 (includes 100,000 options; 125 shares in 401(k); 10,773 ESOP; 296 BEP) | <1% |
Policy alignment:
- Anti‑hedging/anti‑pledging: prohibitions in place; no pledged shares reported for Bilotta (only CEO has 8,748 shares pledged) .
- Stock ownership guideline: 2.0x base salary for NEOs; NEOs and Directors comply .
Outstanding Equity Awards (as of June 30, 2025; stock price $6.46)
| Instrument | Quantity | Vesting/Status | Market Value ($) |
|---|---|---|---|
| Time-based RSUs (2024 grant) | 9,218 | Vests 33% on 8/7/2025, 8/7/2026, 8/7/2027 | 59,548 |
| Time-based RSUs (2023 grant) | 5,753 | Vests 33% on 8/7/2025 and 8/7/2026 | 37,164 |
| Time-based RSUs (2022 grant) | 2,792 | Vests 33% on 8/7/2025 | 18,036 |
| Performance RSUs (2024–2027) | 9,218 target | Earn-out at 3-year end, subject to goals | 59,548 |
| Performance RSUs (2023–2026) | 8,630 target | Earn-out at 3-year end, subject to goals | 55,750 |
| Performance RSUs (2022–2025) | 8,378 target | Earn-out at 3-year end, subject to goals | 54,122 |
| Stock Options | 100,000 @ $13.55, exp. 09/15/2028 | Exercisable; out-of-the-money at $6.46 | — |
Ownership guideline compliance and lack of pledging reduce alignment risk; underwater options reduce near‑term selling pressure .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | Not disclosed for Bilotta (employment agreements exist for CEO/COO/CLO; Bilotta has a separate CIC agreement) |
| Change‑in‑Control (CIC) | Double‑trigger; severance = 2x base salary + 2x prior-year bonus, lump sum within 10 days; 2 years medical/dental continuation; 280G cutback to avoid excise tax |
| CIC Quantification (as of 6/30/2025) | Cash severance $885,083; unvested RSU acceleration value $284,168 upon qualifying CIC termination |
| Death benefit | Group term life death benefit $707,000 (no separate executive life insurance agreement for Bilotta) |
| Clawback | SEC/Nasdaq-compliant recoupment policy covers incentive-based compensation; equity awards subject to clawback on restatement/misconduct |
| Hedging/pledging | Prohibited; only CEO had pledged shares; no Bilotta pledging |
| Ownership guideline | 2.0x salary for NEOs; compliance confirmed |
| Non-compete/non-solicit | Not specified for Bilotta’s CIC; (employment agreements for other NEOs include six-month non‑compete/non‑solicit outside a CIC) |
Insider Transactions (last 24 months)
| Trade Date | Form | Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| Mar 18, 2024 | Form 4 | Open‑market Purchase | 2,000 | $5.85 | Direct purchase by Bilotta |
| Aug 7, 2025 (filed Aug 8, 2025) | Form 4 | RSU Grants/holdings update | — | — | Time‑based RSUs vest 33% per year commencing on Aug 7, 2026 (per filing details) |
No hedging/pledging transactions disclosed; no open‑market sales indicated in the cited filings .
Say‑on‑Pay, Peer Group, and Governance
- Say‑on‑Pay support: 95.65% approval on Oct 17, 2024; >95% approval each of the last six years .
- Compensation Committee: Aanensen (Chair), Petermann, Wong‑Zaza (all independent) .
- Independent consultant: Pearl Meyer; no conflicts identified .
- 2025 peer group (selected): OceanFirst, Provident Financial Services, ConnectOne, Columbia Financial, NBT Bancorp, Northwest Bancshares, S&T Bancorp, TrustCo, Peapack‑Gladstone, Flushing Financial, among others (19 banks, ~$4–14.5B assets) .
Compensation Structure Analysis
- Mix and trend: Bilotta’s total comp declined from $679k (2023) to $591k (2025) as equity grant values moderated ($199k → $115k) while salary rose modestly (3% p.a.) .
- Shift to RSUs over options: 2016 plan frozen; 2021 plan emphasizes 50% performance‑based and 50% time‑based RSUs; no new options granted to NEOs under 2021 plan .
- Performance stringency: FY2025 annual incentives paid slightly above target (20.8% vs 20% target) on PPNR/expense outcomes , but 2022 PSU tranche failed to vest (no value realized), signaling rigorous LT performance hurdles or underperformance over that cycle .
- Shareholder‑friendly terms: Double‑trigger CIC; no excise tax gross‑ups; robust clawback; anti‑hedging/pledging policies .
Risk Indicators & Red Flags
- Underwater options (100,000 @ $13.55 vs $6.46 on 6/30/25) reduce near‑term exercise/sale pressure but also reduce performance leverage .
- No pledging/hedging by Bilotta; only CEO has a small pledged amount; mitigates alignment risk .
- Related‑party transactions: none disclosed with executives beyond ordinary‑course loans on market terms .
- CIC exposure: Cash severance $885k plus RSU acceleration value $284k under CIC termination; magnitude is moderate but material for retention economics .
Performance & Pay Context
| Measure | FY2021 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| KRNY $100 TSR value | 151.08 | 96.65 | 89.85 | 100.67 |
| Peer $100 TSR value (S&P US SmallCap Banks) | 168.09 | 126.53 | 155.64 | 192.40 |
| PPNR per share ($) | 1.01 | 0.85 | (1.19) | 0.53 |
| Net Income (Loss) ($000s) | 63,233 | 40,811 | (86,667) | 26,075 |
Pay‑for‑performance linkage: FY2025 annual incentive payments aligned with improved PPNR and return to positive net income, while prior‑cycle PSUs delivered zero, reflecting downside risk in the long‑term plan .
Investment Implications
- Alignment and retention: Bilotta holds a meaningful mix of unvested RSUs/PSUs and underwater options, is subject to anti‑hedging/pledging and ownership guidelines, and lacks an employment agreement (CIC only) — reducing flight risk absent a change in control while reinforcing multi‑year performance focus .
- Incentive design signal: Annual metrics (PPNR/expense ratio) and stringent LT EPS targets with NCO gate (and a zero‑vested PSU outcome for the 2022 cycle) indicate real downside in realized pay if performance lags — a constructive alignment for investors .
- Trading/overhang: No insider sales noted in cited forms; options are out‑of‑the‑money; next vest dates for time‑based RSUs (Aug 7 annually) could create minor, scheduled selling for tax/withholding but do not suggest significant incremental selling pressure .
- Governance: Strong Say‑on‑Pay support, independent Comp Committee with reputable consultant, clawback, and no gross‑ups indicate low governance friction risk related to compensation .