Catherine A. Lawton
About Catherine A. Lawton
Independent director of Kearny Financial Corp. since October 2018; age 68 as of June 30, 2025. Prior to retiring in 2019, she spent 25 years in investment banking at Sandler O’Neill + Partners, including service as General Counsel (1993–2004); earlier roles include corporate/banking attorney at a large New York firm and CPA at KPMG. Education: B.S. in Business Administration (Georgetown University); J.D. (University of Virginia School of Law). Core credentials: M&A, capital raising, strategic planning, corporate governance, risk assessment, and financial expertise applied to community banks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandler O’Neill + Partners, L.P. | Principal, Investment Banking; General Counsel (1993–2004) | ~1994–2019 | Led advisory for community banks across strategy, M&A, and capital raising; governance and risk advisory expertise . |
| Large New York Law Firm | Corporate and banking attorney | ~9 years (pre-Sandler) | Advised financial institutions on corporate/banking matters . |
| KPMG | Certified Public Accountant | Early career | Foundational accounting and financial reporting expertise . |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None; Company discloses that no directors currently serve on other public company boards . |
| Notable network ties | Prior affiliation at Sandler O’Neill overlaps with fellow KRNY director Raymond E. Chandonnet’s prior tenure at Sandler O’Neill, indicating shared industry network (not a related-party transaction) . |
Board Governance
- Independence: Board determined Ms. Lawton is independent under Nasdaq rules .
- Committee assignments and chair roles (FY2025):
- Chair, Enterprise Risk Management Committee (ERM) — met 6x in FY2025 .
- Member, Corporate Responsibility Committee — met 2x in FY2025 .
- Attendance: Board held 18 meetings in FY2025; all directors attended >75% of Board and committee meetings for which they were eligible .
- Board leadership and process: Independent Chair (separate from CEO); two executive sessions held during FY2025 .
- Related-party/insider loans: Company discloses no related-party transactions >$120,000 (other than ordinary-course insider loans on market terms reviewed/approved per policy) .
- Anti-hedging/pledging: Directors prohibited from hedging and pledging; exception process exists but only the CEO has 8,748 shares pledged; no other director pledges disclosed .
Fixed Compensation (Director; Fiscal Year Ended June 30, 2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 106,800 | Aggregate retainers for KRNY and Kearny Bank boards and eligible committee retainers . |
| Stock Awards | — | No director stock awards in FY2025 . |
| Option Awards | — | No new director option awards in FY2025 . |
| All Other Compensation | 20,613 | Health/long-term care premiums . |
| Total | 127,413 | Sum of components . |
Board retainer structure (FY2025):
- Quarterly retainers: $15,700 for Kearny Bank Board; $11,000 for KRNY Board; Chair higher at $17,200 and $11,800, respectively. Audit & Compliance Committee: $1,562.50 (member) / $2,500 (chair) per quarter; Compensation Committee: $1,000 (member) / $1,500 (chair) per quarter; no fees for other committees .
Performance Compensation (Director)
- No performance-based equity or cash elements disclosed for directors in FY2025; directors did not receive stock or option awards in FY2025. Company maintains a clawback policy (NASDAQ/SEC compliant) applicable primarily to executive incentive compensation and equity plans .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public company directorships | None (per company-wide disclosure) . |
| Interlocks/conflicts | None disclosed; no related-party transactions involving Ms. Lawton reported . |
Expertise & Qualifications
- Strategic advisory to community banks (M&A, capital raising), valuation/markets knowledge, governance and risk assessment, legal and accounting background (CPA, JD) .
- Board skills framework highlights broad financial, leadership, risk management and strategic planning expertise across the Board (not director-specific quantification) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 135,000 | Includes options exercisable within 60 days . |
| Options included in beneficial ownership | 75,000 | Vested options held by director as of June 30, 2025 . |
| Common shares (excl. options) | 60,000 | Derived: 135,000 − 75,000; both inputs cited . |
| Ownership as % of outstanding | <1% | Company reports “less than 1%” for each director below 1%; 64,744,523 shares outstanding as of record date . |
| Shares pledged as collateral | None disclosed | Anti-pledging policy applies; only CEO has pledged shares (8,748) . |
| Director stock ownership guideline | 3x annual cash retainer; directors reported in compliance | Guideline and compliance status disclosed . |
Governance Assessment
- Strengths: Independent director with deep banking advisory, legal, and financial background; chairs ERM (central to bank risk oversight) and serves on Corporate Responsibility; strong attendance; no other public boards (low overboarding risk); anti-hedging/pledging policy; no related-party transactions .
- Alignment: Meaningful beneficial ownership including 75,000 vested options; director ownership guideline (3x cash retainer) in place and directors compliant; however, no new director equity grants in FY2025 (alignment relies on existing holdings and guidelines) .
- Potential watch items: Director perquisites (health/long-term care premiums) persist; while modest, they remain a shareholder-scrutinized area in governance debates for director pay. No conflicts or pledging disclosed for Ms. Lawton; only CEO shows pledging .
Overall, Ms. Lawton’s ERM chair role, independence, and banking/legal credentials support board effectiveness and investor confidence in risk oversight at KRNY; no red flags identified specific to her service in FY2025 .