Charles J. Pivirotto
About Charles J. Pivirotto
Independent director of Kearny Financial Corp. (Kearny Bank’s holding company) since 2018; age 71 as of June 30, 2025; current term expires in 2026. A Certified Public Accountant, he is a partner at Geltrude & Company, LLC, and previously was managing shareholder of Pivirotto & Company, CPA’s, PA; he holds a B.S. from William Paterson University. The Board classifies him as independent under Nasdaq rules and notes all directors exceeded 75% attendance with the Board meeting 18 times in FY2025. He previously chaired the Audit Committee at Clifton Bancorp Inc./Clifton Savings Bank until their 2018 acquisition by Kearny.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clifton Bancorp Inc. / Clifton Savings Bank | Director; Audit Committee Chair | Feb 2007–2018 (until acquisition by Kearny) | Led audit oversight; chaired Audit Committee |
| Pivirotto & Company, CPA’s, PA | Managing Shareholder (former) | Not disclosed | Led CPA practice focused on closely held businesses; advanced tax planning credentials |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Geltrude & Company, LLC | Partner | Private | Current role; CPA practice |
| Public company directorships | — | — | No directors currently serve on other public company boards (company-wide disclosure) |
Board Governance
- Independence: Board determined Pivirotto is independent (Nasdaq standards).
- Board/committee attendance: All directors attended >75% of eligible meetings; Board met 18 times in FY2025; two executive sessions held.
- Committee assignments (FY2025):
- Not listed on Audit & Compliance, Compensation, Nominating & Corporate Governance, Corporate Responsibility, or Enterprise Risk Management committees.
- By policy, every Kearny Bank board member is also on the Executive Committee (no additional retainer); thus Pivirotto serves on the Executive Committee.
- Board leadership: Independent Chair separate from CEO (Chair: John J. Mazur, Jr.).
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY2025) | $106,800 | Fees earned or paid in cash; no stock awards; no other comp; total $106,800 |
| Retainer structure (quarterly) | $15,700 (Bank board); $11,000 (Company board) | Chairman receives higher amounts; no meeting fees; audit/comp committee retainers apply only to members/chairs |
Performance Compensation (Director)
| Program | Applies to Directors? | Metrics | FY2025 Outcome |
|---|---|---|---|
| Equity or performance-based director compensation | No | N/A | No stock awards/options granted to Pivirotto in FY2025; some legacy options exist for other directors, but Pivirotto held none as of June 30, 2025 |
Note: Executive incentive metrics (PPNR/share, non-interest expense ratio, gates on NCOs and Net Income) apply to executives, not directors.
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| Clifton Bancorp Inc./Clifton Savings Bank | Director; Audit Committee Chair | 2007–2018 | Prior role; no current public company boards (company-wide disclosure) |
Expertise & Qualifications
- CPA with deep audit, financial reporting, internal control, and tax expertise; brings risk, regulatory, and compliance insight to the board.
- Education: William Paterson University (B.S.).
- Audit committee financial expert designations at KRNY are held by John F. McGovern and Christopher Petermann (not Pivirotto).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Aug 22, 2025) | 65,528 shares, including 5,955 shares in a 401(k) plan for his benefit |
| Ownership % of outstanding | Approximately 0.10% (65,528 / 64,744,523 shares outstanding) |
| Options | None held as of June 30, 2025 (contrast: several directors hold legacy options) |
| Shares pledged | None; company policy prohibits pledging/hedging, with limited exceptions; only CEO has 8,748 shares pledged |
| Hedging policy | Directors prohibited from hedging KRNY stock |
| Stock ownership guidelines | Non-employee directors must hold shares equal to 3x annual cash retainer (excl. committee fees); directors in compliance per annual review |
Director Compensation Structure Details (Program Features)
- No meeting fees; compensation delivered via quarterly retainers for Company and Bank boards; additional quarterly retainers only for Audit & Compliance and Compensation Committee members/chairs.
- Directors appointed after Nov 2022 do not receive Company health/dental/LTC benefits; legacy benefits apply only to earlier appointees (none for Pivirotto).
- Director life insurance agreements exclude Pivirotto (agreements exist for a subset of legacy directors).
Related-Party and Conflict Review
- Company reports no related-party transactions >$120,000 since the beginning of the last fiscal year (other than ordinary-course insider loans under standard terms; insider loans require board pre-approval and are monitored). No director-specific related-party transactions for Pivirotto disclosed.
- Anti-hedging/anti-pledging policies in effect; no pledging by directors or executives other than a limited CEO pledge disclosed.
- Company states no directors currently serve on other public company boards, reducing interlock risk.
Governance Assessment
-
Positives for investor confidence:
- Independence and attendance: Independent director with >75% attendance and robust board activity (18 meetings; executive sessions) support effectiveness.
- Strong financial and audit background (CPA; former audit chair at Clifton) enhances oversight quality, especially on financial reporting and control matters.
- Clean related-party profile; strict hedging/pledging prohibitions and ownership guidelines; directors reported in compliance.
- Board structure with independent Chair and comprehensive committee framework (Audit, ERM, etc.).
- Shareholder alignment context: Say-on-pay support was 95.65% in 2024, indicating constructive governance-shareholder dynamics.
-
Watch items:
- Director pay is cash-only with no annual equity grants; alignment relies on stock ownership guidelines and personal holdings (he holds 65,528 shares). Some investors prefer equity-linked director pay for alignment.
- Committee leverage: Not on KRNY’s Audit/Compensation/Nominating committees in FY2025; his CPA skillset could be impactful if rotated onto Audit in future cycles.
Overall: Pivirotto’s independence, CPA credentials, prior audit chair experience, and ownership position are supportive of board effectiveness and investor confidence, with low conflict risk indicated by related-party disclosures and anti-hedging/pledging policies.