John F. McGovern
About John F. McGovern
Independent director of Kearny Financial Corp. since 1999; age 64 as of June 30, 2025. He is a self‑employed Certified Public Accountant (CPA) since 1986, a Certified Financial Planner (CFP) since 1995, and holds the AICPA Personal Financial Specialist (PFS) designation; he has been a federally registered investment adviser since 2001. He is designated an “audit committee financial expert” under SEC rules and is the owner of McGovern Monuments, Inc., a family business founded in 1924 in North Arlington, NJ. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed practice | Certified Public Accountant (CPA) | Since 1986 | Financial reporting, internal control, risk assessment expertise brought to KRNY Board |
| Self-employed practice | Certified Financial Planner (CFP) | Since 1995 | Personal financial planning expertise |
| AICPA (designation) | Personal Financial Specialist (PFS) | Ongoing | Deep technical financial credentials |
| Registered Investment Adviser | Federally registered investment adviser | Since 2001 | Securities and advisory regulatory literacy |
| McGovern Monuments, Inc. | Owner | Ongoing (family business since 1924) | Small-business operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Ongoing | Professional body involvement |
| New Jersey Society of Certified Public Accountants | Member | Ongoing | Professional body involvement |
| Public company boards | None | — | The company discloses that no directors currently serve on other public company boards |
Board Governance
- Current KRNY Board committees: Audit & Compliance Committee (Chair); Nominating & Corporate Governance Committee (member); Enterprise Risk Management Committee (member). He is one of the Board’s designated audit committee financial experts.
- Independence: The Board determined McGovern is independent under Nasdaq listing standards.
- Attendance and engagement: The Board met 18 times in FY2025; no director attended fewer than 75% of Board and applicable committee meetings; the proxy also notes all directors attended >75% of their eligible meetings. There were two executive sessions in FY2025.
- Leadership structure: Board Chair and CEO roles are separated; the Chairman (independent) is John J. Mazur, Jr.
- External commitments: No directors currently serve on other public company boards (reduces overboarding/interlock risk).
- Related-party/loans: No transactions >$120,000 involving directors/officers other than ordinary-course, Board‑approved, regulation‑compliant insider loans; insider loans are monitored monthly.
- Hedging/pledging: Directors are prohibited from hedging/pledging company stock; only the CEO has any pledged shares; no pledges disclosed for McGovern.
Fixed Compensation (Director – FY2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 116,800 | KRNY Director compensation table |
| Stock Awards | — | No director stock awards granted in FY2025 |
| Option Awards | — | No director option awards granted in FY2025 |
| All Other Compensation | 25,793 | See breakdown below |
| Total | 142,593 |
All Other Compensation (detail – FY2025):
- Health and long-term care premiums: $24,681.
- Bank-owned life insurance imputed income: $1,112.
- Director Life Insurance Agreement: KRNY maintains director life insurance agreements for most current directors (including McGovern), providing a beneficiary death benefit (typically $500,000) if service/age conditions are met.
Board/committee retainer structure (cash, per quarter):
- Kearny Bank Board: $15,700; Company Board: $11,000; Chairman: $17,200 (Bank) and $11,800 (Company).
- Audit & Compliance Committee: member $1,562.50; Chair $2,500 per quarter.
- Compensation Committee: member $1,000; Chair $1,500 per quarter.
- No fees for other committees; Executive Committee members do not receive retainers.
Performance Compensation (Director)
| Instrument | Grant details | Performance metrics | Vesting |
|---|---|---|---|
| None disclosed for directors in FY2025 | No stock or option awards granted to directors in FY2025 | N/A | N/A |
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | The proxy states no directors currently serve on other public company boards |
| Private/non-profit/academic boards | None disclosed | — | No such roles disclosed for McGovern in the proxy |
Expertise & Qualifications
- Audit committee financial expert; deep experience in financial reporting, internal control, and risk assessment.
- CPA, CFP, PFS; registered investment adviser, indicating strong technical financial and regulatory expertise.
- Small-business ownership and community involvement provide practical operating perspective.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 400,000 shares (includes options exercisable within 60 days) |
| Options (exercisable) | 100,000 vested stock options (director-level; as of June 30, 2025) |
| Ownership as % of outstanding | <1% (starred in proxy table; 64,744,523 shares outstanding) |
| Shares pledged as collateral | None disclosed for McGovern; only CEO has any pledges (8,748 shares) |
| Stock ownership guidelines | Directors must hold shares equal to 3× annual cash retainer; the proxy states directors comply with guidelines |
Governance Assessment
-
Strengths for investor confidence:
- Longstanding financial expert serving as Audit & Compliance Committee Chair; audit committee met 17 times in FY2025, signaling active oversight.
- Independent status, strong attendance (>75%), and participation on key risk and nominating/governance committees.
- No other public company boards (limited interlocks/overboarding risk); company enforces anti‑hedging/anti‑pledging for directors.
- Board structure separates Chair/CEO; executive sessions held.
- Robust say‑on‑pay support (95.65% in 2024) reflects broad shareholder alignment with pay design (board‑level signal, though not director‑specific).
-
Watch items / potential red flags:
- Very long tenure (serving since 1999) may raise independence-refresh questions for some investors despite formal independence.
- Director perquisites include health/long-term care premiums and director life insurance agreements (typical in community banks but viewed skeptically by some governance frameworks).
- Historical stock options outstanding at director level (100,000 vested options) are legacy incentives; no current-year equity grants to directors.
-
Conflicts/related-party:
- The company reports no related‑party transactions over $120,000 involving directors or their immediate family members (other than ordinary-course, Board‑approved insider loans).
-
Policy safeguards:
- Clawback policy compliant with Nasdaq/SEC rules; anti‑hedging/anti‑pledging for directors; director stock ownership guidelines (3× retainer) with stated compliance.