Joseph P. Mazza
About Joseph P. Mazza
Independent director at Kearny Financial Corp. since 1993, age 81 as of June 30, 2025. He owned and operated a dental practice in Rutherford, NJ from 1971–2021, served in the U.S. Army (1969–1971) and U.S. Army Reserves through 1993, and holds degrees from Seton Hall University and the University of Pennsylvania. He serves on multiple external boards, including Delta Dental of New Jersey (former Audit Chair; current Strategy Chair), Flagship Health Systems (elected 2019), Delta Dental of Connecticut (elected 2025), and the Rutherford Senior Citizens Center. The board identifies him for leadership, business management, and governance/ethics experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private dental practice (Rutherford, NJ) | Sole owner | 1971–2021 | Long-term small-business leadership and operations |
| U.S. Army | Service member (active duty) | 1969–1971 | Service in U.S. and abroad |
| U.S. Army Reserves | Lieutenant Colonel | Through 1993 | Senior leadership in reserves |
External Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Delta Dental of New Jersey, Inc. | Board of Trustees | Ongoing | Former Audit Committee Chair; current Strategy Committee Chair |
| Flagship Health Systems, Inc. | Director | Elected 2019 | Board service |
| Delta Dental of Connecticut | Director | Elected 2025 | Board service |
| Rutherford Senior Citizens Center (55 Kip) | Director | Ongoing | Regional senior center governance |
| Other public company boards | — | — | Company discloses no directors currently serve on other public company boards |
Board Governance
- Committee assignments: Audit & Compliance Committee member; committee met 17 times in FY2025. Audit Committee members are independent per Nasdaq standards; McGovern (Chair) and Petermann are designated audit committee financial experts .
- Board structure: Independent Chairman (John J. Mazur, Jr.); CEO and Chair separated .
- Attendance: Board held 18 meetings in FY2025; no director attended fewer than 75% of board and committee meetings; two executive sessions held .
- Independence status: Board determined Mazza is independent under Nasdaq listing standards .
- Hedging/pledging: Anti-hedging and anti-pledging policy applies to directors; no shares currently pledged by directors other than 8,748 pledged by CEO (none by Mazza) .
Board & Committee Activity (FY2025)
| Metric | FY2025 |
|---|---|
| Board meetings held | 18 |
| Executive sessions | 2 |
| Audit & Compliance Committee meetings | 17 |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 113,050 | 113,050 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Change in Pension Value ($) | — (negative $24,000 reported as $0 under SEC rules) | — (negative $13,000 reported as $0 under SEC rules) |
| All Other Compensation ($) | 32,559 (Health premiums $22,054; BOLI imputed $10,505) | 39,903 (Health premiums $24,069; BOLI imputed $15,834) |
| Total ($) | 145,609 | 152,953 |
Board retainer policy (cash, quarterly, FY2025):
- Non‑employee directors: $15,700 for Kearny Bank Board and $11,000 for Company Board; Audit & Compliance Committee member retainer $1,562.50 and Chair $2,500; Compensation Committee member $1,000 and Chair $1,500; no fees for other committees. Directors appointed prior to Dec/Nov 2022 retain eligibility for health, dental, and long-term care plans; Director Life Insurance Agreements provide beneficiary death benefits under stated conditions .
Performance Compensation
- No performance-based pay disclosed for non-employee directors; FY2024–FY2025 director compensation tables show no stock or option awards to directors and no performance metrics tied to director compensation .
- Company clawback policy compliant with SEC/Nasdaq applies to incentive-based compensation for current/former executive officers following accounting restatements; director compensation is retainer-based and not subject to performance clawback provisions .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None; company states no directors currently serve on other public company boards |
| Financial services interlocks | Delta Dental NJ/CT boards; prior Flagship Health Systems; non-profit senior center. No disclosed conflicts or related-party transactions exceeding $120,000 . |
Expertise & Qualifications
- Leadership and business management from 50-year private practice ownership; governance and ethics experience highlighted by audit and strategy committee leadership at Delta Dental .
- Education: Seton Hall University; University of Pennsylvania .
- Military leadership: U.S. Army and Reserves through Lieutenant Colonel .
Equity Ownership
| Metric | As of Aug 22, 2025 |
|---|---|
| Total beneficial ownership (shares) | 305,548; includes options to acquire 100,000 shares |
| % of shares outstanding | ~0.47% (305,548 / 64,744,523) |
| Options exercisable | 100,000 vested stock options (as of June 30, 2025) |
| Restricted stock/RSUs held | None (directors held no restricted stock awards as of June 30, 2025) |
| Shares pledged as collateral | None disclosed for Mazza (only CEO has 8,748 pledged) |
| Ownership guidelines | Non‑employee directors must hold stock valued at 3× annual cash retainer (excluding committee fees); directors comply |
Governance Assessment
- Independence and engagement: Independent director with Audit & Compliance Committee membership; audit committee independence affirmed; committee met monthly (17 times) indicating active oversight. No director attended fewer than 75% of meetings; board held executive sessions, supporting independent oversight .
- Alignment and policies: Director ownership guidelines (3× cash retainer) with annual compliance review; anti‑hedging/pledging policy with no pledging by Mazza; beneficial ownership includes vested options, aligning incentives with shareholder value .
- Compensation structure: Cash-heavy director pay (retainers + committee fees) and legacy benefits (health/BOLI) for pre‑2022 appointees; no equity grants to directors in FY2024–FY2025, limiting direct performance linkage in director compensation .
- Related-party and conflicts: Company reports no transactions >$120,000 with directors/officers/family members other than ordinary‑course loans under regulated terms and board preapproval; Nominating & Corporate Governance Committee reviews and monitors such transactions .
RED FLAGS / Watch items
- Very long tenure (appointed 1993; age 81) may raise board refreshment/skills renewal considerations for some investors despite strong attendance and committee participation .
- Legacy director benefits (health/long-term care; BOLI imputed income) continue for pre‑Nov/Dec 2022 directors; not available to newer directors, which can be viewed as a less performance‑linked element of compensation .