Keith Suchodolski
About Keith Suchodolski
Senior Executive Vice President and Chief Operating Officer (effective July 1, 2024), previously Senior EVP & CFO (promoted July 1, 2022) and EVP & CFO (since July 1, 2018). Joined Kearny in 2013 and progressed through Controller and Chief Accounting Officer roles; holds an MBA (Finance) from Fairleigh Dickinson University and a BS from Ramapo College of New Jersey . Annual incentive performance metrics emphasize PPNR per share, non-interest expense ratio, and individual strategic goals; FY2024 payout was 18.55% of base, vs. 22.60% in FY2023 and 23.53% in FY2025, reflecting lower target levels in 2024 and program changes . Stock ownership guidelines require 2x salary for NEOs; anti-hedging/pledging policy and clawback in event of restatement are in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kearny Financial Corp. / Kearny Bank | Senior EVP & COO | 2024–present | Enterprise operations leadership; execution on efficiency and digital strategy per incentive goals . |
| Kearny Financial Corp. / Kearny Bank | Senior EVP & CFO | 2022–2024 | Finance leadership; assumed COO responsibilities during transition . |
| Kearny Financial Corp. / Kearny Bank | EVP & CFO | 2018–2022 | Led finance; long-term equity incentives (2016 and 2021 plans) . |
| Kearny Financial Corp. / Kearny Bank | SVP, Corporate Finance & Chief Accounting Officer | 2018 | Strengthened financial reporting and control environment . |
| Kearny Financial Corp. / Kearny Bank | SVP / VP, Controller | 2013–2018 | Built controllership, reporting, SOX certifications . |
| Various Mid-Atlantic financial institutions | Controller | 2005–2013 | Multi-institution controllership; industry experience since 2001 . |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | 370,373 | 409,107 | 421,381 | 446,664 |
| Target Bonus (%) | 30.00% | 40.00% | 22.50% | 22.50% |
| Target Bonus ($) | 111,112 | 163,643 | 94,811 | 100,499 |
| Actual Bonus Earned ($) | 130,260 | 92,441 | 78,161 | 105,116 |
| Actual Bonus (% of Salary) | 35.17% | 22.60% | 18.55% | 23.53% |
Performance Compensation
Annual Incentive Structure (FY 2023–FY 2025)
| Category | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Payout at Target (%) | 40.00% | 22.50% | 22.50% |
| Corporate Metric: PPNR per Share contribution (% of base) | 5.00% | 8.57% | 13.84% |
| Corporate Metric: Non-Interest Expense Ratio contribution (% of base) | 9.60% | 5.48% | 5.20% |
| Individual Metrics contribution (% of base) | 8.00% | 4.50% | 4.50% |
| Total Payout Earned (% of base) | 22.60% | 18.55% | 23.53% |
| Individual Goal Themes | Operating efficiency, technology enhancement, ESG | Core deposit growth strategy, operational efficiency, digital strategy | Not separately enumerated (program continued) |
Notes:
- FY2024 Amended Program removed Section 5(c) Performance Gate from the prior program .
Annual Incentive (FY 2022 program basis)
| Category | FY 2022 |
|---|---|
| Payout at Target (%) | 30.00% |
| Corporate Metrics: Net Income contribution (% of base) | 8.46% |
| Corporate Metrics: EPS (Basic) contribution (% of base) | 8.38% |
| Corporate Metrics: Non-Interest Expense Ratio contribution (% of base) | 7.08% |
| Individual Metrics contribution (% of base) | 11.25% |
| Total Payout Earned (% of base) | 35.17% |
Long-Term Equity Incentives (2021 Plan)
| Grant Date | Instrument | Count | Vesting / Performance Conditions |
|---|---|---|---|
| Jan 7, 2022 | Performance-Based RSUs | 9,860 | 3-year performance period (FY2022–FY2024); vest based on annual pre-tax, pre-provision EPS goals; NCO gate ≤0.50%; 0–150% payout . |
| Jan 7, 2022 | Time-Based RSUs | 9,860 | 33% per year over 3 years commencing Aug 7, 2022 . |
| Aug 7, 2022 | Performance-Based RSUs | 12,864 | 3-year performance period (FY2023–FY2025); EPS-based; NCO gate ≤0.50%; 0–150% payout . |
| Aug 7, 2022 | Time-Based RSUs | 12,864 | 33% per year over 3 years commencing Aug 7, 2023 . |
| Aug 7, 2024 | RSUs/PSUs (counts not itemized) | — | Awards issued to all NEOs under 2021 Plan; PSUs (50%) and RSUs (50%); PSUs FY2025–FY2027 EPS and NCO gate; RSUs 33% annually from Aug 7, 2025 . |
Stock Options and Outstanding Awards
| Type | Strike | Expiration | Status / Count |
|---|---|---|---|
| Stock Options | $15.35 | 12/01/2026 | 75,000 options (exercisable) . |
| Stock Options | $13.38 | 01/07/2029 | 60,000 exercisable; 15,000 unexercisable; 6,300 restricted stock tied to this grant . |
| Stock Options | $9.82 | 04/01/2025 | 6,902 options (exercisable) . |
| Restricted Stock / RSUs (unvested as of 6/30/2023) | — | — | 12,864 RSUs (time-based); 12,864 PSUs; 6,573 RSUs (time-based); 9,860 PSUs; market values disclosed at $7.05/share . |
Vesting History and Realizations:
- 2019: 6,332 shares vested ($87,340 value realized); options exercised with $113,248 value realized; shares from option exercise sold same day (indicative of near-term liquidity) .
Equity Ownership & Alignment
| As of Proxy Year | Beneficial Ownership (Total Shares) | Ownership % of SO | Components and Notes |
|---|---|---|---|
| 2021 | 163,063 | — | Includes options to acquire 96,902; 401(k) 7,196; ESOP 10,734; BEP 143 . |
| 2022 | 218,441 | — | Includes options to acquire 126,902; 401(k) 8,413; ESOP 12,831; BEP 428 . |
| 2025 | 296,648 | ~0.46% (296,648 / 64,744,523) | Includes options to acquire 150,000; 401(k) 15,626; ESOP 20,614; BEP 1,837 . |
Policies and Alignment:
- Stock ownership guidelines: 2x annual base salary for NEOs; 3-year compliance window; 50% post-vest holding requirement until met; unvested performance shares and options excluded from calculation .
- Anti-hedging and pledging policy disclosed; no pledging noted for Mr. Suchodolski in ownership footnotes (contrast: CEO Montanaro disclosed 8,748 shares pledged) .
- Clawback: Forfeiture of incentive awards in excess of restated results at Compensation Committee discretion .
Employment Terms
- Agreement: Employment Agreement dated June 15, 2022; Bank is party, Company guarantees performance; title amended to COO effective July 1, 2024 (no economic changes) .
- Term and Auto-Renewal: 3-year term, with annual renewal to maintain 3-year remaining term upon Board evaluation .
- Base Salary reference: $421,381 (FY2023); increased to $446,664 (FY2025) per proxy disclosures .
- Severance (no CIC): Involuntary termination (other than cause/disability/death): lump sum equal to base salary for remaining term, plus continued medical/dental for remaining term; Good reason resignation: lump sum equal to one year base salary .
- Change-in-Control (double-trigger within 24 months): 3x (base salary at termination or change in control, whichever higher) + 3x prior-year bonus; continued medical/dental for remaining term .
- Restrictive Covenants: Non-compete and non-solicit for 6 months post-termination (except following a change in control) .
- Governing Law: State of New Jersey .
- Clawback: Applies to incentive payouts upon restatement .
- Executive life insurance: Agreement exists; benefit ceases upon termination (for Suchodolski) under 2019/2020 disclosures .
Performance & Track Record
- Role evolution: Elevated responsibilities across finance and operations culminating in COO promotion (July 2024) .
- Incentive design migration: FY2022 corporate metrics included Net Income, Basic EPS, and Expense Ratio ; FY2023–FY2025 pivoted to PPNR per share and Expense Ratio . Program gate removed in 2024, slightly reducing structural payout hurdles .
- Financial performance snapshot (annual revenues):
Metric FY 2023 FY 2024 FY 2025 Revenues ($USD Millions) * * * Values retrieved from S&P Global.
Compensation Structure Analysis
- Shift in cash vs. equity mix: Continued issuance under 2021 Plan (50% PSUs/50% RSUs) indicates balanced at-risk equity; FY2024 grants continued (counts not itemized by NEO) .
- Options vs. RSUs: Legacy options from 2016 Plan persist; new grants under 2021 Plan are RSUs/PSUs—lower risk profile vs. options, improving retention .
- Program gate removal (FY2024): Removing section 5(c) performance gate could modestly reduce pay-for-performance rigidity; however, PSUs retain EPS/NCO hurdle framework .
- Discretion: Individual milestones comprise a meaningful component (4.5–8% of base in recent years), allowing qualitative assessment .
Vesting Schedules and Insider Selling Pressure
- RSUs (2021 Plan): 33% annual vesting from grant commencement (Aug 7, 2022 and Aug 7, 2023), with remaining tranches through Aug 7, 2025; PSUs cliff-vest at end of 3-year periods subject to EPS and NCO gate .
- Options: 20% annual vesting for legacy 2016 Plan option grants; expirations in 2025, 2026, 2029 .
- Historical selling: 2019 option exercise realized $113,248 with same-day sale of acquired shares; 6,332 shares vested with $87,340 value realized, signaling episodic liquidity events around vest/exercise .
Investment Implications
- Pay-for-performance alignment remains anchored to bank-appropriate PPNR and expense discipline; PSUs add multi-year EPS rigor and NCO gate, while removal of the annual program gate in 2024 slightly increases payout flexibility .
- Retention risk appears moderate: multi-year RSU/PSU schedules and sizable unexercised options support continued alignment; severance economics (3x salary+bonus under CIC) are protective but standard for regional banks, with a 6-month non-compete .
- Ownership alignment: 296,648 shares/rights including options, plus 401(k)/ESOP/BEP holdings and no pledging disclosed for Suchodolski; guidelines require 2x salary—positive governance stance, though compliance status not explicitly disclosed .
- Near-term trading signals: Watch scheduled RSU vesting dates (Aug 7 annually) and any Form 4 sales around vest/exercise windows; historical 2019 activity suggests potential liquidity around events .