Leopold W. Montanaro
About Leopold W. Montanaro
Leopold W. Montanaro, age 85, has served on the Boards of Kearny Financial Corp. and Kearny Bank since 2003; his current term expires in 2027. He is retired and formerly served as Chairman, President and CEO of West Essex Bancorp, Inc. and West Essex Bank (employed since 1972 until West Essex was acquired by Kearny in 2003); he also served in the U.S. Naval Submarine Service. He is the father of Kearny’s CEO, Craig L. Montanaro, and serves as a director of the KearnyBank Foundation. Core credentials include extensive bank CEO experience, prior service on the Federal Home Loan Bank of New York board, and leadership roles in New Jersey banking associations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Essex Bancorp, Inc. and West Essex Bank | Chairman, President & CEO | 1972–2003 (acquired by Kearny in 2003) | Led organization through to acquisition by Kearny; long-tenured bank operator |
| Federal Home Loan Bank of New York (board) | Director | Not specified | Regional system governance exposure and funding market familiarity |
| New Jersey Thrift and Bankers Association | Chairman, Board of Directors | Not specified | Industry leadership and policy engagement |
| U.S. Navy | Naval Submarine Service | Not specified | Discipline and leadership background |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| KearnyBank Foundation | Director | Non-profit (affiliated) | Philanthropic affiliate governance |
| Other public company boards | None | — | Company discloses no directors currently serve on other public company boards |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not independent (he is not included among directors the Board determined are independent) |
| Committee assignments | Enterprise Risk Management Committee (member) |
| Committee chair roles | None disclosed for Mr. Montanaro |
| Board attendance | Board met 18 times in FY2025; no director attended fewer than 75% of Board and committee meetings |
| Executive sessions | Two executive sessions held in FY2025 |
| Years on Board | Director since 2003; term to expire 2027 |
| Board leadership | Independent Chair separate from CEO (Chair: John J. Mazur, Jr.) |
| Other committee memberships | Not listed on Audit & Compliance, Compensation, Nominating & Corporate Governance, or Corporate Responsibility Committees |
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $106,800 |
| Stock Awards | $0 (none granted in FY2025) |
| Option Awards | $0 (none granted in FY2025) |
| Change in Pension Value | $0 (no positive change reported) |
| All Other Compensation (health/LTC premiums and imputed life insurance income) | $20,459 |
| Total | $127,259 |
Retainer framework: In FY2025, non-employee directors received quarterly retainers of $15,700 (Bank board) and $11,000 (Company board); Audit & Compliance and Compensation committee retainers were paid, while other committees (such as ERM) had no fees. Directors appointed before Dec 2022 may receive health, dental and long-term care benefits.
Director life insurance: Mr. Montanaro’s beneficiaries are entitled to a $288,553 death benefit under Director Life Insurance Agreements, subject to conditions outlined by the Company.
Performance Compensation
- No director performance-based equity awards were granted in FY2025; directors received no stock or option awards in the period.
Other Directorships & Interlocks
- Other public company directorships: None for current directors (company-wide disclosure). This reduces public-company interlock risk.
- Compensation and audit committee interlocks: Not disclosed; Mr. Montanaro is not a member of the Compensation or Audit & Compliance Committees.
Expertise & Qualifications
- Former bank Chairman/CEO with decades of operating experience and community/regulatory engagement; prior director at FHLB New York; chair of New Jersey Thrift and Bankers Association; service in the Naval Submarine Service. These credentials support risk oversight and understanding of regulatory and market environments.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 22, 2025) | 355,227 shares, including options to acquire 100,000 shares (exercisable within 60 days) |
| Ownership as % of outstanding | <1% (Company outstanding shares: 64,744,523) |
| Director stock options | As of June 30, 2025, held 100,000 vested stock options |
| Shares pledged | None disclosed for Mr. Montanaro; company anti-hedging/anti-pledging policy applies; only CEO has pledged shares (8,748) |
| Ownership guidelines | Non-employee directors must hold stock equal to 3x annual cash retainer; Company states directors comply with guidelines |
Governance Assessment
- Red flags
- Familial relationship: Mr. Montanaro is the father of CEO Craig L. Montanaro and is not independent under Nasdaq rules; this raises potential conflict and independence concerns at the full Board level. Mitigants include a majority of independent directors and separation of Chair/CEO.
- Tenure/age: Long tenure (since 2003) and age 85, highlighting succession planning considerations and potential entrenchment risk.
- Committees and risk oversight
- Serves on the Enterprise Risk Management Committee, aligning his banking background with Board-level risk oversight responsibilities.
- Attendance and engagement
- Company reports no director fell below the 75% attendance threshold; Board held 18 meetings and two executive sessions in FY2025.
- Related-party transactions
- Company reports no related-party transactions over $120,000 since the beginning of the last fiscal year (other than ordinary-course insider loans under market terms, subject to Board approval and monitoring).
- Director pay and alignment
- Compensation is primarily cash-based; no director equity grants in FY2025, though legacy options (100,000) are outstanding. Health/LTC and life insurance benefits for legacy directors (pre-Dec 2022 appointments) are modest but present; a specific director life insurance benefit applies to Mr. Montanaro. Stock ownership guidelines apply and Company states directors meet them.
- Hedging/pledging safeguards
- Anti-hedging and anti-pledging policy in place; exceptions require Board approval; only the CEO has pledged shares; no pledges disclosed for Mr. Montanaro.
Overall implications: The primary governance concern is the non-independence stemming from his familial relationship with the CEO combined with long tenure; however, the Board maintains independent leadership (separate Chair), majority independence, active committee structure, and solid meeting attendance, which partially mitigates investor concerns on board effectiveness.