Patrick M. Joyce
About Patrick M. Joyce
Patrick M. Joyce (age 60) is Executive Vice President and Chief Lending Officer of Kearny Financial Corp. and Kearny Bank, serving in this role since April 2014 after leading lending as SVP/CLO since 2002 and earlier overseeing loan originations; he joined South Bergen Savings Bank in 1985 and moved to Kearny upon its 1999 acquisition . KRNY’s incentive framework ties his annual bonus primarily to bank-level PPNR per share and non-interest expense ratio; in FY2025, KRNY delivered $26.1M GAAP net income, PPNR per share of $0.53 vs a $0.51 target, and a non-interest expense ratio of 1.58% vs 1.55% target, resulting in above-target bonus outcomes . Over the SEC pay-versus-performance window, KRNY’s cumulative TSR translated a fixed $100 investment to $100.67 in 2025 versus $192.40 for the small-cap banks peer index, contextualizing relative shareholder returns across recent years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kearny Financial/Kearny Bank | EVP & Chief Lending Officer | 2014–present | Leads lending strategy and portfolio oversight |
| Kearny Bank | SVP & Chief Lending Officer | 2002–2014 | Oversaw lending; risk and growth execution |
| Kearny Bank | VP, Loan Originations | 1999–2002 | Managed originations following acquisition |
| South Bergen Savings Bank | Assistant Corporate Secretary; Loan Originator | 1985–1999 | Originations and lending operations |
Fixed Compensation
Multi-year compensation (fiscal years ended June 30):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 359,390 | 363,188 | 374,084 |
| Stock Awards ($) | 210,219 | 156,974 | 121,792 |
| Non-Equity Incentive ($) | 76,427 | 61,476 | 77,824 |
| Change in Pension Value & NQDC Earnings ($) | 12,000 (reported as $0 per SEC rule) | 10,000 (reported as $0) | 6,000 |
| All Other Compensation ($) | 23,787 | 25,353 | 30,393 |
| Total ($) | 669,823 | 606,991 | 610,093 |
- Base salary set at $374,084 in FY2025 and $385,306 for FY2026 (+3%) .
Performance Compensation
Annual Cash Incentive (Executive Management Incentive Program – FY2025)
| Component | Metric | Weighting | Target | Actual | Payout (% of Target) | Payout (% of Base Salary) | Payout ($) |
|---|---|---|---|---|---|---|---|
| Corporate | PPNR per share | 70% of Corporate | $0.51 | $0.53 | 104.91% | 10.76% | $40,247 |
| Corporate | Non-interest expense ratio | 30% of Corporate | 1.55% | 1.58% | 98.11% | 4.04% | $15,106 |
| Individual | Market expansion, product & digital | 30% of total | 100% | 100% | 100% | 6.00% | $22,471 |
| Total | — | — | — | — | — | 20.80% | $77,824 |
- FY2025 target opportunity was 20% of base salary; corporate/individual weightings 70%/30% .
- Gates: NCOs below threshold; Net Income ≥75% of target; both achieved in FY2025 .
Long-Term Equity Incentives (2021 Equity Incentive Plan)
| Grant Type | Grant Date | Shares Granted | Vesting | Performance Metric | Payout Range | Gate |
|---|---|---|---|---|---|---|
| Performance RSUs | 8/7/2024 | 9,759 | Cliff vest on 8/7/2027 | 3-year pre-tax, pre-provision EPS | 0–150% of target | NCOs ≤0.50% over period |
| Time-based RSUs | 8/7/2024 | 9,759 | 33% on 8/7/2025, 8/7/2026, 8/7/2027 | — | — | — |
- FY2025 aggregate grant-date fair value for Joyce’s RSUs: $121,792 .
- Historical performance RSUs granted 1/7/2022 did not vest (metrics not attained) .
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 22, 2025)
| Component | Shares |
|---|---|
| Total beneficial ownership | 309,371 (less than 1% of outstanding) |
| Options (exercisable) | 150,000 |
| 401(k) Plan | 35,345 |
| ESOP | 63,341 |
| BEP (ESOP equalization) | 2,320 |
- Stock ownership guidelines: NEOs must hold shares equal to 2x annual base salary; NEOs comply .
- Anti-hedging/anti-pledging: Executives prohibited; no pledged shares for Joyce (only CEO has 8,748 shares pledged) .
Outstanding Equity Awards (as of June 30, 2025; KRNY close $6.46)
| Award | Unvested Units | Market Value ($) |
|---|---|---|
| Time-based RSUs (2024 grant) | 9,759 | 63,043 |
| Time-based RSUs (2023 grant) | 6,091 | 39,348 |
| Time-based RSUs (2022 grant) | 2,956 | 19,096 |
| Performance RSUs (2024 grant) | 9,759 | 63,043 |
| Performance RSUs (2023 grant) | 9,137 | 59,025 |
| Performance RSUs (2022 grant) | 8,870 | 57,300 |
| Stock options (exercisable) | 150,000 @ $15.35, exp. 12/1/2026 | — |
- Option exercise price ($15.35) exceeded KRNY’s $6.46 closing price on 6/30/2025, indicating these options were out-of-the-money at FY-end .
Other Ownership/Benefit Elements (FY2025)
| Item | Amount ($) |
|---|---|
| 401(k) contributions | 5,870 |
| ESOP & BEP contributions | 11,323 (incl. $595 BEP) |
| Long-term care premiums | 4,769 |
| Dividends on vested RSUs | 6,711 |
| All other compensation total | 30,393 |
Employment Terms
- Agreement: 2-year term, auto-renewal to maintain a 2-year remaining term upon annual Board review .
- Base salary under agreement: $385,306 (current) .
- Severance (no change-in-control): Involuntary termination (other than cause/disability/death) equals base salary for remaining term, lump sum + continued medical/dental; “Good reason” resignation equals one times base salary, lump sum .
- Change-in-control (double trigger): Two times total compensation earned in the most recently completed calendar year, lump sum + continued medical/dental for term; subject to 280G cutback for tax efficiency .
- Restrictive covenants: 6-month non-compete and non-solicit (except following a change in control) .
- Executive life insurance: Death benefit equal to 2x highest annual base salary in prior 3 years + $100,000; max $1.5M (benefit remains post-CIC) .
Potential Payments Upon Termination or Change in Control (as of June 30, 2025)
| Scenario | Employment Agreement ($) | Exec Life Insurance ($) | Accelerated RSU Vesting ($) |
|---|---|---|---|
| Termination for Good Reason | 374,084 | — | — |
| Termination without Cause (no CIC) | 854,365 | — | — |
| Termination without Cause (with CIC) | 1,091,633 | — | 300,855 |
| Death | 374,084 | 898,167 | 300,855 |
| Disability | 617,328 | — | 300,855 |
Compensation Structure Analysis
- Cash vs equity mix: Joyce’s stock awards declined YoY (2023: $210,219; 2024: $156,974; 2025: $121,792), while salary increased modestly and bonus rebounded in FY2025 back above FY2024 levels, signaling tighter equity grant values amid recovery in operating metrics .
- Performance metrics: Annual incentives tied to bank-specific operating levers (PPNR per share at 70% weight; expense ratio at 30%), with gates to constrain payouts, and three-year EPS-linked PSUs with credit quality gate, supporting pay-for-performance discipline .
- Governance protections: Clawback compliant with NASDAQ/SEC; anti-hedging/anti-pledging; no excise tax gross-ups; no single-trigger CIC severance .
- Shareholder support: Say-on-pay approved at 95.65% in 2024 (and >95% for six consecutive years), indicating strong external validation of structure .
- Peer benchmarking: Pearl Meyer engaged; 19-bank peer group spanning $4–$14.5B assets for market calibration .
Performance Compensation Details
| Metric | Weight | Target | Actual | Payout & Vesting |
|---|---|---|---|---|
| PPNR per share (Corporate) | 70% (of corporate) | $0.51 | $0.53 | 104.91% of target; drives 10.76% of base salary payout |
| Non-interest expense ratio (Corporate) | 30% (of corporate) | 1.55% | 1.58% | 98.11% of target; drives 4.04% of base salary payout |
| Individual goals | 30% total | 100% | 100% | 6.00% of base salary payout |
| Performance RSUs | 50% of RSU grant | 3-year EPS | n/a | Vest 8/7/2027 at 0–150% if NCOs ≤0.50% over period |
| Time-based RSUs | 50% of RSU grant | n/a | n/a | 33% vest on 8/7/2025, 8/7/2026, 8/7/2027 |
Say-on-Pay & Peer Group
- Say-on-Pay approval: 95.65% (Oct 17, 2024) .
- Compensation peer group includes: OceanFirst, Provident, ConnectOne, Lakeland, Columbia Financial, Flushing, Northfield, First of Long Island, Tompkins, NBT, Northwest, S&T, TrustCo, Peapack-Gladstone, Amalgamated, Metropolitan Bank Holding, First Commonwealth, Univest, Republic First (indicative peer calibration set) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives; Joyce has no pledged shares (only CEO disclosed pledging) .
- Options: 150,000 legacy options expiring 12/1/2026, deeply out-of-the-money at FY2025 close (strike $15.35 vs $6.46), implying low near-term exercise/selling pressure from options .
- Equity award integrity: 2022 performance RSUs did not vest due to unmet metrics, reinforcing pay-for-performance discipline .
- Related party transactions: None material (other than ordinary-course loans under written policies) .
Investment Implications
- Alignment: Joyce’s pay is anchored to operating drivers (PPNR per share, expense ratio) and three-year EPS-linked PSUs with credit-quality gating, aligning incentives with value creation/discipline; ownership guidelines and anti-pledging further support alignment .
- Selling pressure: Time-based RSUs vest annually each August 7, creating predictable liquidity events; options are out-of-the-money, reducing optionality-driven selling risk near-term .
- Retention economics: CIC severance at 2x most recent total compensation and defined severance constructs suggest moderate retention stability, with six-month non-compete, while no single-trigger mitigates windfall risk .
- Governance/trading signals: Strong say-on-pay support, clawback, and anti-hedging reduce governance risk; continued focus on PPNR/expense ratio indicates management emphasis on efficiency and core earnings quality—key signals for assessing execution under Joyce’s lending remit .