Sean Byrnes
About Sean Byrnes
Executive Vice President and Chief Financial Officer of Kearny Financial Corp. and Kearny Bank since July 2024; previously EVP & Deputy CFO (July 2023–July 2024) and SVP & Chief Accounting Officer (since 2020). Age 48 as of June 30, 2025; MBA (Pace University), BS (Ithaca College); Certified Public Accountant (NJ) and CFA charterholder. Prior senior finance roles at Amboy Bank, Cantor Commercial Real Estate, and Prudential Financial. FY2025 corporate bonus metrics emphasized pre-tax, pre-provision net revenue (PPNR) per share and cost discipline; Company reported Net Income of $26.1M and PPNR/share of $0.53, while TSR underperformed the small-cap bank peer index over the SEC “Pay vs Performance” lookback .
| FY2025 Performance Snapshot | Value |
|---|---|
| Net Income ($000s) | 26,075 |
| PPNR per share | $0.53 |
| TSR value of initial $100 investment | $100.67 |
| Peer group TSR value of $100 | $192.40 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kearny Bank | EVP & Deputy CFO | Jul 2023–Jul 2024 | Transition stewardship, balance sheet and planning processes |
| Kearny Bank | SVP & Chief Accounting Officer | 2020–2023 | Led accounting, reporting, controls |
| Amboy Bank | Senior finance roles | — | Bank finance and operations experience |
| Cantor Commercial Real Estate | Senior finance roles | — | CRE capital markets/finance exposure |
| Prudential Financial | Senior finance roles | — | Large-scale financial reporting and planning |
External Roles
- No public company board roles disclosed in the proxy biography for Byrnes .
Fixed Compensation
| Component | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
| Base Salary ($) | 260,016 | 315,000 | 340,000 |
| Target Annual Incentive (% of base) | 20.00% | 20.00% | — |
| Actual Annual Incentive (% of base) | — | 20.80% | — |
| Actual Annual Incentive ($) | — | 65,532 | — |
| All Other Compensation (FY2025) | Amount ($) |
|---|---|
| 401(k) company contributions | 9,753 |
| Bank-owned life insurance (imputed income) | 588 |
| ESOP & ESOP BEP company contributions | 8,940 |
| Dividends on vested stock units | 5,220 |
| Other/perquisites | — |
| Total “All Other Compensation” | 24,501 |
Performance Compensation
Executive Management Incentive Program for FY2025: Corporate metrics (70% weight) + Individual goals (30% weight). Corporate metrics were PPNR per share (70% of corporate component) and non-interest expense ratio (30%) with performance gates on NCOs and Net Income (both achieved) .
| Metric | Weighting | Target | Actual | Component Payout vs Target | Earned % of Base |
|---|---|---|---|---|---|
| PPNR per share | 70% of corporate | $0.51 | $0.53 | 104.91% | 10.76% |
| Non-interest expense ratio | 30% of corporate | 1.55% | 1.58% | 98.11% | 4.04% |
| Individual goals (Balance sheet strategy; digital strategy; planning & forecasting) | 30% total incentive | 100% | 100% | Capped at target | 6.00% |
| Total | — | — | — | — | 20.80% |
Long-Term Equity Awards under 2021 Plan (grant date Aug 7, 2024; grant-date price $6.24): 50% PSUs (3-year performance on pre-tax, pre-provision EPS with NCOs ≤0.50% gate) and 50% time-based RSUs (33% vest on Aug 7, 2025/2026/2027) .
| FY2025 LTI Grants (Aug 7, 2024) | Shares | Grant-Date Fair Value ($) |
|---|---|---|
| Performance-based RSUs (target) | 8,218 | — (included below) |
| Time-based RSUs | 8,218 | — (included below) |
| Total stock awards (grant-date fair value) | — | 102,561 |
Equity Ownership & Alignment
- Stock ownership guidelines: 2x base salary for non-CEO NEOs; five years to comply; 50% of net shares from vestings must be retained until in compliance. Company states NEOs comply with guidelines .
- Anti-hedging and anti-pledging policy for directors and executive officers; only CEO has pledged shares (8,748). No pledging disclosed for Byrnes .
| Beneficial Ownership (as of Aug 22, 2025) | Shares |
|---|---|
| Total beneficially owned | 41,927 (includes holdings below) |
| 401(k) Plan | 3,816 |
| ESOP | 4,323 |
| Percent of outstanding | <1% (Company notation) |
| Outstanding Equity Awards (as of Jun 30, 2025) | Count | Market Value ($) |
|---|---|---|
| Unvested RSUs (2024 grant) | 8,218 | 53,088 (at $6.46) |
| Unvested RSUs (prior grant) | 4,360 | 28,166 |
| Unvested RSUs (prior grant) | 2,362 | 15,259 |
| Unearned PSUs (2024 grant) | 8,218 | 53,088 |
| Unearned PSUs (prior grant) | 6,541 | 42,255 |
| Stock options | None disclosed |
| Vesting Schedule (RSUs) | Dates/Terms |
|---|---|
| Time-based RSUs (all grants) | 33% annually on Aug 7, 2025; Aug 7, 2026; Aug 7, 2027 (earlier 33% tranches vest on the first two dates as applicable) |
| Performance RSUs (PSUs) | Cliff vest on Aug 7, 2027 based on 3-year pre-tax, pre-provision EPS goals; NCOs gate ≤0.50% over period |
| FY2025 Stock Vesting Activity | Shares Vested | Value Realized ($) |
|---|---|---|
| RSUs (time-based) | 6,526 | 45,942 |
Employment Terms
| Agreement / Provision | Key Terms | Quantified FY2025 Illustrative Payments |
|---|---|---|
| Change-in-Control Agreement (Byrnes) | If change in control followed within 24 months by involuntary termination (other than cause) or termination for good reason: lump sum severance equal to 2x base salary + 2x bonus (prior fiscal year); continued medical/dental for ~2 years; Section 280G cutback if needed | Termination without cause with change in control: $718,024 (incl. estimated benefits); RSU acceleration: $191,856; Death benefit under exec life insurance: $780,000 |
| Executive Life Insurance | Beneficiary entitled to death benefit (structure similar to Joyce/Suchodolski agreements; benefit ceases on termination); quantified potential payment for Byrnes shown below | Death: $780,000 |
| Equity Award Treatment | Unvested RSUs/PSUs vest upon certain events including change in control followed by qualifying termination, death or disability (per plan terms) | RSU acceleration value shown above |
| Clawback Policy | SEC/Nasdaq-compliant clawback of incentive-based compensation after accounting restatements; additional misconduct-related clawbacks under 2021 Plan; awards cancellable for cause | Policy in place |
| Insider Trading Controls | Pre-clearance required for Section 16 insiders; blackout periods apply | Policy in place |
| Anti-hedging / Anti-pledging | Hedging and pledging prohibited for directors/executive officers; only CEO has pledged shares; no pledging disclosed for Byrnes | Policy in place |
Investment Implications
- Pay-for-performance alignment: Bonus structure is heavily tied to PPNR/share and cost efficiency with hard gates on credit losses and Net Income, and LTI is majority performance-based (EPS over three years with an NCOs gate). This design aligns CFO incentives with earnings quality, credit discipline, and efficiency that directly affect valuation and capital generation .
- Retention and selling pressure: Byrnes has multi-year RSUs (next vest tranches on Aug 7, 2026 and 2027) and PSUs that cliff vest in 2027, creating steady retention hooks and potential periodic selling pressure around vest dates, though pre-clearance and blackout policies constrain timing .
- Ownership alignment: Beneficial ownership is 41,927 shares (<1%), with compliance to 2x salary ownership guidelines; no pledging. Alignment is supported by ongoing RSU/PSU grants but near-term skin-in-the-game remains modest relative to float .
- Downside risk controls and protections: Robust clawback framework and performance gates mitigate risk-taking; change-in-control protection (2x salary + 2x bonus) offers retention value but may modestly elevate cost in a sale scenario. No options outstanding reduces incentive for high-beta risk taking .
Say-on-pay support was 95.65% in 2024, suggesting investor acceptance of the pay design that will govern Byrnes’ tenure .