Theodore J. Aanensen
About Theodore J. Aanensen
Independent director of Kearny Financial Corp. (KRNY), age 80 as of June 30, 2025; first appointed to the Board in 1986; current term expires in 2026. Former Chairman of the Board of Kearny Bank (Jan 2000–Jan 2004) and Kearny Financial (Mar 2001–Jan 2004). Co‑owner and President (since 1982) of Aanensen’s, a luxury home remodeling and custom cabinetry company founded in 1951 in Kearny, NJ. Graduate of Upsala College; recognized for strong leadership, sales, and customer assessment skills, and long-standing knowledge of the bank’s industry and board governance practices.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kearny Bank | Chairman of the Board | Jan 2000–Jan 2004 | Led board governance; contributed leadership and policy oversight. |
| Kearny Financial Corp. | Chairman of the Board | Mar 2001–Jan 2004 | Led holding company board; strengthened governance processes. |
| Aanensen’s (luxury home remodeling and custom cabinetry) | Co‑Owner; President | President since 1982; company est. 1951 | 50+ years of business management experience; leadership, sales, customer assessment skills. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aanensen’s (private company) | Co‑Owner; President | Since 1982 | Privately held, not a public company directorship. |
| Other public company boards | — | — | Company discloses: no directors currently serve on other public company boards. |
Board Governance
- Independence: Determined independent under Nasdaq rules.
- Committee assignments:
- Compensation Committee Chair.
- Nominating & Corporate Governance Committee member.
- Board attendance: Board held 18 meetings in FY2025; all directors attended >75% of Board/committee meetings for which they were eligible. Executive sessions: two in FY2025.
- Board leadership: Separate Chair and CEO roles (Chair: John J. Mazur, Jr.; CEO: Craig L. Montanaro).
- Director training/ethics: Ongoing director training; Code of Ethics covering conflicts of interest; anti‑hedging/anti‑pledging policy for directors and executive officers.
Fixed Compensation (Director)
| Component (FY2025) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $112,800 |
| Stock Awards | $0 |
| Option Awards | $0 |
| Change in Pension Value | $0 |
| All Other Compensation (see breakdown) | $32,259 |
| Total | $145,059 |
Breakdown of All Other Compensation (FY2025):
- Health and long‑term care premiums: $23,749.
- Bank‑owned life insurance (imputed income): $8,510.
Board/committee retainer structure (context for fees):
- Quarterly retainer (non‑employee directors): $15,700 for Kearny Bank Board; $11,000 for Company Board. Audit & Compliance Committee: $1,562.50 member, $2,500 chair quarterly; Compensation Committee: $1,000 member, $1,500 chair quarterly; no fees for other committees.
Performance Compensation (Director)
| Item | Detail |
|---|---|
| FY2025 equity grants | None; no director stock awards granted in FY2025. |
| Outstanding options (as of 6/30/2025) | 100,000 vested stock options. (Strike/expiration not specified for directors in proxy.) |
| Performance metrics tied to director pay | None disclosed for directors; compensation is retainer‑based with committee fees. |
Other Directorships & Interlocks
- Public boards: Company disclosure indicates no directors (including Mr. Aanensen) currently serve on other public company boards, reducing external interlock/conflict risk.
Expertise & Qualifications
- 50+ years of business leadership; President/co‑owner of a specialty remodeling/manufacturing firm; prior Chair roles at KRNY/Kearny Bank. Brings leadership, sales, customer assessment, and broad industry/board governance understanding. Education: Upsala College.
Equity Ownership
| Ownership Detail (as of Aug 22, 2025) | Amount |
|---|---|
| Total beneficially owned shares | 246,677; less than 1% of outstanding shares. |
| Included: Stock options | 100,000 shares (exercisable within 60 days counted as beneficial). |
| Included: Spouse holdings | 11,529 shares (incl. 49 shares in spouse’s deposit reinvestment account). |
| Included: Trust for grandchild | 1,000 shares. |
| Pledged shares | None; company discloses only CEO pledging 8,748 shares, with anti‑pledging policy for directors/executives. |
| Hedging | Prohibited for directors/executives under anti‑hedging policy. |
| Director stock ownership guidelines | Required minimum: 3x annual cash retainer; directors comply with guidelines. |
Governance Assessment
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Strengths:
- Independent status, long tenure, prior board chair experience; leads Compensation Committee and serves on Nominating & Corporate Governance (key levers for pay/governance quality).
- Board structure separates Chair/CEO; strong attendance and regular executive sessions.
- Use of independent compensation consultant (Pearl Meyer) with no conflicts; pay practices include clawback, stock ownership guidelines, anti‑hedging/pledging.
- No related‑party transactions >$120,000; insider loans governed under standard terms and board‑approved with interested director abstaining.
-
Pay and alignment:
- Director compensation is cash retainer plus committee fees with modest perquisites (health/long‑term care; life insurance imputed income); no new stock awards in FY2025; options held are vested legacy awards.
- Company‑wide say‑on‑pay support for executives remained high (95.65% in Oct 2024), signaling broad shareholder confidence in Compensation Committee oversight.
-
RED FLAGS / Watch items:
- Legacy director life insurance benefits (imputed income) persist for certain directors, including Mr. Aanensen; while modest, investors may scrutinize non‑cash perquisites.
- Very long tenure (since 1986) can raise questions about independence from management over time; mitigated by formal independence determination, committee leadership, and anti‑hedging/pledging controls.
Overall, current disclosures suggest no material conflicts, solid committee leadership and governance hygiene, with alignment mechanisms (ownership guidelines, clawbacks) and high shareholder support for pay practices.