Thomas D. DeMedici
About Thomas D. DeMedici
Thomas D. DeMedici is Executive Vice President and Chief Credit Officer (CCO) of Kearny Financial Corp. and Kearny Bank, appointed to the EVP/CCO role in June 2017 after serving as SVP/CCO since September 2010; he is 64 as of June 30, 2025 and has over 35 years of banking and lending experience, including prior executive roles (President & COO; EVP/CLO) at other banking institutions . Company performance during his recent tenure included FY2025 net income of $26.075 million versus a FY2024 net loss of $86.667 million; the Company’s TSR value of an initial $100 investment was $100.67 in FY2025 (vs $89.85 in FY2024), and PPNR per share improved to $0.53 in FY2025 from $(1.19) in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kearny Financial Corp./Kearny Bank | Executive Vice President, Chief Credit Officer | 2017–present | Senior executive oversight of credit risk and portfolio quality; leadership across lending risk disciplines |
| Kearny Bank | Senior Vice President, Chief Credit Officer | 2010–2017 | Built and led credit function; underwriting standards and portfolio monitoring |
| Other banking institutions | President & COO; EVP/Chief Lending Officer | Not disclosed | Senior operating and lending leadership roles at prior institutions |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 326,115 | 344,021 | 347,656 |
| All Other Compensation ($) | 54,145 | 44,947 | 51,213 |
Notes:
- “All Other Compensation” in FY2024 includes: $11,727 401(k) company contributions, $1,722 bank-owned life insurance, $11,028 ESOP/BEP contributions, $21,336 dividends on vested stock units, $5,400 automobile allowance .
Performance Compensation
Annual Incentive (Executive Management Incentive Program) – FY2024
| Metric | Weighting | Target | Actual | Payout Component (as % of base salary) |
|---|---|---|---|---|
| Corporate: PPNR per share | 49% of total (70% of corporate; corporate=70% of total) | $0.75 | $0.63 | 6.66% |
| Corporate: Non-interest expense ratio | 21% of total (30% of corporate; corporate=70% of total) | 1.51% | 1.49% | 4.26% |
| Individual goals | 30% of total | 100% of target | 100% of target | 6.00% |
| Total payout | — | — | — | 16.93% (=$58,847 on $347,656 base) |
Gates: Net income ≥50% and ≥75% of target and NCOs below threshold were achieved; individual payouts capped at target level .
Long-Term Equity – 2021 Equity Incentive Plan (granted Aug 7, 2023)
| Award Type | Grant Date | Shares Granted | Performance Metric | Gate | Vesting |
|---|---|---|---|---|---|
| Performance-based RSUs | Aug 7, 2023 | 8,746 | 3-year pre-tax, pre-provision EPS (0–150% payout) | NCOs ≤0.50% over period | Cliff at Aug 7, 2026 (subject to performance) |
| Time-based RSUs | Aug 7, 2023 | 8,746 | Time-based | — | 33% per year on Aug 7, 2024/2025/2026 |
Additional context: Company disclosed that certain Jan 7, 2022 performance-based RSUs did not vest in FY2025 because performance metrics were not attained (reducing equity payout pressure) .
Equity Ownership & Alignment
| Category | Amount | Detail/Notes |
|---|---|---|
| Beneficial ownership (Aug 19, 2024) | 284,301 shares (<1% of outstanding) | Includes: options to acquire 150,000; 39,658 shares in 401(k); 23,307 ESOP; 722 BEP |
| Unvested time-based RSUs (Jun 30, 2024) | 16,815 units | 8,746 (2023 grant), 5,660 (prior grant), 2,409 (earlier grant) |
| Unearned performance RSUs (Jun 30, 2024) | 24,464 units | 8,746 (2023 grant), 8,491 (prior grant), 7,227 (earlier grant) |
| Options – exercisable | 150,000 | 100,000 @ $15.35 exp 12/1/2026; 50,000 @ $13.38 exp 1/7/2029 |
| Options – recent stock price vs strikes | $6.15 close (6/30/2024) vs $13.38/$15.35 | Strikes well above recent close, limiting near-term monetization |
| Vested stock units in FY2024 | 15,240 shares vested; $153,147 value realized | Time-based RSU vesting and dividend equivalents |
| Pledging/Hedging | Prohibited; no pledging by executives other than CEO (8,748 shares) | Anti-hedging/pledging policy; only CEO had pledged shares; none indicated for DeMedici |
| Ownership guidelines | 2x base salary for NEOs; 5-year compliance window | Company reports NEOs comply within approved grace period |
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement type/term | Employment agreement with Kearny Bank; two-year term with annual auto-renewal subject to performance review |
| Current base salary in agreement | $358,086 (FY2025 schedule) |
| Severance (involuntary, no CIC) | Lump sum equal to base salary for remaining term; continued medical/dental for remaining term |
| Severance (good reason, no CIC) | Lump sum equal to one year base salary |
| Change-in-control (double trigger) | 2x base salary plus 2x the greater of: highest annual cash incentive in prior two years OR target annual incentive for year of termination; continued benefits |
| Non-compete / non-solicit | 6 months post-termination (except following CIC) |
| Executive life insurance | Death benefit = 2x highest annual base salary in prior 3 years + $100,000; max $1.5M; remains in effect after CIC |
| Potential payouts (as of 6/30/2024) | Termination for good reason: $347,656; Termination without cause (no CIC): $795,237; Termination w/ CIC: $1,024,625; Death: $347,656 + $845,312 life insurance; Disability: $573,632; RSU acceleration under qualifying events: $253,866 |
| Clawback | SEC/Nasdaq-compliant clawback on incentive-based pay after restatements; equity subject to cancellation for cause |
| Tax gross-ups | Company policy: no excise tax gross-ups; agreements include Section 280G cutback language to avoid excise tax |
Investment Implications
- Pay-for-performance alignment: Annual incentive weighting emphasizes PPNR per share (70% of corporate) and expense efficiency (30%), with gates on net income and net charge-offs; DeMedici’s FY2024 payout was 16.93% of base vs a 20% target, reflecting under-target PPNR despite cost control—supports disciplined risk/credit posture but moderates cash incentive leverage .
- Equity and selling pressure: Time-based RSUs vest over three years and performance RSUs carry NCO gates and 0–150% range; disclosure that certain older performance RSUs did not vest underscores performance-contingent equity realization. His option strikes ($13.38/$15.35) are well above the 6/30/2024 close ($6.15), reducing near-term exercise/sale pressure .
- Alignment and risk controls: Anti-hedging/pledging policy (no pledging by DeMedici), stock ownership guidelines (2x salary) with compliance, and clawbacks strengthen alignment; non-compete/non-solicit plus retention via equity vesting mitigate departure/retention risk .
- Change-in-control economics: Double-trigger CIC terms at 2x salary plus incentive multiple and RSU acceleration create moderate payout risk if a transaction occurs; current quantified CIC/termination payouts provide transparency for scenario analysis .
Overall, compensation structure for the CCO ties payout to credit-sensitive profitability and cost discipline, with multi-year equity vesting and stringent risk policies; options’ high strikes and performance-gated RSUs temper immediate selling pressure while providing retention, and CIC protections are meaningful but not excessive relative to peers .