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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1
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2019 Proxy Statement
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1.
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Election of 12 directors;
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2.
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Ratification of the appointment of KPMG LLP as Valley's independent registered public accounting firm for the fiscal year ending December 31, 2019;
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3.
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An advisory vote on executive compensation; and
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4.
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A shareholder proposal if properly presented at the Annual Meeting.
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Ira Robbins
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Gerald H. Lipkin
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President and Chief Executive Officer
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Chairman
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PAGE
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•
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Item 1 – FOR the election of each of the
12
nominees for director named in this proxy statement;
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2019 Proxy Statement
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1
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•
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Item 2 – FOR the ratification of the appointment of KPMG LLP;
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•
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Item 3 – FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
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•
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Item 4 – AGAINST the shareholder proposal.
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Delivery of a properly executed, later-dated proxy; or
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•
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A written revocation of your proxy.
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•
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To be elected to a new term, directors must receive a majority of the votes cast (the number of shares voted "FOR" a nominee must exceed the number of shares voted "AGAINST" the nominee). Abstentions and broker non-votes are not counted as votes cast and have no effect on the election of a director. If there is a contested election (which is not the case in 2019), directors would be elected by a plurality of votes cast at the Annual Meeting.
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•
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The ratification of the appointment of KPMG LLP will be approved if a majority of the votes cast are voted FOR the proposal. Abstentions and broker non-votes are not counted as votes cast and will have no impact on the outcome.
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The advisory vote on executive compensation will be approved if a majority of the votes cast are voted
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2
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2019 Proxy Statement
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•
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The shareholder proposal will be approved if a majority of the votes cast are voted FOR the proposal. Abstentions and broker non-votes are not counted as votes cast and will have no impact on the outcome.
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2019 Proxy Statement
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3
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•
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experience;
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•
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integrity;
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judgment;
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•
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a collaborative approach in working with other directors; and
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•
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the time commitment available to the Company from the nominee.
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Director Experience
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Business/Market Knowledge
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12
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CEO/Business Head
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10
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Finance, Audit & Tax
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6
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Financial Services Industry
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5
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Banking or Bank Regulatory
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4
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Risk Management
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2
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Public Company Finance/Accounting
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2
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Public Company Corporate Governance
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2
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Capital Markets
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1
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Director Tenure 2019
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< 5 Years
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3
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5-10 Years
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2
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10-20 Years
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4
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20+ Years
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3
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4
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2019 Proxy Statement
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Ira Robbins, 44
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President and Chief Executive Officer of Valley National Bancorp and Valley National Bank.
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Director since: 2018
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Mr. Robbins joined Valley in 1996 as part of the Bank's Management Associate Program and has held several key positions throughout the Bank for over 20 years. In 2009, he was awarded the title of First Senior Vice President and Treasurer and he was promoted to Executive Vice President in 2013. In 2016, Mr. Robbins was recognized for his invaluable contributions to the Bank’s growth with a promotion to Senior Executive Vice President. In 2017, he was appointed as President of Valley National Bank and assumed the role of President and CEO of the Company and Valley National Bank in 2018. Mr. Robbins serves as a board member for the Jewish Vocational Service of MetroWest NJ (JVS) and is also a member of the Morris Habitat for Humanity Leadership Council. He is an active supporter of several other philanthropic organizations throughout the community as well. Mr. Robbins received a Bachelor of Science Degree in Finance and Economics from Susquehanna University and received his Masters of Business Administration Degree in Finance from Pace University. He is also a graduate of the Stonier Graduate School of Banking. Mr. Robbins' education, his over 20 years of experience in banking in conjunction with his leadership ability make him a valuable member of our Board of Directors.
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Andrew B. Abramson, 65
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President and Chief Executive Officer, Value Companies, Inc. (a real estate development and property management firm).
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Director since: 1994
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Mr. Abramson is a licensed real estate broker in the States of New Jersey and New York. He graduated from Cornell University with a Bachelor’s Degree, and a Master’s Degree, both in Civil Engineering. With 39 years as a business owner, an investor and developer in real estate, he brings management, financial, and real estate market experience and expertise to Valley’s Board of Directors.
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Peter J. Baum, 63
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Chief Financial Officer and Chief Operating Officer, Essex Manufacturing, Inc. (manufacturer, importer and distributor of consumer products).
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Director since: 2012
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Mr. Baum joined Essex Manufacturing, Inc. in 1978 as an Asian sourcing manager. Essex Manufacturing, Inc. has been in business over 60 years and imports various consumer products from Asia. Essex distributes these products to large retail customers in the U.S. and globally. Mr. Baum graduated from The Wharton School at the University of Pennsylvania in 1978 with a B.S. in Economics. Mr. Baum brings over 40 years of business experience including as a business owner for 20 years. Mr. Baum also brings financial experience and expertise to Valley’s Board of Directors. Mr. Baum appears on CNBC (US & Asia) providing commentary on Asia developments.
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2019 Proxy Statement
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5
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Eric P. Edelstein, 69
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Consultant.
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Director since: 2003
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Mr. Edelstein is a former Director of Aeroflex, Incorporated and Computer Horizon Corp.; former Executive Vice President and Chief Financial Officer of Griffon Corporation (a diversified manufacturing and holding company), and a former Managing Partner at Arthur Andersen LLP (an accounting firm). Mr. Edelstein was employed by Arthur Andersen LLP for 30 years and held various roles in the accounting and audit division, as well as the management consulting division. He received his Bachelor’s Degree in Business Administration and his Master’s Degree in Professional Accounting from Rutgers University. With 32 years of experience as a practicing CPA and as a management consultant, Mr. Edelstein brings in-depth knowledge of generally accepted accounting and auditing standards as well as a wide range of business expertise to our Board. He has worked with audit committees and boards of directors in the past and provides Valley’s Board of Directors with extensive experience in auditing and preparation of financial statements.
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Graham O. Jones, 74
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Partner and Attorney, law firm of Jones & Jones.
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Director since: 1997
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Mr. Jones has been practicing law since 1969, with an emphasis on banking law since 1980. He has been a Partner of Jones & Jones since 1982 and served as the former President and Director of Hoke, Inc., (manufacturer and distributor of fluid control products). He was a Director and General Counsel for 12 years at Midland Bancorporation, Inc. and Midland Bank & Trust Company. Mr. Jones was a partner at Norwood Associates II for 10 years and was a
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President and Director for Adwildon Corporation (bank holding company). Mr. Jones received his Bachelor’s Degree from Brown University and his Juris Doctor Degree from the University of North Carolina School of Law. With his business and banking affiliations, including partnerships and directorships, as well as professional and civic affiliations, he brings a long history of banking law expertise and a variety of business experience and professional achievements to Valley’s Board of Directors.
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Michael L. LaRusso, 73
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Financial Consultant.
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Director since: 2004
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Mr. LaRusso is a former Executive Vice President and a Director of Corporate Monitoring Group at Union Bank of California. He held various positions as a federal bank regulator with the Comptroller of the Currency for 23 years and assumed a senior bank executive role for 15 years in large regional and/or multinational banking companies (including Wachovia, Citicorp and Union Bank of California). He holds a Bachelor’s Degree in Finance from Seton Hall University and he is also a graduate of the Stonier School of Banking. Mr. LaRusso’s extensive management and leadership experience with these financial institutions positions him well to serve on Valley’s Board of Directors.
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6
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2019 Proxy Statement
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Marc J. Lenner, 53
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Chief Executive Officer and Chief Financial Officer of Lester M. Entin Associates (a real estate development and management company).
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Director since: 2007
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Mr. Lenner became the Chief Executive Officer and Chief Financial Officer at Lester M. Entin Associates in January 2000 after serving in various other executive positions within the company. He has experience in multiple areas of commercial real estate markets throughout the country (with a focus in the New York tri-state area), including management, acquisitions, financing, development and leasing. Mr. Lenner is the Co-Director of a charitable foundation where he manages a multi-million dollar equity and bond portfolio. Prior to Lester M. Entin Associates, he was employed by Hoberman Miller Goldstein and Lesser, P.C., an accounting firm. He attended Muhlenberg College where he earned a Bachelor’s Degree in both Business Administration and Accounting. With Mr. Lenner’s financial and professional background, he provides management, finance and real estate experience to Valley’s Board of Directors.
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Gerald H. Lipkin, 78
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Chairman of the Board
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Director since: 1986
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Other directorships: Federal Reserve Bank of New York (FRBNY); Federal Home Loan Bank of New York (FHLBNY)
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Mr. Lipkin began his career at Valley in 1975 as a Senior Vice President and lending officer, and has spent his entire business career directly in the banking industry. He became CEO and Chairman of Valley in 1989. Prior to joining Valley, he spent 13 years in various positions with the Comptroller of the Currency as a bank examiner and then Deputy Regional Administrator for the New York region. Mr. Lipkin was elected a Class A director to the Federal Reserve Bank of New York in 2013. He serves on the Federal Home Loan
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Bank of New York’s Board as a Member Director representing New Jersey for a four year term that commenced on January 1, 2018. Mr. Lipkin is a graduate of Rutgers University where he earned a Bachelor’s Degree in Economics. He received a Master’s Degree in Business Administration in Banking and Finance from New York University. He is also a graduate of the Stonier School of Banking. Mr. Lipkin’s education, his over 53 years of experience in lending and commercial banking in conjunction with his leadership ability make him a valuable member of our Board of Directors.
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Suresh L. Sani, 54
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President, First Pioneer Properties, Inc. (a commercial real estate management company).
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Director since: 2007
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Mr. Sani is a former associate at the law firm of Shea & Gould. As president of First Pioneer Properties, Inc., he is responsible for the acquisition, financing, developing, leasing and managing of real estate assets. He has over 27 years of experience in managing and owning commercial real estate in Valley’s lending market area. Mr. Sani received his Bachelor’s Degree from Harvard College and a Juris Doctor Degree from the New York University School of Law. He brings a legal background, small business network management and real estate expertise to Valley’s Board of Directors.
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2019 Proxy Statement
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7
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Melissa (Lisa) J. Schultz, 57
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Director since: 2019
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Ms. Schultz retired as co-head of Capital Markets at Keefe, Bruyette & Woods, a Stifel Company, as of year-end 2018. She joined KBW as part of the merger between Stifel Financial and Keefe, Bruyette. She joined Stifel as part of the merger between Stifel and Ryan, Beck & Co, where she was the Director of Equity and Fixed Income Capital Markets. During her tenure, she has had primary responsibility for raising billions of dollars of capital for US depository institutions. She started her career at Drexel Burnham Lambert in 1983. She received her Bachelor’s Degree from Simmons College in 1983. With Ms. Schultz’s experience, she brings expertise in strategic positioning, investor perspective, capital alternatives and the financial services markets to the Board of Directors.
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Jennifer W. Steans, 55
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President and CEO, Financial Investments Corporation, ("FIC"), a private asset management firm.
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Director since: 2018
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Other directorships: MB Financial, Inc.; USAmeriBancorp, Inc.
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Ms. Steans is the President and CEO of Financial Investments Corporation (“FIC”), a private asset management firm, where she oversees private equity investments and the Steans Family Office operations. Ms. Steans served as the Chairman of USAmeriBancorp, Inc., from its organization in 2006 until it was acquired by Valley on January 1, 2018. Ms. Steans also served as a director of MB Financial, Inc. (MBFI), a publicly traded regional bank holding company located in Chicago, from August 2014 until January 1, 2018 when she resigned to become a director of Valley. From 2008 until it was acquired by MB Financial in August 2014, Ms. Steans served as a director of Cole Taylor Bank and Taylor Capital. She is a director of a variety of privately held entities including Provest Holdings, LLC, Centerline Solutions, and Catastrophe Solutions International. In addition, she serves on the Advisory Board for Carlyle Asia Growth Partners III, LP, Laramar Multi-Family Value Fund, Resource Land Fund, and Siena Capital Partners. Ms. Steans also serves on a number of nonprofit entities, including the Chicago Foundation for Women, Kellogg Advisory Board, and RUSH University Medical Center. Ms. Steans received a BS from Davidson College and an MBA from The Kellogg School of Management at Northwestern University. Ms. Steans brings to the Board a strong financial background, experience and knowledge about banking strategy from serving on the boards of other bank holding companies and diverse business experience from her service as a director of private companies.
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8
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2019 Proxy Statement
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Jeffrey S. Wilks, 59
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Principal and Executive Vice President of Spiegel Associates (a real estate ownership and development company).
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Director since: 2012
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Other directorships: State Bancorp, Inc.
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Mr. Wilks served as a director of State Bancorp, Inc. from 2001 to 2011 and was appointed to Valley’s Board of Directors in connection with Valley’s acquisition of State Bancorp, Inc., effective January 1, 2012. From 1992 to 1995 Mr. Wilks was an Associate Director of Sandler O’Neill, an investment bank specializing in the banking industry. Prior to that, Mr. Wilks was a Vice President of Corporate Finance at NatWest USA and Vice President of NatWest USA Capital Corp. and NatWest Equity Corp., each an investment affiliate of NatWest USA. Mr. Wilks serves on the board of directors of the New Cassell Business Association, is a member of the Board of Trustees of Central Synagogue, New York, is a member of the board of the Museum at Eldridge Street, and is a member of the Board of City Parks Foundation. Mr. Wilks served as Director of the Banking and Finance Committee of the UJA - Federation of New York from 1991 to 2001. Mr. Wilks earned his BSBA in Accounting and Finance from Boston University. Mr. Wilks brings experience in banking, finance and investments to Valley’s Board of Directors.
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RECOMMENDATION ON ITEM 1
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THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINATED SLATE OF DIRECTORS.
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2019 Proxy Statement
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9
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RECOMMENDATION ON ITEM 2
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THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS VALLEY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019.
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10
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2019 Proxy Statement
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•
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reviewed and discussed Valley’s audited financial statements with management and KPMG;
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•
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discussed with KPMG the scope of its services, including its audit plan;
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•
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reviewed Valley’s internal control procedures;
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•
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discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, adopted by the Public Company Accounting Oversight Board;
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•
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received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and discussed with KPMG their independence from management and Valley; and
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•
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approved the audit and non-audit services provided during fiscal year
2018
by KPMG.
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Eric P. Edelstein, Chairman
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Andrew B. Abramson
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Peter J. Baum
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Pamela R. Bronander
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Michael L. LaRusso
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Suresh L. Sani
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Jeffrey S. Wilks
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2019 Proxy Statement
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11
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•
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A loan made by the Bank to a director, his or her immediate family or an entity affiliated with a director or his or her immediate family, or a loan personally guaranteed by such persons if such loan (i) complies with federal regulations on insider loans, where applicable; and (ii) is not classified by the Bank’s credit risk department or independent loan review department, or by any bank regulatory agency which supervises the Bank;
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12
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2019 Proxy Statement
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•
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A deposit, trust, insurance brokerage, investment advisory, or similar customer relationship between Valley or its subsidiaries and a director, his or her immediate family or an affiliate of his or her immediate family if such relationship is on customary and usual market terms and conditions;
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•
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The employment by Valley or its subsidiaries of any immediate family member of the director if the family member serves below the level of a senior vice president;
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•
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Annual contributions by Valley or its subsidiaries to any charity or non-profit corporation with which a director is affiliated if the contributions do not exceed an aggregate of $30,000 in any calendar year;
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•
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Purchases of goods or services by Valley or any of
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•
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Purchases of goods or services by Valley, or any of its subsidiaries, from a director or a business in which the director or his or her spouse or minor children is a partner, shareholder or officer if the annual aggregate purchases of goods or services from the director, his or her spouse or minor children or such business in the last calendar year does not exceed the greater of $200,000 or five percent (5%) of the gross revenues of the business.
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2019 Proxy Statement
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13
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•
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Shareholders or interested parties wishing to communicate with the Board of Directors, the non-management or independent directors, or with the Lead Director should send any communication to Valley National Bancorp, Corporate Secretary, at
1455 Valley Road, Wayne, NJ 07470
. Any such communication should state the number of shares owned by the shareholder.
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•
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The Corporate Secretary will forward such communication to the Board of Directors or, as appropriate, to the particular committee chairman or to the Lead Director, unless the communication is a personal or similar grievance, a shareholder proposal or related communication, an abusive or inappropriate communication, or a communication not related to the duties or responsibilities of the Board of Directors in which case the Corporate Secretary has the authority to determine the appropriate disposition of the communication. All such communications will be kept confidential to the extent possible.
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The Corporate Secretary will maintain a log and copies of all such communications for inspection and review by any Board member or by the Lead Director, and will regularly review all such communications with the Board or the appropriate committee chairman or with the Lead Director at the next meeting.
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Reviewing the scope and results of the audit with Valley’s independent registered public accounting firm;
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•
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Reviewing with management and Valley’s independent registered public accounting firm Valley’s interim and year-end operating results including SEC periodic reports and press releases;
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Considering the appropriateness of the internal accounting and auditing procedures of Valley;
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•
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Considering the independence of Valley’s independent registered public accounting firm;
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Overseeing the internal audit function;
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Reviewing the significant findings and recommended action plans prepared by the internal audit function, together with management’s response and follow-up; and
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14
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2019 Proxy Statement
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•
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Reporting to the full Board on significant matters coming to the attention of the Audit Committee.
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Director qualifications and standards;
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•
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Director responsibilities;
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Director orientation and continuing education;
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Limitations on Board members serving on other boards of directors;
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Director access to management and records;
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Criteria for the annual self-assessment of the Board, and its effectiveness; and
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Responsibilities of the Lead Director.
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2019 Proxy Statement
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15
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•
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The maximum age for an individual to join the Board is age 65, except that such limitation is inapplicable to a person who, when elected or appointed, is a member of senior management, or who was serving as a member of the Board of Directors of another company at the time of its acquisition by Valley;
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•
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A director is eligible for reelection if the director has not attained age 76 before the time of the annual meeting of the Company’s shareholders. However, the Board in its discretion may extend this age limit for not more than one year at a time for any director, if the Board determines that the director’s service for an additional year will sufficiently benefit the Company;
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Each Board member must demonstrate that he or she is able to contribute effectively regardless of age;
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Each Board member must be a U.S. citizen and comply with all qualifications set forth in 12 USC §72;
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A majority of the Board members must maintain their principal residences in the states in which the Bank has branch offices or within 100 miles from the Bank's principal office;
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•
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Each Board member must own a minimum of 20,000 shares of our common stock of which 5,000 shares must be in his or her own name (or jointly with the director’s spouse) and none of these 20,000 shares may be pledged or hypothecated;
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•
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Unless there are mitigating circumstances (such as medical or family emergencies), any Board member who attends less than 85% of the Board and assigned committee meetings for two consecutive years, will not be nominated for re-election;
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•
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Each Board member must prepare for meetings by reading information provided prior to the meeting. Each Board member should participate in meetings,
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16
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2019 Proxy Statement
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•
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Each Board member is expected to be above reproach in their personal and professional lives and their financial dealings with Valley, the Bank and the community;
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•
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If a Board member (a) has his or her integrity challenged by a governmental agency (indictment or conviction), (b) files for personal or business bankruptcy, (c) materially violates Valley’s Code of Conduct and Ethics, or (d) has a loan made to or guaranteed by the director classified as doubtful, the Board member shall resign upon the request of the Board. If a loan made to a director or guaranteed by a director is classified as substandard and not repaid within six months, the Board may ask the director to resign;
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•
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No Board member may serve on the board of any other bank or financial institution or on more than two boards of other public companies while a member of Valley’s Board without the approval of Valley’s Board of Directors;
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•
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Board members should understand basic financial principles and represent a variety of areas of expertise and diversity in personal and professional backgrounds and experiences;
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•
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Each Board member should be an advocate for the Bank within the community; and
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•
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To the extent it is convenient, it is expected that the Bank will be utilized by the Board member for his or her personal and business affiliations.
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•
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Appropriate mix of educational background, professional background and business experience to make a significant contribution to the overall composition of the Board;
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•
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Whether the candidate would be considered a financial expert or financially literate as described in SEC and NASDAQ rules;
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•
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Whether the candidate would be considered independent under NASDAQ rules;
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•
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Demonstrated character and reputation, both personal and professional, consistent with that required for a bank director;
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•
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Willingness to apply sound and independent business judgment;
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•
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Ability to work productively with the other members of the Board;
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•
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Availability for the substantial duties and responsibilities of a Valley director; and
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Meets the additional criteria set forth above and in Valley’s Corporate Governance Guidelines.
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2019 Proxy Statement
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17
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Name
|
Fees Earned
or Paid in Cash (2) |
Stock
Awards (3) |
Change in Pension
Value and Non- Qualified Deferred Compensation Earnings (4) |
All Other
Compensation (5) |
Total
|
|
||||||||||
Andrew B. Abramson
(1)
|
$
|
192,000
|
|
$
|
60,000
|
|
$
|
0
|
|
$
|
1,639
|
|
$
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253,639
|
|
|
Peter J. Baum
|
132,500
|
|
60,000
|
|
0
|
|
1,639
|
|
194,139
|
|
|
|||||
Pamela R. Bronander
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117,500
|
|
60,000
|
|
0
|
|
1,639
|
|
179,139
|
|
|
|||||
Eric P. Edelstein
(1)
|
144,500
|
|
60,000
|
|
0
|
|
1,639
|
|
206,139
|
|
|
|||||
Mary Guilfoile
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66,750
|
|
0
|
|
0
|
|
0
|
|
66,750
|
|
|
|||||
Graham O. Jones
|
132,500
|
|
60,000
|
|
983
|
|
1,639
|
|
195,122
|
|
|
|||||
Gerald Korde
(1)
|
147,000
|
|
60,000
|
|
3,899
|
|
1,639
|
|
212,538
|
|
|
|||||
Michael L. LaRusso
|
125,750
|
|
60,000
|
|
0
|
|
1,639
|
|
187,389
|
|
|
|||||
Marc J. Lenner
(1)
|
120,250
|
|
60,000
|
|
0
|
|
1,639
|
|
181,889
|
|
|
|||||
Gerald H. Lipkin
|
505,750
|
|
60,000
|
|
0
|
|
37,726
|
|
603,476
|
|
(6)
|
|||||
Suresh L. Sani
|
132,000
|
|
60,000
|
|
0
|
|
1,639
|
|
193,639
|
|
|
|||||
Jennifer W. Steans
|
116,500
|
|
60,000
|
|
0
|
|
1,639
|
|
178,139
|
|
|
|||||
Jeffrey S. Wilks
|
120,250
|
|
60,000
|
|
0
|
|
1,639
|
|
181,889
|
|
|
|||||
____________
|
|
|
|
|
|
|
(1)
|
Lead Director or Bancorp Committee Chairman (see Committees of the Board on page 14 in this Proxy Statement).
|
||||
(2)
|
Includes annual retainer, meeting fees and committee fees and fees for serving as lead director and chairing board committees earned and paid for 2018.
|
||||
(3)
|
Valley National Bancorp's 2016 Long-Term Stock Incentive Plan (the “2016 Plan”) provides for non-employee directors to be eligible recipients of limited equity awards. Commencing with Valley's 2017 annual meeting, each non-employee director received a $50,000 restricted stock award (“RSAs”) as part of their annual retainer, granted on the date of the annual shareholders’ meeting. The number of RSAs were determined using the closing market price on the date prior to grant and vest on the earlier of the next annual shareholders’ meeting or the first anniversary of the grant date, with acceleration upon a change in control, death or disability, but not resignation from the board.
|
||||
(4)
|
Represents the change in the present value of pension benefits year to year under the Directors Retirement Plan for 2018 considering the age of each director, a present value factor, an interest discount factor and time remaining until retirement. As disclosed below, the Board of Directors pension plan was frozen for purposes of benefit accrual in 2013. The annual change in the present value of the accumulated benefits for Messrs. Abramson, Baum, Edelstein, LaRusso, Lenner, Sani, Wilks and Mmes. Bronander and Guilfoile was a net decrease of $10,843, $1,309, $3,312, $297, $4,950, $4,894, $1,472, $13,096, and $5,836 from the present value reported as of December 31, 2017, respectively; therefore the amount reported is zero. This decrease is attributable to the increase in the discount rate from 3.69% to 4.30%.
|
||||
(5)
|
This column reflects the deferred cash dividends earned in 2018 on the restricted stock that is part of the director's annual retainer, granted on the date of the annual shareholders’ meeting and includes perquisites. For Mr. Lipkin, perquisites including automobile and driver ($12,103) and country club membership ($23,984).
|
||||
(6)
|
Mr. Lipkin received certain additional director compensation in connection with the CEO succession process and that compensation does not extend beyond the 2019 Annual Meeting of Shareholders.
|
|
18
|
2019 Proxy Statement
|
2019 Proxy Statement
|
19
|
|
Name of Beneficial Owner
|
Number of
Shares
Beneficially
Owned (1) |
|
Percent of
Class (2) |
||
Directors and Named Executive Officers:
|
|
|
|
||
Andrew B. Abramson
|
260,977
|
|
(3)
|
0.08
|
%
|
Robert J. Bardusch
|
12,343
|
|
|
—
|
|
Peter J. Baum
|
52,755
|
|
(4)
|
0.02
|
|
Pamela R. Bronander
|
43,330
|
|
(5)
|
0.01
|
|
Eric P. Edelstein
|
37,443
|
|
|
0.01
|
|
Alan D. Eskow
|
319,189
|
|
(6)
|
0.10
|
|
Thomas A. Iadanza
|
76,377
|
|
|
0.02
|
|
Ronald H. Janis
|
45,189
|
|
(7)
|
0.01
|
|
Graham O. Jones
|
896,722
|
|
(8)
|
0.27
|
|
Gerald Korde
|
2,330,202
|
|
(9)
|
0.70
|
|
Michael L. LaRusso
|
46,692
|
|
(10)
|
0.01
|
|
Marc J. Lenner
|
228,749
|
|
(11)
|
0.07
|
|
Gerald H. Lipkin
|
559,615
|
|
(12)
|
0.17
|
|
Ira Robbins
|
105,921
|
|
(13)
|
0.03
|
|
Suresh L. Sani
|
67,406
|
|
(14)
|
0.02
|
|
Lisa J. Schultz
|
20,000
|
|
|
0.01
|
|
Jennifer W. Steans
|
4,074,964
|
|
(15)
|
1.23
|
|
Jeffrey S. Wilks
|
429,563
|
|
(16)
|
0.13
|
|
Directors and Executive Officers as a group
(26 persons)
|
9,913,776
|
|
(17)
|
2.99
|
|
____________
|
|
|
|
(1)
|
Beneficially owned shares include shares over which the named person exercises either sole or shared voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor children or by relatives sharing the same home, (ii) by entities owned or controlled by the named person, and (iii) by the named person if he or she has the right to acquire such shares within 60 days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and beneficially by the named person. For executives and directors, the number of shares includes unvested restricted stock.
|
(2)
|
For purposes of calculating these percentages, there were
331,484,485
shares of our common stock outstanding as of
February 1, 2019
. For purposes of calculating each individual’s percentage of the class owned, the number of shares underlying stock options
|
(3)
|
This total includes 15,343 shares held by Mr. Abramson’s wife, 13,349 shares held by his wife in trust for his children, 9 shares held by a family trust of which Mr. Abramson is a trustee, 40,157 shares held by a family foundation, 10,401 shares held in self-directed IRA, and 2,636 shares in a self-directed IRA held by his wife. Mr. Abramson disclaims beneficial ownership of shares held by his wife and shares held for his children.
|
(4)
|
This total includes 6,150 shares held by a trust for the benefit of Mr. Baum’s children of which Mr. Baum is the trustee.
|
(5)
|
This total includes
5,992
shares held by Ms. Bronander’s children, and of this total, 972 shares are pledged as security by her adult son.
|
(6)
|
This total includes
51,796
shares held by Mr. Eskow’s wife,
5,779
shares held in Mr. Eskow’s 401(k) plan,
10,578
shares held in his Roth IRA,
1,584
shares held in his IRA,
13,871
shares held jointly with his wife,
1,544
shares in an IRA held by his wife, and
21,170
* shares purchasable pursuant to stock options exercisable within 60 days.
|
(7)
|
This total includes
10,205
shares held by Mr. Janis wife.
|
(8)
|
This total includes
7,124
shares owned by trusts for the benefit of Mr. Jones’ children of which his wife is co-trustee.
|
(9)
|
This total includes 72,133 shares held jointly with Mr. Korde’s wife, 338,923 shares held in the name of Mr. Korde’s wife, 890,352 shares held by his wife as custodian for his children, 315,378 shares held by a trust of which Mr. Korde is a trustee, and 126,438 shares held in Mr. Korde’s self-directed IRA.
|
(10)
|
This total includes
18,760
shares held jointly with Mr. LaRusso’s wife.
|
(11)
|
This total includes
22,504
shares held in a retirement pension,
618
shares held by Mr. Lenner’s wife,
31,717
shares held by his children,
shares held by a trust of which Mr. Lenner is 50% trustee (Mr. Lenner is an indirect beneficiary of only 25% of the trust and disclaims any pecuniary interest in the ownership of the other portion of the trust),
20,052
shares held by a charitable foundation.
|
(12)
|
This total includes
342,760
shares held in the name of Mr. Lipkin’s wife,
6,946
shares held in Mr. Lipkin’s wife’s Roth IRA,
154
shares held jointly with his wife,
889
shares held in a Roth IRA,
58
shares held in his 401(k) plan, and
44,819
shares held by a family charitable foundation of which Mr. Lipkin is a co-trustee. This total includes
44,016
* shares purchasable pursuant to stock options exercisable within 60 days.
|
(13)
|
This total includes
2,000
shares held by Mr. Robbins' wife and
307
shares held in trusts for benefit of Mr. Robbins' nieces.
|
(14)
|
This total includes
5,705
shares held in Mr. Sani’s Keogh Plan,
5,705
shares held in trusts for benefit of his children,
44,390
shares held in pension trusts of which Mr. Sani is co-trustee.
|
(15)
|
This total includes
729,700
shares held by Ms. Steans' spouse,
211,468
shares held by her spouse in a trust,
868,890
shares held in a family trust of which Ms. Steans is a trustee,
651,374
shares held by a partnership of which Ms. Steans is one of three partners and
shares held in custody for her child. Ms. Steans has 20,000 shares in her own name. The remaining 4,049,997 shares are pledged as security for loans.
|
(16)
|
This total includes
74,026
shares held by Mr. Wilks’ wife,
10,058
shares held by his wife in trust for one of their children,
2,747
shares held jointly with his wife for a family foundation,
20,346
shares as trustee for the benefit of their children,
12,187
shares as trustee for
|
|
20
|
2019 Proxy Statement
|
(17)
|
This total includes
306,339
shares owned by
8
executive officers who are not directors or named executive officers, which total includes
12,264
shares in 401(k) plans and/or IRAs,
149
indirect shares, and
6,602
* shares purchasable pursuant to stock options exercisable within 60 days. The total does not include shares held by the Bank’s trust department in fiduciary capacity for third parties.
|
Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned |
|
Percent of
Class (1) |
|
BlackRock, Inc.
(2)
55 East 52nd Street, New York, NY 10055 |
|
44,400,658
|
|
|
13.39%
|
The Vanguard Group
(3)
100 Vanguard Blvd., Malvern, PA 19355 |
|
30,568,804
|
|
|
9.22
|
State Street Corporation
(4
)
One Lincoln Street Boston, MA 02111 |
|
16,642,732
|
|
|
5.02
|
____________
|
|
|
|
|
(1)
|
For purposes of calculating these percentages, there were
331,484,485
shares of our common stock outstanding as of
February 1, 2019
.
|
(2)
|
Based on a Schedule 13G/A Information Statement filed
January 31, 2019
by BlackRock, Inc. The Schedule 13G/A discloses that BlackRock has sole voting power as to
43,624,080
shares and sole dispositive power as to
44,400,658
shares, and 0 shares as to shared voting power and shared dispositive power.
|
(3)
|
Based on a Schedule 13G/A Information Statement filed
February 11, 2019
by The Vanguard Group. The Schedule 13G/A discloses that The Vanguard Group has sole voting power as to
318,539
shares, shared voting power as to
31,051
shares, sole dispositive power as to
30,249,870
shares, and shared dispositive power as to
318,934
shares.
|
(4)
|
Based on a Schedule 13G Information Statement filed
February 14, 2019
by State Street Corporation. The Schedule 13G discloses that State Street Corporation has
0
shares as to sole voting power and sole dispositive power and;
15,649,438
as to shared voting power and
16,642,731
shares as to shared dispositive power.
|
2019 Proxy Statement
|
21
|
|
•
|
Increased Mr. Robbins’ actual total direct compensation (salary, non-equity incentive award and equity awards) approximately 23% over 2017 levels and 12% over his target 2018 compensation in recognition of his 2018 promotion and accomplishments in the position of President and CEO;
|
•
|
Increased Mr. Robbins’ non-equity incentive award by $210,000, or 47% from 2017, and by $65,000, or 11%, from 2018 target amounts;
|
•
|
Increased Mr. Robbins’ equity compensation by $250,000, or 20%, from both his 2017 amount and his 2018 target amount;
|
•
|
Set Mr. Robbins’ 2019 target total direct compensation at $3,300,000, compared to target direct compensation of $2,695,000 and actual direct compensation of $3,010,000 for 2018 to reflect the multi-year ramp up to median compensation levels (Mr. Robbins’ 2019 target total direct compensation remains below the peer median);
|
•
|
Modified the performance based nature of the compensation program to increase from 2/3 to 3/4 performance equity awards and to increase from 25% to 40% the relative TSR component of our performance equity awards to better align realized pay with shareholder value creation;
|
•
|
Continued to grant performance equity awards that cliff vest at the end of three years based on our growth in tangible book value and relative TSR;
|
•
|
Continued to limit the maximum payout on the relative TSR portion of the performance equity awards to target if the TSR is negative;
|
•
|
As a result of the 2017 Tax Act reducing the marginal corporate tax rate from 35% to 21%, the Committee, with respect to outstanding awards, deducted from the reported increase in Tangible Book Value an amount attributable to a reduction in the tax rate and increased target performance levels for new awards.
|
|
22
|
2019 Proxy Statement
|
•
|
The continuing implementation of our “LIFT” earning enhancement program;
|
•
|
The implementation of our strategic plan to target technology resources to more value-added activities and deliver on the financial banking experience expected by our customers;
|
•
|
The integration of USAB, which acquisition was completed effective January 1, 2018, the largest acquisition ever undertaken by the Company;
|
•
|
A 61% increase in net income in 2018 compared to 2017 and a 30% increase in net interest income in 2018 compared to 2017; and
|
•
|
A one year TSR in 2018 which was in the 49th percentile of the KBW Index, and in the 60th percentile when measured against our self-selected peer group, even though it was negative.
|
•
|
Management’s focus on our earnings enhancement and expense reduction program;
|
•
|
Our year over year increase in earnings;
|
•
|
Our increase in percentile rank in TSR relative to our peer companies and tangible book value growth;
|
•
|
Maintaining Valley’s strong commitment to credit quality;
|
•
|
Development of a long term strategic plan which supports Valley’s franchise growth; and
|
•
|
Recruiting, developing and engaging talent to deliver on Valley’s goals as well as plan for succession.
|
2019 Proxy Statement
|
23
|
|
•
|
The companies in the peer group are located in our market areas or comparable locations; and
|
•
|
The companies in the peer group are, on average, similar in size and complexity to Valley.
|
|
24
|
2019 Proxy Statement
|
Component
|
|
Key features
|
|
Purpose
|
Salary
|
è
|
Certain cash payment based on position, responsibilities and experience.
|
è
|
Offers a stable source of income.
|
Non-Equity Incentive
Awards
|
è
|
Annual cash awards which are tied to achievement of both company and individual goals.
|
è
|
Intended to motivate and reward executives for achievements of short-term (one year) company and individual goals.
|
Time Vested Equity Awards
|
è
|
Equity incentives earned based on performance and vested over time.
|
è
|
Intended to create alignment with shareholders and promote retention.
|
Performance Equity Awards
|
è
|
Equity incentives earned based upon performance and vested based on meeting performance targets.
|
è
|
Intended to focus on achievement of company performance objectives, relative TSR and growth in tangible book value (as defined below).
|
Form of Award
|
Percentage of Total Target Equity Award Value
|
Purpose
|
Performance Measured
|
Earned and Vesting Periods
|
Time Vested Award
|
25%
|
Encourages retention.
Fosters shareholder mentality among the executive team.
|
N/A
|
Vests on the first, second, and third anniversaries of the grant date.
|
Growth in Tangible Book Value Performance Award
|
45%
|
Encourages retention and ties executive compensation to our operational performance.
|
Growth in Tangible
Book Value (as defined)
|
Earned and vests after three-year performance period based on Growth in Tangible Book Value.
|
TSR Performance Award
|
30%
|
Encourages retention and ties executive compensation to our long-term market performance.
|
Relative TSR
|
Earned and vests after three-year performance period based on TSR against the KBW Index.
|
2019 Proxy Statement
|
25
|
|
Grant Date
|
Performance in 2016
|
Performance in 2017
|
Performance in 2018
|
Cumulative Perfor-mance Measured to Year End 2018
|
1/30/2016
|
12.51%
|
11.63%
|
11.06%
|
11.73%
|
1/28/2017
|
N/A
|
11.63%
|
11.06%
|
11.35%
|
1/24/2018
|
N/A
|
N/A
|
12.36%
*
|
12.36%
*
|
____________
|
|
|
|
|
* Excludes a negative adjustment for the Tax Act but with higher Target (12%), Max (13.65%) and Threshold (10.35%) levels.
|
|
26
|
2019 Proxy Statement
|
TSR
|
Percentage of Target Shares Earned
|
Below 25
th
percentile of peer group
|
None
|
25
th
percentile of peer group (Threshold)
|
50%
|
50
th
percentile of peer group (Target)
|
100%
|
75
th
percentile of peer group (Maximum)
|
150%
|
•
|
Increased his base salary by $100,000;
|
•
|
Increased his non-equity incentive award to $660,000 for 2018 from $450,000 for 2017; and
|
•
|
Increased his total equity award to $1,500,000 from $1,250,000 for 2017.
|
Goal
|
|
Performance Relative to Goal
|
Growth
|
è
|
ü
Commercial and consumer loans grew substantially
ßà
Core deposits and residential mortgages grew modestly
|
Efficiency
|
è
|
ü
Several technology initiatives were launched
X
Other efficiency projects were not fully implemented
|
Profitability
|
è
|
ü
Two major initiatives were successfully completed
ßà
Mixed results in implementing FinTech and profitability measurement tools
|
Risk Management
|
è
|
ü
Credit quality and risk profile levels are acceptable
|
Customer Focus
|
è
|
ü
Successful implementation of several major customer initiatives
ßà
Branch transformation continues
|
Community
|
è
|
ü
NEO and senior management community engagement expanded
|
Employee Empowerment
|
è
|
ü
Several employee engagement initiatives were launched
|
Integration of USAB
|
è
|
ü
Clients and key employees were successfully retained
ßà
Assimilation of culture needs to be completed
|
2019 Proxy Statement
|
27
|
|
NEO
|
2018 Base Salary
|
2018 Target Non-Equity Awards Amount
|
Non-Equity Incentive
|
2018 Target Non-Equity Awards as % of Base Salary
|
2018 Non-Equity Incentive
Awards as % of Target
|
||||||||
Ira Robbins
|
$
|
850,000
|
|
$
|
595,000
|
|
$
|
660,000
|
|
70
|
%
|
111
|
%
|
Alan D. Eskow
|
575,000
|
|
230,000
|
|
230,000
|
|
40
|
|
100
|
|
|||
Thomas A. Iadanza
|
600,000
|
|
240,000
|
|
325,000
|
|
40
|
|
135
|
|
|||
Ronald H. Janis
|
515,000
|
|
206,000
|
|
206,000
|
|
40
|
|
100
|
|
|||
Robert J. Bardusch
|
450,000
|
|
148,750
|
|
150,000
|
|
35
|
|
101
|
|
NEO
|
2018 Target Equity Incentive Awards
|
Actual Equity Incentive Awards
for 2018
|
2018 Equity Incentive Awards as a % of Target
|
|||||
Ira Robbins
|
$
|
1,250,000
|
|
$
|
1,500,000
|
|
120
|
%
|
Alan D. Eskow
|
750,000
|
|
700,000
|
|
93
|
|
||
Thomas A. Iadanza
|
750,000
|
|
800,000
|
|
107
|
|
||
Ronald H. Janis
|
700,000
|
|
700,000
|
|
100
|
|
||
Robert J. Bardusch
|
500,000
|
|
550,000
|
|
110
|
|
NEO
|
Time Based
Restricted Shares
|
Value of Shares at Grant Date
|
||
Ira Robbins
|
35,954
|
$
|
375,000
|
|
Alan D. Eskow
|
16,779
|
175,000
|
|
|
Thomas A. Iadanza
|
19,175
|
200,000
|
|
|
Ronald H. Janis
|
16,779
|
175,000
|
|
|
Robert J. Bardusch
|
13,183
|
137,500
|
|
|
28
|
2019 Proxy Statement
|
|
|
Performance Based Stock Awards at Target
|
|
Performance Based Stock Awards at Maximum
|
||||||||||||||||
Named Executive Officer
|
|
Based on TSR
|
Based on Growth in TBV
|
Total
|
|
Based on TSR
|
Based on Growth in TBV
|
Total
|
||||||||||||
Ira Robbins
|
|
$
|
450,000
|
|
$
|
675,000
|
|
$
|
1,125,000
|
|
|
$
|
675,000
|
|
$
|
1,181,250
|
|
$
|
1,856,250
|
|
Alan D. Eskow
|
|
210,000
|
|
315,000
|
|
525,000
|
|
|
315,000
|
|
551,250
|
|
866,250
|
|
||||||
Thomas A. Iadanza
|
|
240,000
|
|
360,000
|
|
600,000
|
|
|
360,000
|
|
630,000
|
|
990,000
|
|
||||||
Ronald H. Janis
|
|
210,000
|
|
315,000
|
|
525,000
|
|
|
315,000
|
|
551,250
|
|
866,250
|
|
||||||
Robert J. Bardusch
|
|
165,000
|
|
247,500
|
|
412,500
|
|
|
247,500
|
|
433,125
|
|
680,625
|
|
•
|
For the CEO, three times the sum of salary plus highest cash bonus in the last three years;
|
•
|
For the other NEOs, two times (reduced from three times) the sum of salary plus highest cash bonus in the last three years.
|
2019 Proxy Statement
|
29
|
|
Title
|
Minimum Dollar Value of Required Common Stock Ownership
|
CEO
|
5 times base salary
|
Senior EVP
|
3 times base salary
|
EVP
|
2 times base salary
|
|
30
|
2019 Proxy Statement
|
Gerald Korde, Committee Chairman
|
Andrew B. Abramson
|
Eric P. Edelstein
|
Michael L. LaRusso
|
Marc J. Lenner
|
Suresh L. Sani
|
Jennifer W. Steans
|
Plan Category
|
Number of shares to
be issued upon exercise of outstanding options and rights*
|
Weighted
average exercise price on out-standing options and rights
|
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
|
||||
Equity compensation plans approved by security holders
|
2,852,300
|
|
$
|
6.86
|
|
5,476,751
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
2,852,300
|
|
$
|
6.86
|
|
5,476,751
|
|
____________
|
|
|
*
|
Amount includes 1,051,787 options outstanding with a weighted average exercise price of $6.86; 1,800,513 performance-based restricted stock units measured at maximum vesting at December 31, 2018. Amount does not include 1,720,968 outstanding restricted shares and 178,544 outstanding restricted stock units acquired from the merger with USAB on January 1, 2018.
|
2019 Proxy Statement
|
31
|
|
Name and Principal Position
|
Year
|
Salary
|
Stock Awards
(1)
|
Non-Equity Incentive Plan Compen-sation
(2)
|
Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings
(3)
|
All Other Compen-sation
(4)
|
Total
|
|||||||||||
Ira Robbins
|
2018
|
$
|
850,000
|
|
$
|
1,468,505
|
|
$
|
660,000
|
|
0
|
|
$
|
206,414
|
|
$
|
3,184,919
|
|
President and CEO
|
2017
|
750,000
|
|
1,250,000
|
|
450,000
|
|
80,405
|
|
142,745
|
|
2,673,150
|
|
|||||
|
2016
|
525,000
|
|
750,000
|
|
250,000
|
|
45,718
|
|
77,757
|
|
1,648,475
|
|
|||||
Alan D. Eskow
|
2018
|
575,000
|
|
685,306
|
|
230,000
|
|
0
|
|
156,210
|
|
1,646,516
|
|
|||||
Senior EVP, CFO and
|
2017
|
575,000
|
|
675,000
|
|
250,000
|
|
15,279
|
|
156,701
|
|
1,671,980
|
|
|||||
Corporate Secretary
|
2016
|
545,750
|
|
675,000
|
|
200,000
|
|
0
|
|
118,714
|
|
1,539,464
|
|
|||||
Thomas A. Iadanza
|
2018
|
600,000
|
|
783,198
|
|
325,000
|
|
0
|
|
106,251
|
|
1,814,449
|
|
|||||
Senior EVP and
|
|
|
|
|
|
|
|
|||||||||||
Chief Banking Officer
|
|
|
|
|
|
|
|
|||||||||||
Ronald H. Janis
|
2018
|
515,000
|
|
685,306
|
|
206,000
|
|
0
|
|
90,006
|
|
1,496,312
|
|
|||||
Senior EVP and
|
2017
|
500,000
|
|
800,000
|
|
250,000
|
|
0
|
|
50,131
|
|
1,600,131
|
|
|||||
General Counsel
|
|
|
|
|
|
|
|
|||||||||||
Robert J. Bardusch
|
2018
|
450,000
|
|
538,447
|
|
150,000
|
|
0
|
|
44,170
|
|
1,182,617
|
|
|||||
Senior EVP and COO
|
|
|
|
|
|
|
|
|||||||||||
___________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Stock awards reported in 2018 reflect the grant date fair value of the restricted stock unit and performance based restricted stock unit awards under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation ("ASC Topic 718") granted by the Compensation Committee based on 2018 results. The grant date fair value of time based restricted stock unit awards reported in this column for each of our NEOs was as follows: Mr. Robbins, $375,000, Mr. Eskow, $175,000; Mr. Iadanza, $200,000; Mr. Janis, $175,000 and Mr. Bardusch $137,500. Restrictions on time based restricted stock unit awards lapse at the rate of 33% per year. The grant date fair value of performance based restricted stock units reported in this column for each of our NEOs is the target value. Restrictions on performance based awards lapse based on achievement of the performance goals set forth in the performance restricted stock unit award agreement. Any shares earned based on achievement of the specific performance goals vest on February 1st following the three-year performance period. The value on grant date of the performance based restricted stock unit awards based upon performance goal achievement at target and maximum would be as follows:
|
Name
|
Target Value at Grant Date FV
|
Maximum Value at Grant Date
|
||||
Ira Robbins
|
$
|
1,093,505
|
|
$
|
1,809,015
|
|
Alan D. Eskow
|
510,306
|
|
844,215
|
|
||
Thomas A. Iadanza
|
583,198
|
|
964,797
|
|
||
Ronald H. Janis
|
510,306
|
|
844,215
|
|
||
Robert J. Bardusch
|
400,947
|
|
663,297
|
|
(2)
|
For 2018, represents the non-equity incentive award paid in cash in 2019 based on 2018 performance. Non-Equity awards earned for the years ending before 2018 were distributed as follows: 50% of the non-equity award was paid on award and the remaining balance was paid in eight equal quarterly cash installments.
|
(3)
|
Represents the change in the present value of pension benefits from year to year, taking into account the age of each NEO, a present value factor, and interest discount factor based on their remaining time until retirement. The annual increase in present value of Mr. Robbins and Mr. Eskow accumulated benefits as of December 31, 2018 was a net decrease of $62,532 and $202,373 from the present value reported as of December 31, 2017, respectively, therefore, the amount reported for 2018 is zero. The decrease is attributable to the increase in the discount rate from 3.69% to 4.30%.
|
(4)
|
All other compensation includes perquisites and other personal benefits paid in 2018 including automobile, accrued dividends on nonvested restricted stock and restricted stock units, 401(k) contribution payments, 401(k) SERP contribution payments by Valley (including interest earned) and group term life insurance and club dues (see table below).
|
|
32
|
2019 Proxy Statement
|
Name
|
Auto
(1)
|
Accrued Dividends Earned on Nonvested Stock Awards
(2)
|
401(k)
(3)
|
DCP
(4)
|
GTL
(5)
|
Club Dues
|
Other
|
Total
|
||||||||||||||||
Ira Robbins
|
$
|
7,704
|
|
$
|
94,626
|
|
$
|
13,750
|
|
$
|
56,424
|
|
$
|
1,140
|
|
$
|
28,924
|
|
$
|
3,846
|
|
$
|
206,414
|
|
Alan D. Eskow
|
14,484
|
|
72,612
|
|
13,750
|
|
30,963
|
|
20,632
|
|
0
|
|
3,769
|
|
156,210
|
|
||||||||
Thomas A. Iadanza
|
8,005
|
|
45,333
|
|
13,750
|
|
31,149
|
|
7,524
|
|
0
|
|
490
|
|
106,251
|
|
||||||||
Ronald H. Janis
|
21,150
|
|
21,003
|
|
13,750
|
|
24,527
|
|
7,276
|
|
0
|
|
2,300
|
|
90,006
|
|
||||||||
Robert J. Bardusch
|
5,663
|
|
19,512
|
|
13,750
|
|
0
|
|
1,055
|
|
0
|
|
4,190
|
|
44,170
|
|
||||||||
___________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Auto represents the cost to the Company of the portion of personal use of a company-owned vehicle by the NEO and, parking (if applicable), during 2018.
|
(2)
|
Accrued dividends on non-vested time and performance based restricted stock units until such time as the vesting takes place. Dividends on performance based units are accrued at target and are only paid to the extent the underlying award vests.
|
(3)
|
After one year of employment, the Company provides to all full time employees in the plan including our NEOs, up to 100% of the first 4% of pay contributed and 50% of the next 2% of pay contributed. An employee must save at least 6% to get the full match (5%) under the 401(k) Plan.
|
(4)
|
Effective January 1, 2017, Valley established the Valley National Bancorp Deferred Compensation Plan for the benefit of certain eligible employees, see Deferred Compensation Plan under the 2018 Nonqualified Deferred Compensation below. If the NEO utilizes the 401(k) to the maximum, for amounts over the maximum compensation amount allowed under the 401(k), the NEO may elect to defer 5% of the excess and the Company will match that deferral compensation.
|
(5)
|
GTL or Group Term Life Insurance represents the taxable amount for over $50,000 of life insurance for benefits equal to two times salary. This benefit is provided to all full time employees.
|
2019 Proxy Statement
|
33
|
|
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1) |
Estimated Possible Payouts
Under Equity Incentive Plan Awards (#) (1) |
All Other
Stock Awards: Number of Shares of Stock (1) |
Grant Date
Fair Value of Stock Awards (2) |
||||||||||||||
Name
|
Grant Date
|
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|
|
||||||||||
Ira Robbins
|
2/12/2019
|
|
|
$
|
595,000
|
|
$
|
1,190,000
|
|
53,931
|
|
107,862
|
|
177,973
|
|
|
$
|
1,093,505
|
|
|
|
2/12/2019
|
|
|
|
|
|
|
|
35,954
|
|
375,000
|
|
||||||||
Alan D. Eskow
|
2/12/2019
|
|
|
230,000
|
|
460,000
|
|
25,168
|
|
50,336
|
|
83,055
|
|
|
510,306
|
|
||||
|
2/12/2019
|
|
|
|
|
|
|
|
16,779
|
|
175,000
|
|
||||||||
Thomas A. Iadanza
|
2/12/2019
|
|
|
240,000
|
|
480,000
|
|
28,763
|
|
57,526
|
|
94,918
|
|
|
583,198
|
|
||||
|
2/12/2019
|
|
|
|
|
|
|
|
19,175
|
|
200,000
|
|
||||||||
Ronald H. Janis
|
2/12/2019
|
|
|
206,000
|
|
412,000
|
|
25,168
|
|
50,336
|
|
83,055
|
|
|
510,306
|
|
||||
|
2/12/2019
|
|
|
|
|
|
|
|
16,779
|
|
175,000
|
|
||||||||
Robert J. Bardusch
|
2/12/2019
|
|
|
148,750
|
|
297,500
|
|
19,775
|
|
39,549
|
|
65,256
|
|
|
400,947
|
|
||||
|
2/12/2019
|
|
|
|
|
|
|
|
13,183
|
|
137,500
|
|
||||||||
___________
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Compensation Committee set targets awards for 2018 as follows: Mr. Robbins as CEO 70% of salary; Messrs. Eskow, Iadanza and Janis 40% of salary; and Mr. Bardusch 35% of salary. Awards were paid based upon achievement of a scorecard of goals. See "Compensation Discussion and Analysis." The Compensation Committee awarded each NEO the cash amount reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2018. The Compensation Committee also granted each NEO an award of time-based restricted stock units under the 2016 Stock Plan (reported above under “All Other Stock Awards: Number of Shares of Stock”). The Compensation Committee also made grants to the NEOs under the 2016 Stock Plan in the form of performance based restricted stock units (reported above under “Estimated Possible Payouts Under Equity Incentive Plan Awards”). The threshold amounts reported above for the performance based restricted stock unit awards represent the number of shares that would be earned based on achievement of threshold amounts under both the growth in tangible book value and relative TSR performance metrics measured over the cumulative three-year performance period. See our Compensation Discussion and Analysis for information regarding these time-based restricted stock units and performance based restricted stock unit awards.
|
(2)
|
See grant date fair value details under footnote (1) of the Summary Compensation Table above.
|
|
34
|
2019 Proxy Statement
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
||||||||||||||||
Name
|
Grant Date
|
Number of
Securities Underlying Unexercised Options Exercisable |
Number of
Securities Underlying Unexercised Options Unexercisable |
Option
Exercise Price |
Option
Expiration Date |
|
Number of Shares
or Units of Stock That Have Not Vested |
Market Value
of Shares or Units of Stock That Have Not Vested (3) |
Equity Incentive
Plan Awards: Number of Unearned Shares or Units That Have Not Vested |
Equity Incentive
Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested (3) |
||||||||||
Ira Robbins
|
2/12/2019
|
|
|
|
|
|
35,954
|
|
$
|
319,272
|
|
177,973
|
|
$
|
1,580,400
|
|
||||
|
2/1/2018
|
|
|
|
|
|
33,015
|
|
293,173
|
|
99,642
|
|
884,821
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
14,762
|
|
131,087
|
|
66,431
|
|
589,907
|
|
||||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
77,115
|
|
684,781
|
|
||||||
|
1/27/2016
|
|
|
|
|
|
8,629
|
|
76,626
|
|
|
|
|
|
||||||
Total awards (#)
|
|
0
|
|
0
|
|
|
|
|
92,360
|
|
$
|
820,158
|
|
421,161
|
|
$
|
3,739,909
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alan D. Eskow
|
2/12/2019
|
|
|
|
|
|
16,779
|
|
$
|
148,998
|
|
83,055
|
|
$
|
737,528
|
|
||||
|
2/1/2018
|
|
|
|
|
|
17,900
|
|
158,952
|
|
53,700
|
|
476,856
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
13,286
|
|
117,980
|
|
59,787
|
|
530,909
|
|
||||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
79,319
|
|
704,353
|
|
||||||
|
1/27/2016
|
|
|
|
|
|
8,876
|
|
78,819
|
|
|
|
|
|
||||||
|
11/15/2010
|
21,170
|
|
0
|
|
$
|
11.91
|
|
11/15/2020
|
|
|
|
|
|
||||||
Total awards (#)
|
|
21,170
|
|
0
|
|
|
|
|
56,841
|
|
$
|
504,749
|
|
275,861
|
|
$
|
2,449,646
|
|
||
Market value of in-the-money options ($) (3)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Thomas A. Iadanza
|
2/12/2019
|
|
|
|
|
|
19,175
|
|
$
|
170,274
|
|
94,918
|
|
$
|
842,872
|
|
||||
|
2/1/2018
|
|
|
|
|
|
17,900
|
|
158,952
|
|
53,700
|
|
476,856
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
6,495
|
|
57,676
|
|
28,565
|
|
253,657
|
|
||||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
32,433
|
|
288,005
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
3,629
|
|
32,226
|
|
|
|
|
|
||||||
Total awards (#)
|
|
0
|
|
0
|
|
|
|
|
47,199
|
|
$
|
419,128
|
|
209,616
|
|
$
|
1,861,390
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ronald H. Janis
|
2/12/2019
|
|
|
|
|
|
16,779
|
|
$
|
148,998
|
|
83,055
|
|
$
|
737,528
|
|
||||
|
2/1/2018
|
|
|
|
|
|
15,911
|
|
141,290
|
|
47,733
|
|
423,869
|
|
||||||
Total awards (#)
|
|
0
|
|
0
|
|
|
|
|
32,690
|
|
$
|
290,288
|
|
130,788
|
|
$
|
1,161,397
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Robert J. Bardusch
|
2/12/2019
|
|
|
|
|
|
13,183
|
|
$
|
117,065
|
|
65,256
|
|
$
|
579,473
|
|
||||
|
2/1/2018
|
|
|
|
|
|
9,547
|
|
84,777
|
|
29,832
|
|
264,908
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
3,838
|
|
34,081
|
|
16,608
|
|
147,479
|
|
||||||
Total awards (#)
|
|
0
|
|
0
|
|
|
|
|
26,568
|
|
$
|
235,923
|
|
111,696
|
|
$
|
991,860
|
|
(1)
|
All stock option awards are currently exercisable, however, the exercise prices may be higher than Valley's market price.
|
(2)
|
Restrictions on time based restricted stock and restricted stock unit awards (reported above under “Number of Shares or Units of Stock That Have Not Vested”) lapse at the rate of 33% per year commencing with the first year after of the date of grant.
|
|
Restrictions on performance based restricted stock unit awards (reported above under “Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested”) lapse based on achievement of the performance goals set forth in the award agreement. Dividends are credited on these awards at the same time and in the same amount as dividends paid to all other common shareholders. Credited dividends are accumulated and paid upon vesting, and are subject to the same time based or performance based restrictions as the underlying restricted stock unit.
|
|
The award amount in the "Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested" column represents the number of shares that may be earned based on maximum performance achievement over the cumulative three-year performance period with respect to both the growth in tangible book value and total shareholder return performance metrics, for the 1/29/2016, 1/24/2017 award, 2/1/2018 award and 2/12/2019 award.
|
(3)
|
At per share closing market price of $8.88 as of December 31, 2018.
|
2019 Proxy Statement
|
35
|
|
|
Stock Awards
|
||||
Name
|
Number of Shares Acquired
Upon Vesting (#) |
Value Realized on Vesting ($)
(*)
|
|||
Ira Robbins
|
67,592
|
|
$
|
746,697
|
|
Alan D. Eskow
|
73,023
|
|
812,895
|
|
|
Thomas A. Iadanza
|
29,773
|
|
331,063
|
|
|
Ronald H. Janis
|
0
|
|
0
|
|
|
Robert J. Bardusch
|
1,919
|
|
23,527
|
|
|
____________
|
|
|
*
|
The value realized on vesting of restricted stock represents the aggregate dollar amount realized upon vesting by multiplying the number of shares of restricted stock/units that vested by the fair market value of the underlying shares on the vesting date. Included above is the vesting of the final portion of the performance-based awards granted on 1/29/2016 for Mr. Robbins (47,938 shares), Mr. Eskow (49,308 shares), and Mr. Iadanza (20,163 shares). These shares vested based on achievement of the performance goals set forth in the award agreement based on the applicable growth in tangible book value conditions measured over the three-year performance period ending December 31, 2018. Dividends are credited on these awards at the same time and in the same amount as dividends paid to all other common shareholders. Credited dividends are accumulated and paid upon vesting, and are subject to the same time based or performance based restrictions as the underlying restricted stock. The performance based awards granted on 1/29/2016 subject to vesting based on relative TSR performance lapsed without any vesting.
|
|
36
|
2019 Proxy Statement
|
2019 Proxy Statement
|
37
|
|
Name
|
NEO Contribution in 2018
|
Valley's Contribution in 2018*
|
Aggregate Earnings in 2018*
|
Aggregate Withdrawals/Distributions
|
Aggregate Balance at 12/31/2018
|
||||||||
Ira Robbins
|
$
|
50,481
|
|
$
|
50,481
|
|
$
|
5,943
|
|
0
|
$
|
153,722
|
|
Alan D. Eskow
|
27,500
|
|
27,500
|
|
3,463
|
|
0
|
89,564
|
|
||||
Thomas A. Iadanza
|
27,981
|
|
27,981
|
|
3,168
|
|
0
|
81,954
|
|
||||
Ronald H. Janis
|
21,884
|
|
21,884
|
|
2,643
|
|
0
|
68,343
|
|
||||
Robert J. Bardusch
|
0
|
|
0
|
|
0
|
|
0
|
0
|
|
||||
_________
|
|
|
|
|
|
||||||||
* Included in the Summary Compensation Table above, under "All Other Compensation" for 2018.
|
•
|
Chief Executive Officer (CEO): Three times (3x) (i) salary, and (ii) highest cash bonus in the last three (3) years.
|
•
|
Senior Executive Vice Presidents (SEVP): Two times (2x) (i) salary, and (ii) highest cash bonus in the last three (3) years.
|
•
|
Executive Vice Presidents (EVP): Two times (2x) salary, plus a pro-rata bonus for year of termination.
|
•
|
Under all agreements the executive also receives a lump sum payment equal to the salary multiplier (3x or 2x) multiplied by his or her COBRA premium minus his or her required employee contribution.
|
•
|
Internal Revenue Code 280G imposes a 20% excise tax on an individual receiving “excess parachute payments” and disallows a deduction for the company paying excess parachute payments above a base level. To deal with tax issues, the change in control agreements provide for “net best” tax treatment. Under this treatment the executive’s severance benefits are cut back to eliminate any excess parachute payments unless the executive would end up with more after-tax income by paying the 20% excise tax. In the latter case, severance benefits are not cut back but the executive pays the 20% excise tax in addition to all federal and state income taxes.
|
|
38
|
2019 Proxy Statement
|
•
|
Outsider stock accumulation. We learn, or one of our subsidiaries learns, that a person or business entity has acquired 25% or more of Valley’s common stock, and that person or entity is neither our “affiliate” (meaning someone who is controlled by, or under common control with, Valley) nor one of our employee benefit plans;
|
•
|
Outsider tender/exchange offer. The first purchase of our common stock is made under a tender offer or exchange offer by a person or entity that is neither our “affiliate” nor one of our employee benefit plans;
|
•
|
Outsider subsidiary stock accumulation. The sale of our common stock to a person or entity that is neither our “affiliate” nor one of our employee benefit plans that results in the person or entity owning more than 50% of the Bank’s common stock;
|
2019 Proxy Statement
|
39
|
|
•
|
Business combination transaction. We complete a merger or consolidation with another company, or we become another company’s subsidiary (meaning that the other company owns at least 50% of our common stock), unless, after the happening of either event, 60% or more of the directors of the merged company, or of our new parent company, are people who were serving as our directors on the day before the first public announcement about the event;
|
•
|
Asset sale. We sell or otherwise dispose of all or substantially all of our assets or the Bank’s assets;
|
•
|
Dissolution/Liquidation. We adopt a plan of dissolution or liquidation; and
|
•
|
Board turnover. We experience a substantial and rapid turnover in the membership of our Board of Directors. This means changes in board membership occurring within any period of two consecutive years that result in 40% or more of our board members not being “continuing directors.” A “continuing director” is a board member who was serving as a director at the beginning of the two-year period, or one who was nominated or elected by the vote of at least 2/3 of the “continuing directors” who were serving at the time of his/her nomination or election.
|
•
|
We change the NEO’s employment duties to include duties not in keeping with his position within Valley or the Bank prior to the change in control;
|
•
|
We demote the NEO or reduce his authority;
|
•
|
We reduce the NEO’s annual base compensation;
|
•
|
We terminate the NEO’s participation in any non-equity incentive plan in which the NEO participated before the change in control, or we terminate any employee benefit plan in which the NEO participated before the change in control without providing another plan that confers benefits similar to the terminated plan;
|
•
|
We relocate the NEO to a new employment location that is outside of New Jersey or more than 25 miles away from his former location, or in the case of Mr. Janis, outside of 10 miles of his New York office;
|
•
|
We fail to get the person or entity who took control of Valley to assume our obligations under the NEO’s CIC Agreement; and
|
•
|
We terminate the NEO’s employment before the end of the contract period, without complying with all the provisions in the NEO’s CIC Agreement.
|
|
40
|
2019 Proxy Statement
|
2019 Proxy Statement
|
41
|
|
Executive Benefits and Payments Upon Termination
|
Death
|
Retirement or
Resignation |
Dismissal
Without Cause (3) |
Dismissal without Cause or
Resignation for Good Reason (Following a Change in Control) |
||||||||
Ira Robbins
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
||||||||
Severance – Salary component
|
$
|
0
|
|
$
|
0
|
|
$
|
1,700,000
|
|
$
|
2,550,000
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
660,000
|
|
1,980,000
|
|
||||
Restricted stock awards
|
500,888
|
|
0
|
|
0
|
|
500,888
|
|
||||
Performance restricted stock unit awards (1)
|
983,149
|
|
0
|
|
0
|
|
983,149
|
|
||||
Deferred compensation
|
153,722
|
|
153,722
|
|
153,722
|
|
153,722
|
|
||||
Welfare benefits lump sum payment
|
63,145
|
|
0
|
|
63,145
|
|
65,091
|
|
||||
Automobile & club dues (2)
|
0
|
|
0
|
|
0
|
|
102,978
|
|
||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Sub Total
|
1,700,904
|
|
153,722
|
|
2,576,867
|
|
6,335,828
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan
|
0
|
|
0
|
|
0
|
|
114,650
|
|
||||
Pension plan
|
233,911
|
|
233,911
|
|
233,911
|
|
233,911
|
|
||||
Total
|
$
|
1,934,815
|
|
$
|
387,633
|
|
$
|
2,810,778
|
|
$
|
6,684,389
|
|
Alan D. Eskow
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|||||||||
Severance – Salary component
|
$
|
0
|
|
$
|
0
|
|
$
|
575,000
|
|
$
|
1,725,000
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
0
|
|
750,000
|
|
||||
Restricted stock awards
|
355,748
|
|
355,748
|
|
0
|
|
355,748
|
|
||||
Performance restricted stock unit awards (1)
|
671,843
|
|
671,843
|
|
0
|
|
671,843
|
|
||||
Deferred compensation
|
89,564
|
|
89,564
|
|
89,564
|
|
89,564
|
|
||||
Welfare benefits lump sum payment
|
11,250
|
|
0
|
|
11,250
|
|
11,250
|
|
||||
Automobile & club dues (2)
|
0
|
|
0
|
|
0
|
|
40,721
|
|
||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
1,514,681
|
|
||||
Sub Total
|
1,128,405
|
|
1,117,155
|
|
675,814
|
|
5,158,807
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan (3)
|
1,518,684
|
|
1,518,684
|
|
1,518,684
|
|
1,824,735
|
|
||||
Pension plan
|
725,918
|
|
725,918
|
|
725,918
|
|
725,918
|
|
||||
Total
|
$
|
3,373,007
|
|
$
|
3,361,757
|
|
$
|
2,920,416
|
|
$
|
7,709,460
|
|
Thomas A. Iadanza
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
||||||||
Severance – Salary component
|
$
|
0
|
|
$
|
0
|
|
$
|
1,200,000
|
|
$
|
1,800,000
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
325,000
|
|
975,000
|
|
||||
Restricted stock awards
|
248,859
|
|
0
|
|
0
|
|
248,859
|
|
||||
Performance restricted stock unit awards (1)
|
487,006
|
|
0
|
|
0
|
|
487,006
|
|
||||
Deferred compensation
|
81,954
|
|
81,954
|
|
81,954
|
|
81,954
|
|
||||
Welfare benefits lump sum payment
|
53,769
|
|
0
|
|
53,769
|
|
54,125
|
|
||||
Automobile & club dues (2)
|
0
|
|
0
|
|
0
|
|
22,506
|
|
||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Sub Total
|
871,588
|
|
81,954
|
|
1,660,723
|
|
3,669,450
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Total
|
$
|
871,588
|
|
$
|
81,954
|
|
$
|
1,660,723
|
|
$
|
3,669,450
|
|
|
42
|
2019 Proxy Statement
|
Executive Benefits and Payments Upon Termination
|
Death
|
Retirement or
Resignation
|
Dismissal
Without Cause (3)
|
Dismissal without Cause or
Resignation for Good Reason
(Following a Change in Control)
|
||||||||
Ronald H. Janis
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
||||||||
Severance – Salary component (4)
|
$
|
0
|
|
$
|
0
|
|
$
|
1,030,000
|
|
$
|
1,206,597
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
206,000
|
|
618,000
|
|
||||
Restricted stock awards
|
141,290
|
|
0
|
|
0
|
|
141,290
|
|
||||
Performance restricted stock unit awards (1)
|
282,579
|
|
0
|
|
0
|
|
282,579
|
|
||||
Deferred compensation (5)
|
34,171
|
|
34,171
|
|
34,171
|
|
68,343
|
|
||||
Welfare benefits lump sum payment
|
48,144
|
|
0
|
|
48,144
|
|
49,625
|
|
||||
Automobile & club dues (2)
|
0
|
|
0
|
|
0
|
|
59,462
|
|
||||
“Parachute Penalty” Tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Sub Total
|
506,184
|
|
34,171
|
|
1,318,315
|
|
2,425,896
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Total
|
$
|
506,184
|
|
$
|
34,171
|
|
$
|
1,318,315
|
|
$
|
2,425,896
|
|
Robert J. Bardusch
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
||||||||
Severance – Salary component
|
$
|
0
|
|
$
|
0
|
|
$
|
69,231
|
|
$
|
450,000
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
0
|
|
175,000
|
|
||||
Restricted stock awards
|
118,859
|
|
0
|
|
0
|
|
118,859
|
|
||||
Performance restricted stock unit awards (1)
|
274,925
|
|
0
|
|
0
|
|
274,925
|
|
||||
Deferred compensation
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Welfare benefits lump sum payment (6)
|
0
|
|
0
|
|
2,629
|
|
22,288
|
|
||||
Automobile & club dues (2)
|
0
|
|
0
|
|
0
|
|
10,786
|
|
||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Sub Total
|
393,784
|
|
0
|
|
71,860
|
|
1,051,858
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Total
|
$
|
393,784
|
|
$
|
0
|
|
$
|
71,860
|
|
$
|
1,051,858
|
|
____________
|
|
|
N/A
|
– Not applicable.
|
|
(1)
|
Upon death, dismissal without cause upon a change-in-control, or resignation for good reason upon a change-in-control, unearned performance restricted stock awards immediately vest at the target amount. Upon retirement, performance restricted stock awards continue to vest according to the schedules set forth in their respective award agreements; therefore the same amount is shown in all columns assuming the target amount is earned.
|
|
(2)
|
Automobile and club dues include the present value of the continuation of the personal use of a company-owned vehicle by the NEO and driving services and parking (if applicable), and membership in a country club through the contract period following the change-in-control.
|
|
(3)
|
Upon dismissal for cause, Mr. Eskow would receive BEP benefits.
|
|
(4)
|
Mr. Janis's payments will be "cut back" in the event that his parachute payments exceed his 280G limit. In the table above, the "Severance - Salary Component" has been reduced by $338,403 to reduce Mr. Janis's parachute payments to his 280G limit.
|
|
(5)
|
In case of death, retirement or resignation, or dismissal w/o cause, Mr. Janis would only receive the contributions he made under the company's deferred compensation plan. In the event of a change-in-control, the company contributions would vest immediately.
|
|
(6)
|
In the event of dismissal without cause, Mr. Bardusch would receive benefits assistance for two months.
|
2019 Proxy Statement
|
43
|
|
RECOMMENDATION ON ITEM 3
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-BINDING APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DETERMINED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE AS DISCLOSED PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES (INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVE DISCUSSION).
|
|
44
|
2019 Proxy Statement
|
•
|
During
2018
, Valley and its borrowers made payments totaling approximately
$308,404
for legal services to a law firm in which director Graham O. Jones is the sole equity partner. The fees represented
27%
of the firm's gross revenues.
|
•
|
In 2001, Valley National Bank purchased $150 million of bank-owned life insurance ("BOLI") from a nationally known life insurance company after a lengthy competitive selection process and substantial negotiations over policy costs and terms. The amount of the premiums and the terms of the policies are substantially the same as those prevailing for comparable policies with other insurance companies and brokers. During 2007, the Bank purchased $75 million of additional BOLI from the same life insurance company. This purchase was also completed after a competitive selection process with other vendors. The son-in-law of Mr. Lipkin is a licensed insurance broker who introduced Valley to the program offered by this nationally recognized life insurance company. Mr. Lipkin’s son-in-law was introduced to an insurance broker for the life insurance company sometime in 2000 or 2001 by a mutual friend. The
|
2019 Proxy Statement
|
45
|
|
•
|
In 2011 Valley acquired State Bancorp, Inc. At the time of acquisition, State Bancorp leased a branch located in Westbury, New York. In connection with the acquisition of State Bancorp, the Boards of State Bancorp and Valley agreed that Mr. Wilks was to be elected to the Board of Valley National Bancorp. In connection with the merger of State Bancorp into Valley, effective January 1, 2012, Valley assumed the lease for the Westbury, New York branch. The lease provides for fixed rental payments of approximately
$190,000
per year with no additional rent, such as real estate taxes, insurance and parking lot maintenance. The lease may be terminated at any time by the landlord upon not less than 130 days written notice. The landlord, Westbury Plaza Associates, L.P., is a limited partnership which is controlled by the Estate of Mr. Wilks’ father-in-law and beneficially owned by both the Estate and a trust for the benefit of Mr. Wilks’ spouse. Westbury Plaza Associates is a limited partnership which is part of a larger organization. Valley’s rental payments in
2018
represented approximately less than 1/2 of 1% of the annual gross revenue of the larger organization.
|
|
46
|
2019 Proxy Statement
|
2019 Proxy Statement
|
47
|
|
•
|
Has the responsibility to identify issues for Board consideration and assist in forming a consensus among directors;
|
•
|
Has the authority to call meetings of independent directors and/or non-management directors and preside at all executive sessions of independent and non-management directors;
|
•
|
Establishes the agenda for all meetings and executive sessions of the independent directors and/or non-management directors, with input from other directors;
|
•
|
Has the authority to retain outside advisors who report directly to the Board, with the prior approval of the Board;
|
•
|
Serves as a liaison between the CEO and the other directors and assists the CEO and/or chairperson with establishing meeting agendas, meeting schedules and assuring sufficient time for discussion of agenda items; and
|
•
|
Leads the independent director evaluation of the effectiveness of the CEO and any non-independent Chairman.
|
RECOMMENDATION ON ITEM 4
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL.
|
|
48
|
2019 Proxy Statement
|
By Order of the Board of Directors
|
2019 Proxy Statement
|
49
|
|
VALLEY NATIONAL BANCORP
Valley Peer 20 2018 Size Comparisons |
|
|
|
|
|
||||||||
Company
|
Ticker
|
Net Income
(in thous.) |
Total Revenue
(in thous.) |
Total Assets
(in thous.) |
Market
Capitalization (in mil.) |
||||||||
Banc of California, Inc.
|
BANC
|
$
|
45,472
|
|
$
|
309,991
|
|
$
|
10,630,067
|
|
$
|
674.0
|
|
BankUnited, Inc.
|
BKU
|
324,866
|
|
1,182,115
|
|
32,164,326
|
|
2,968.0
|
|
||||
Berkshire Hills Bancorp, Inc.
|
BHLB
|
105,765
|
|
469,235
|
|
12,212,231
|
|
1,225.0
|
|
||||
Community Bank System, Inc.
|
CBU
|
168,641
|
|
569,114
|
|
10,608,359
|
|
2,988.0
|
|
||||
Cullen/Frost Bankers, Inc.
|
CFR
|
454,918
|
|
1,309,178
|
|
32,293,000
|
|
5,539.0
|
|
||||
F.N.B. Corporation
|
FNB
|
372,858
|
|
1,208,140
|
|
33,101,840
|
|
3,191.0
|
|
||||
Fulton Financial Corporation
|
FULT
|
208,393
|
|
825,981
|
|
20,682,152
|
|
2,634.0
|
|
||||
IBERIABANK Corp.
|
IBKC
|
370,249
|
|
1,165,810
|
|
30,826,166
|
|
3,522.0
|
|
||||
Investors Bancorp, Inc.
|
ISBC
|
202,576
|
|
689,175
|
|
26,229,008
|
|
2,977.0
|
|
||||
New York Community Bancorp, Inc.
|
NYCB
|
422,417
|
|
1,122,553
|
|
51,899,376
|
|
4,456.0
|
|
||||
Old National Bancorp
|
ONB
|
190,830
|
|
732,907
|
|
19,728,435
|
|
2,697.0
|
|
||||
PacWest Bancorp
|
PACW
|
465,339
|
|
1,189,549
|
|
25,731,354
|
|
4,100.0
|
|
||||
People's United Financial, Inc.
|
PBCT
|
468,100
|
|
1,602,400
|
|
47,877,300
|
|
5,444.0
|
|
||||
Prosperity Bancshares
|
PB
|
321,812
|
|
745,605
|
|
22,693,402
|
|
4,351.0
|
|
||||
Signature Bank
|
SBNY
|
505,342
|
|
1,322,265
|
|
47,364,816
|
|
5,659.0
|
|
||||
Sterling Bancorp
|
STL
|
447,254
|
|
1,070,600
|
|
31,383,307
|
|
3,570.0
|
|
||||
Texas Capital Bancshares, Inc.
|
TCBI
|
300,824
|
|
992,884
|
|
28,257,767
|
|
2,565.0
|
|
||||
Umpqua Holdings Corporation
|
UMPQ
|
316,263
|
|
1,218,056
|
|
26,939,781
|
|
3,502.0
|
|
||||
United Bankshares, Inc.
|
UBSI
|
256,342
|
|
717,357
|
|
19,250,498
|
|
3,183.0
|
|
||||
Webster Financial Corporation
|
WBS
|
360,418
|
|
1,189,249
|
|
27,610,315
|
|
4,547.0
|
|
||||
Valley National Bancorp
|
VLY
|
261,428
|
|
991,255
|
|
31,863,088
|
|
2,943.0
|
|
|
50
|
2019 Proxy Statement
|