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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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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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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, 2020;
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3.
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An advisory vote on executive compensation;
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4.
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An amendment to the Restated Certificate of Incorporation of Valley National Bancorp to increase the number of authorized shares of common stock; and
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5.
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A shareholder proposal if properly presented at the Annual Meeting.
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Ira Robbins
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Chairman, President and Chief Executive Officer
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PAGE
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Summary of our corporate governance practice (see below)
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Extended examples of our Board commitment to engagement (see page 14)
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Explanation of our focus on Human Capital Management (see page 15)
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Explanation of our Commitment to Social Responsibility (see page 15)
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We seek directors with experience and skills relevant to the Company's business and operations who will contribute to the Board's collegial dynamic.
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We seek diversity across a full spectrum of attributes.
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Five new directors, including two women, have joined the Board in the last two years. Four long serving directors have left the Board in the last two years.
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The tenure of almost sixty percent of our directors up for election is less than ten years.
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Our Corporate Governance Guidelines require the independent directors annually to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO.
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The Board reviews its leadership structure annually as part of its self-assessment process.
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Responsibilities of the Lead Independent Director include:
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Reviews Valley's strategic plan
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Selects individual directors to meet with management on aspects of the plan and report back to the full board
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Oversees Valley's risk management
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Evaluates the CEO's performance and talent management of other senior executives
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Oversees Valley's approach to community investment and commitment
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Oversees Valley's financial performance and condition
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Directors and senior management have regular and ongoing discussions with shareholders throughout the year on a wide variety of topics, such as financial performance, strategy, competitive environment, regulatory landscape, and corporate governance matters.
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Through Annual Board self assessments conducted by the Chair of our Nominating and Corporate Governance Committee, involving both anonymous questionnaires and one on one meetings with directors.
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Annual major committee self-assessments
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Majority voting for all director elections
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Robust shareholder rights:
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–
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proxy access
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–
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right to call a special meeting
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Stock ownership requirements for directors
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100% independence on major committees
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Policies to prohibit hedging and pledging of Valley stock by directors and officers, with a limited exception from pledging only for directors who join the Board while having pledged shares
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2020 Proxy Statement
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1
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Executive sessions of non-management directors at the end of each regular Board meeting and executive sessions of independent directors periodically.
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2
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2020 Proxy Statement
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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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2020 Proxy Statement
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3
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Item 2 – FOR the ratification of the appointment of KPMG LLP;
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Item 3 – FOR the approval, on an advisory basis, of the compensation of our named executive officers;
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Item 4 – FOR the approval of the amendment to Valley's Restated Certificate of Incorporation to increase the number of authorized shares of Valley's common stock; and
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Item 5 - AGAINST the shareholder proposal.
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Delivery of a properly executed, later-dated proxy; or
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A written revocation of your proxy.
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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). Each director has executed a resignation letter which becomes effective if he or she does not receive a majority of the votes cast in an election that is not contested and the Board votes to accept the resignation. 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 2020), directors would be elected by a plurality of votes cast at the Annual Meeting.
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The ratification of the appointment of KPMG LLP will be approved if a majority of the votes cast are
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4
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2020 Proxy Statement
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The advisory vote on executive compensation 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 effect on the outcome.
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The vote to approve the amendment to Valley's Restated Certificate of Incorporation to increase the number of authorized shares of Valley's common stock will be approved if a majority of the votes cast are voted FOR such proposal. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome.
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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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2020 Proxy Statement
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5
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experience;
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integrity;
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judgment;
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a collaborative approach in working with other directors; and
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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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11
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Finance, Audit & Tax
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5
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Financial Services Industry
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5
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Banking or Bank Regulatory
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5
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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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3
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Capital Markets
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1
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Technology
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1
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Director Tenure 2019
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< 5 Years
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5
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5-10 Years
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2
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10-20 Years
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3
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20+ Years
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2
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6
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2020 Proxy Statement
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Ira Robbins, 45
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President & Chief Executive Officer of Valley National Bancorp and Valley National Bank, Chairman of the Board
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Director since: 2018
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Mr. Robbins is President and CEO of Valley Bank and approaches his role from a unique perspective. He joined Valley in 1996 as part of the Bank's Management Associate Program and has grown along with the company. From college student to thought leader, his twenty-plus year career at Valley has seen him through several key positions where his invaluable contributions have helped shape Valley's growth and success. As CEO, Mr. Robbins has led Valley into the future while keeping true to the company's roots as a local bank. In an ever-evolving digital and mobile world, he and the rest of Valley's leadership team strive to create a stronger, faster, more efficient and more responsive organization. His vision for success is building a purpose-driven organization which includes embracing innovation, being customer-centric, promoting social responsibility, and empowering Valley's associates. Mr. Robbins earned his Bachelor of Science degree in Finance and Economics from Susquehanna University, his MBA in Finance from Pace University, and is a graduate of the Stonier Graduate School of Banking. He is a Certified Public Accountant in New Jersey and a member of both the New Jersey Society of Certified Public Accountants and the American Institute of Public Accountants. He serves on the board of the Jewish Vocational Service of MetroWest NJ (JVS) and is on the Morris Habitat for Humanity Leadership Council. Mr. Robbins takes great pride in community outreach and is an active supporter of several philanthropic organizations in his community as well.
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Andrew B. Abramson, 66
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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 and is a licensed building contractor in the State of Florida. He is the co-founder and treasurer of the Cure Breast Cancer Foundation, Inc., a 501c(3) not-for-profit charity that supports innovation and groundbreaking breast cancer research. Mr. Abramson graduated from Cornell University with a Bachelor’s Degree, and a Master’s Degree, both in Civil Engineering. With 40 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, 64
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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: 2011
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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 70 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. He brings over 45 years of business experience, including as a business owner for 25 years, as well as 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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2020 Proxy Statement
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7
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Eric P. Edelstein, 70
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Consultant
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Director since: 2003
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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. With 32 years of experience as a practicing CPA and as a management consultant, Mr. Edelstein is a former Director of Aeroflex, Incorporated and Computer Horizon Corp. He is also a 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). He 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. Mr. Edelstein received his Bachelor’s Degree in Business Administration and his Master’s Degree in Professional Accounting from Rutgers University.
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Graham O. Jones, 75
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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). Mr. Jones was a Director and General Counsel for 12 years at Midland Bancorporation, Inc. and Midland Bank & Trust Company. He was a partner at Norwood Associates II for 10 years and
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was a 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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Marc J. Lenner, 54
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Chief Executive Officer and Chief Financial Officer, 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 his financial and professional background, he provides management, finance and real estate experience to Valley’s Board of Directors.
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8
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2020 Proxy Statement
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Kevin J. Lynch, 73
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Former Chairman, President and Chief Executive Officer of Oritani Financial Corp.
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Director since: 2019
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Other directorships: Oritani Financial Corp.
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Mr. Lynch is the former President and CEO of Oritani Financial Corp. and Oritani Bank. He held this position from 1993 until Oritani merged with Valley in December 2019. Mr. Lynch is a director of Pentegra Services Inc., a national provider of full-service retirement programs. He is a former Chairman of the New Jersey League of Community and Savings Bankers, having served as a member of its Board of Governors for several years, as well as a former member of the Board of Directors of Bergen County Habitat for Humanity. Mr. Lynch is a former director of the FHLB-NY and served on its Executive Compensation and Housing Committees in addition to having served on the Board of Directors of Thrift Institutions Community Investment Corp. He is a member of the American Bar Association and a licensed attorney in the State of New Jersey. Mr. Lynch brings valuable banking experience and knowledge of financial markets to Valley's Board of Directors.
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Peter V. Maio, 58
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Consultant
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Director since: 2020
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Mr. Maio is a former Chief Information Officer at Ally Bank with responsibility for Customer Information, Analytics and Corporate Technology. Prior to joining Ally, he held various technology leadership positions at large financial services companies including CIT, Charles Schwab, and Fidelity Investments. Mr. Maio served on the
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Board of Advisors of the North Carolina Technology Association from 2015 to 2018. Mr. Maio holds a Bachelor of Science Degree in Economics from The Wharton School at the University of Pennsylvania and a Masters of Business Administration in Information Systems and International Business from the Stern School of Business at New York University. With more than 35 years of technology experience in financial services firms, he brings to Valley's Board of Directors in-depth experience in formulating and executing information technology strategy as well as experience of technology solution delivery driven from business-based vision.
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Suresh L. Sani, 55
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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 Real Estate 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 30 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. Mr. Sani brings a legal background, small business network management and real estate expertise to Valley’s Board of Directors.
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2020 Proxy Statement
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9
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Lisa J. Schultz, 58
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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. Ms. Schultz 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 had primary responsibility for raising billions of dollars of capital for US depository institutions. She started her career at Drexel Burnham Lambert. Ms. Schultz 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 Valley's Board of Directors.
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Jennifer W. Steans, 56
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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 the private asset management firm, Financial Investments Corporation (“FIC”), where she oversees private equity investments and the Steans Family Office operations. She was the former Chairman of USAmeriBancorp, Inc., until acquired by Valley in 2018. Her business affiliations are substantial, also serving as a Director of Catastrophe Solutions and on the Advisory Board for Carlyle Asia Growth Partners III, LP, Resource Land Fund, Siena Capital Partners, and is on the Executive Committee of The Commercial Club of Chicago. Prior to joining Valley's Board of Directors, Ms. Steans served as a Director of MB Financial (MBFI), a publicly traded regional bank holding company located in Chicago. She also served as a Director of Cole Taylor Bank and Taylor Capital before being
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acquired by MBFI. Ms. Steans is active in the nonprofit community, serving on several boards, including Chair of Ravinia Festival, Kellogg Advisory Board, and RUSH University Medical Center. She is also involved in many community organizations and ventures in the Greater Chicago Area. Ms. Steans brings a strong financial background, knowledge about banking strategy and a diverse background to Valley's Board of Directors. She received a bachelor's degree from Davidson College and her MBA from the Kellogg School of Management at Northwestern University. In 2013, she was named as one of American Banker's 25 Most Powerful Women in Finance.
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Jeffrey S. Wilks, 60
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President and Chief Executive Officer 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, he 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. He serves on the board of directors of the New Cassell Business Association, is a member of the board of the Museum at Eldridge Street, is a member of the Board of City Parks Foundation and is a member of the board of directors of The Association for A Better Long Island. Mr. Wilks served as Director of the Banking and Finance Committee of the UJA - Federation of New York from 1991 to 2001. He earned his BSBA in Accounting and Finance from Boston University and 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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10
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2020 Proxy Statement
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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 2020.
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2020 Proxy Statement
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11
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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 the applicable requirements of the Public Company Accounting Oversight Board and SEC;
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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 2019 by KPMG.
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Eric P. Edelstein, Chairman
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Peter J. Baum
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Michael L. LaRusso
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Lisa J. Schultz
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Jennifer W. Steans
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12
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2020 Proxy Statement
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2020 Proxy Statement
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13
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▪
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Proxy access, which enables eligible shareholders to include their nominees in Valley's proxy statement.
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▪
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The ability to call a special meeting by shareholders holding at least 25% of the outstanding shares of our common stock.
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▪
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The ability of shareholders to amend the By-laws
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▪
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Majority election of directors
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▪
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No "poison pill"
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▪
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No super-majority vote requirements in our Certificate of Incorporation or By-laws
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14
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2020 Proxy Statement
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2020 Proxy Statement
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15
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16
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2020 Proxy Statement
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•
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Has the responsibility to identify issues for Board consideration and assist in forming a consensus among directors;
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•
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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;
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Establishes the agenda for all meetings and executive sessions of the independent directors and/or non-management directors, with input from other directors;
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•
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Has the authority to retain outside advisors who report directly to the Board, with the prior approval of the Board;
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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
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Leads the independent director evaluation of the effectiveness of the CEO and any non-independent Chairman.
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2020 Proxy Statement
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17
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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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•
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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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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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Purchases of goods or services by Valley or any of its subsidiaries from a business in which a director or his or her spouse or minor children is a partner, shareholder or officer, if the director, his or her spouse and minor children own five percent (5%) or less of the equity interests of that business and do not serve as an executive officer of the business; or
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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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18
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2020 Proxy Statement
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Name
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Loans*
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Trust Services/
Assets
Under Management
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Banking Relationship with VNB
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Professional
Services to
Valley
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Andrew B. Abramson
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Commercial and Residential Mortgages, Personal and Commercial Line of Credit
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None
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Checking, Savings,
Certificate of
Deposit
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None
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Peter J. Baum
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Commercial Mortgage
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None
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Checking
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None
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Eric P. Edelstein
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Residential Mortgage
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None
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Checking
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None
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Marc J. Lenner
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Commercial Mortgage, Residential
Mortgage, Personal Line of Credit
and Home Equity
|
Trust Services
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Checking, Money
Market, Certificate
of Deposit, IRA
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None
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Kevin J. Lynch
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None
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None
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Checking, Money Market
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None
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Peter V. Maio
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None
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None
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Money Market
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None
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Suresh L. Sani
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Commercial Mortgage
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None
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Checking, Money
Market
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None
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Lisa J. Schultz
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None
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None
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Checking, Money Market
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None
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Jennifer W. Steans
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None
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None
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Money Market
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None
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Jeffrey S. Wilks
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Commercial Mortgage, Personal Line of Credit
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None
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Checking
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None
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____________
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* In compliance with Regulation O.
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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
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2020 Proxy Statement
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19
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Name
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Audit
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Nominating and
Corporate Governance |
Compensation and
Human Resources |
Andrew B. Abramson
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X
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X
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Peter J. Baum
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X
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X
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Eric P. Edelstein
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(Chair)
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X
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Michael L. LaRusso
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X
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X
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Marc J. Lenner
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(Chair)
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X
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Suresh L. Sani
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X
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(Chair)
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Lisa J. Schultz
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X
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X
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Jennifer W. Steans
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X
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X
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Jeffrey S. Wilks
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X**
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X
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2019 Number of Meetings*
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6
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7
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6
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____________
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* Includes telephonic meetings. ** Mr. Wilks no longer serves on the Audit Committee.
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•
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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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•
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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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•
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Overseeing the internal audit function;
|
•
|
Reviewing the significant findings and recommended action plans prepared by the internal audit function, together with management’s response and follow-up; and
|
•
|
Reporting to the full Board on significant matters coming to the attention of the Audit Committee.
|
•
|
Director qualifications and standards;
|
•
|
Director responsibilities;
|
•
|
Director orientation and continuing education;
|
•
|
Limitations on Board members serving on other boards of directors;
|
•
|
Director access to management and records;
|
•
|
Criteria for the annual self-assessment of the Board, and its effectiveness; and
|
•
|
Responsibilities of the Lead Director.
|
|
20
|
2020 Proxy Statement
|
2020 Proxy Statement
|
21
|
|
•
|
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;
|
•
|
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;
|
•
|
Each Board member must demonstrate that he or she is able to contribute effectively regardless of age;
|
•
|
Each Board member must be a U.S. citizen and comply with all qualifications set forth in 12 USC §72;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
Each Board member must prepare for meetings by reading information provided prior to the meeting. Each Board member should participate in meetings,
|
|
22
|
2020 Proxy Statement
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
Board members should understand basic financial principles and represent a variety of areas of expertise and diversity in personal and professional backgrounds and experiences;
|
•
|
Each Board member should be an advocate for the Bank within the community; and
|
•
|
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.
|
•
|
Appropriate mix of educational background, professional background and business experience to make a significant contribution to the overall composition of the Board;
|
•
|
Whether the candidate would be considered a financial expert or financially literate as described in SEC and NASDAQ rules;
|
•
|
Whether the candidate would be considered independent under NASDAQ rules;
|
•
|
Demonstrated character and reputation, both personal and professional, consistent with that required for a bank director;
|
•
|
Willingness to apply sound and independent business judgment;
|
•
|
Ability to work productively with the other members of the Board;
|
•
|
Availability for the substantial duties and responsibilities of a Valley director; and
|
•
|
Meets the additional criteria set forth above and in Valley’s Corporate Governance Guidelines.
|
2020 Proxy Statement
|
23
|
|
|
24
|
2020 Proxy Statement
|
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)
|
$
|
164,250
|
|
$
|
60,000
|
|
$
|
40,631
|
|
$
|
1,906
|
|
$
|
266,787
|
|
|
Peter J. Baum
|
115,375
|
|
60,000
|
|
4,243
|
|
1,906
|
|
181,524
|
|
|
|||||
Eric P. Edelstein (1)
|
129,750
|
|
60,000
|
|
18,315
|
|
1,906
|
|
209,971
|
|
|
|||||
Graham O. Jones
|
90,500
|
|
60,000
|
|
24,044
|
|
1,906
|
|
176,450
|
|
|
|||||
Michael L. LaRusso
|
106,438
|
|
60,000
|
|
13,637
|
|
1,906
|
|
181,981
|
|
|
|||||
Marc J. Lenner (1)
|
113,625
|
|
60,000
|
|
13,035
|
|
1,906
|
|
188,566
|
|
|
|||||
Gerald H. Lipkin
|
182,000
|
|
60,000
|
|
—
|
|
26,843
|
|
268,843
|
|
|
|||||
Kevin J. Lynch
|
4,500
|
|
—
|
|
—
|
|
—
|
|
4,500
|
|
|
|||||
Suresh L. Sani (1)
|
122,250
|
|
60,000
|
|
13,075
|
|
1,906
|
|
197,231
|
|
|
|||||
Lisa J. Schultz
|
98,417
|
|
60,000
|
|
—
|
|
1,906
|
|
160,323
|
|
|
|||||
Jennifer W. Steans
|
108,625
|
|
60,000
|
|
—
|
|
1,906
|
|
170,531
|
|
|
|||||
Jeffrey S. Wilks
|
126,125
|
|
60,000
|
|
4,340
|
|
1,906
|
|
192,371
|
|
|
|||||
____________
|
|
|
|
|
|
|
(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 2019. For Mr. Lipkin it includes the last installment of his 2018-2019 consulting fees. See below "Director Compensation for Mr. Lipkin Until His Retirement on December 31, 2019".
|
||||
(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 2019 annual meeting, each non-employee director received a $60,000 restricted stock unit award (“RSUs”) as part of their annual retainer, granted on the date of the annual shareholders’ meeting. The number of RSUs was 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 for 2019 under the Directors Retirement Plan 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 retirement plan was frozen for purposes of benefit accrual in 2013. The increase in the present value of the accumulated benefits as of December 31, 2019 is attributable to the decrease in the discount rate from 4.30% to 3.30%.
|
||||
(5)
|
This column reflects the deferred cash dividends earned in 2019 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 includes country club membership ($24,937).
|
2020 Proxy Statement
|
25
|
|
|
26
|
2020 Proxy Statement
|
Name of Beneficial Owner
|
Number of
Shares
Beneficially
Owned (1) |
|
Percent of
Class (2) |
||
Directors and Named Executive Officers:
|
|
|
|
||
Andrew B. Abramson
|
265,330
|
|
(3)
|
0.07
|
%
|
Robert J. Bardusch*
|
12,343
|
|
|
—
|
|
Peter J. Baum
|
52,755
|
|
(4)
|
0.01
|
|
Eric P. Edelstein
|
37,443
|
|
|
0.01
|
|
Michael D. Hagedorn
|
—
|
|
|
—
|
|
Thomas A. Iadanza
|
87,986
|
|
|
0.02
|
|
Ronald H. Janis
|
45,189
|
|
(5)
|
0.01
|
|
Graham O. Jones
|
896,722
|
|
(6)
|
0.22
|
|
Marc J. Lenner
|
232,070
|
|
(7)
|
0.06
|
|
Kevin J. Lynch
|
2,588,199
|
|
(8)
|
0.64
|
|
Peter V. Maio
|
20,000
|
|
(9)
|
—
|
|
Ira Robbins
|
130,694
|
|
(10)
|
0.03
|
|
Suresh L. Sani
|
67,406
|
|
(11)
|
0.02
|
|
Lisa J. Schultz
|
20,000
|
|
|
—
|
|
Jennifer W. Steans
|
4,074,964
|
|
(12)
|
1.01
|
|
Jeffrey S. Wilks
|
429,563
|
|
(13)
|
0.11
|
|
Directors and Executive Officers as a group (20 persons)
|
9,043,753
|
|
(14)
|
2.24
|
|
____________
|
|
|
|
(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. The total includes unvested restricted stock but not unvested restricted stock units.
|
(2)
|
For purposes of calculating these percentages, there were 403,248,157 shares of our common stock outstanding as of February 1, 2020. For purposes of calculating each individual’s percentage of the class owned, the number of shares underlying stock options held by that individual are also taken into account to the extent such options were exercisable within 60 days.*
|
(3)
|
This total includes 15,832 shares held by Mr. Abramson’s wife, 13,576 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 a 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 10,205 shares held by Mr. Janis' wife.
|
(6)
|
This total includes 7,124 shares owned by trusts for the benefit of Mr. Jones’ children of which his wife is co-trustee.
|
(7)
|
This total includes 23,217 shares held in a retirement pension, 638 shares held by Mr. Lenner’s wife, 32,722 shares held by his children, 122,150 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), and 20,687 shares held by a charitable foundation.
|
(8)
|
This total includes 1,257,484 shares held jointly with Mr. Lynch's wife and 1,330,715* shares purchasable pursuant to stock options exercisable within 60 days.
|
(9)
|
Mr. Maio purchased 20,000 shares shortly after his election to the Board on January 28, 2020.
|
(10)
|
This total includes 2,000 shares held by Mr. Robbins' wife and 321 shares held in trusts for the benefit of Mr. Robbins' nieces.
|
(11)
|
This total includes 5,705 shares held in Mr. Sani’s Keogh Plan, 5,705 shares held in trusts for the benefit of his children, 44,390 shares held in pension trusts of which Mr. Sani is co-trustee.
|
(12)
|
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, 906,374 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 24,967 shares in her own name. The remaining 4,049,997 shares are pledged as security for loans.
|
(13)
|
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 the benefit of his wife, 266,804 shares held in estate created trusts for which Mr. Wilks and his wife are trustees and under which Mr. Wilks' wife is a beneficiary. Mr. Wilks disclaims beneficial ownership of shares held by the estate created trusts.
|
(14)
|
This total includes 83,089 shares owned by 4 executive officers who are not directors or named executive officers. The total does not include shares held by the Bank’s trust department in fiduciary capacity for third parties.
|
2020 Proxy Statement
|
27
|
|
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 |
|
54,442,458
|
|
|
13.50%
|
The Vanguard Group(3)
100 Vanguard Blvd., Malvern, PA 19355 |
|
37,268,004
|
|
|
9.24%
|
Dimensional Fund Advisors LP(4)
Building One 6300 Bee Cave Road Austin, Texas, 78746 |
|
22,485,997
|
|
|
5.58%
|
____________
|
|
|
|
|
(1)
|
For purposes of calculating these percentages, there were 403,248,157 shares of our common stock outstanding as of February 1, 2020.
|
(2)
|
Based on a Schedule 13G/A Information Statement filed February 3, 2020 by BlackRock, Inc. The Schedule 13G/A discloses that BlackRock has sole voting power as to 53,520,893 shares and sole dispositive power as to 54,442,458 shares, and 0 shares as to shared voting power and shared dispositive power.
|
(3)
|
Based on a Schedule 13G/A Information Statement filed February 10, 2020 by The Vanguard Group. The Schedule 13G/A discloses that The Vanguard Group has sole voting power as to 373,904 shares, shared voting power as to 54,717 shares, sole dispositive power as to 36,889,148 shares, and shared dispositive power as to 378,856 shares.
|
(4)
|
Based on a Schedule 13G Information Statement filed February 12, 2020 by Dimensional Fund Advisors LP. The Schedule 13G discloses that Dimensional Fund Advisors LP has 22,020,046 shares as to sole voting power and 22,485,997 shares as to sole dispositive power, 0 shares as to shared voting and shared dispositive powers.
|
|
28
|
2020 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).
|
•
|
Net income available to our common shareholders was $297 million, or $0.87 per diluted common share, compared to 2018 earnings of $249 million, or $0.75 per diluted common share;
|
•
|
Loans increased $4.7 billion, or 18.8 percent, to approximately $29.7 billion at December 31, 2019 from December 31, 2018, inclusive of loans acquired as a result of the Oritani Financial Corp. acquisition;
|
•
|
Net interest income on a tax equivalent basis of $903 million for 2019 increased $40 million as compared to 2018;
|
•
|
Our net interest margin on a tax equivalent basis decreased 16 basis points to 2.95 percent for 2019 as compared to 3.11 percent for 2018;
|
•
|
Our return on average assets and our return on tangible common equity increased to 0.98 percent and 13.1 percent, respectively, in 2019 from 0.86 percent and 12.2 percent, respectively, in 2018;
|
•
|
Our total shareholder return was in the 91st percentile of our peers; and
|
•
|
Net loans charge-offs totaled $15.9 million for 2019, as compared to $0.7 million for 2018. Non-accrual loans represented 0.31 percent of total loans at December 31, 2019.
|
2020 Proxy Statement
|
29
|
|
•
|
Employee Empowerment. We focus on evolving our organizational structure and enabling a purpose driven culture in order to increase our competitiveness in our industry. We believe that this focus will drive talent and allow us to recruit and retain the current and future leaders of our organization. We are embracing an enterprise wide diversity and inclusion plan that will enhance our workforce. Although we have made strides through programs and initiatives throughout our workforce, management acknowledges more work is necessary. Diversity and inclusion will be a strong focus for the Company in 2020.
|
•
|
Relevance. We strive to invest in technologies that we believe will increase our relevance in the marketplace. These include investments in “fintech” and the creation of a digital bank. We have developed a “technology roadmap” to execute on strategic reprioritization. These technologies include not only customer facing technologies but also technologies designed to streamline our back office operations. In 2019 we were able to execute on many of our key projects but other secondary projects were not on schedule. We plan to devote even greater resources to this area in 2020.
|
•
|
Customer Journey. Our focus is on building a customer experience that demonstrates our commitment to providing the services, products and banking methods required by our customers. We have introduced new and improved products designed to improve and streamline the customer experience, including our branch transformation process, data analytics and cloud based customer products. We continue to strive to set aggressive goals to close loans and simplify the account opening process. We are continuing to work on adapting the customer experience in today's ever evolving marketplace.
|
•
|
Community. We have created an enterprise wide corporate social responsibility platform that encompasses the communities in which we serve, our Community Reinvestment Act (“CRA”) responsibilities and our employees. We are proud that in our most recent regulatory examination, we were given an “Outstanding” rating under the CRA, a designation received by less than 10% of financial institutions in 2019. We have also worked hard to expand our strategic partnerships with socially conscious organizations and have encouraged our executive officers to participate on non-profit boards.
|
•
|
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.
|
|
30
|
2020 Proxy Statement
|
•
|
Salary. Salaries were determined by an evaluation of individual NEO responsibilities, compensation history, as well as peer comparison.
|
•
|
Non-Equity Incentive Awards. We awarded non-equity cash compensation. For each NEO, we set a target award in early 2019 based on a percentage of the executive's base salary. The actual award was determined based on each NEO's performance against a scorecard of metrics established at the time the target award was set.
|
•
|
Time Vested Equity Awards. We awarded time vested restricted stock unit awards which vest pro rata on an annual basis over a three-year period.
|
•
|
Performance Equity Awards. We awarded performance based awards. Consistent with prior years, awarded granted in 2020 vest based on the Company's adjusted Growth in Tangible Book Value and relative TSR performance against the KBW Index measured over a three-year performance period.
|
Title
|
Percentage
|
CEO
|
100% of base salary
|
Senior Executive Vice Presidents
|
45% to 50% of base salary
|
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.
|
2020 Proxy Statement
|
31
|
|
Grant Date
|
Performance in 2017
|
Performance in 2018
|
Performance in 2019
|
Cumulative Perfor-mance Measured to Year End 2019
|
1/28/2017
|
11.63%
|
11.06%
|
14.22%
|
12.3%
|
TSR
|
Percentage of Target Shares Earned
|
Below 25th percentile of peer group
|
None
|
25th percentile of peer group (Threshold)
|
50%
|
50th percentile of peer group (Target)
|
100%
|
87.5th percentile of peer group (Maximum)
|
175%
|
|
32
|
2020 Proxy Statement
|
Goal
|
Performance Relative to Goal
|
Financial Targets
|
Exceeded or met financial targets through: § Increased net income and assets § Solid organic loan growth § Achievement of deposit goals § Substantial improvement in TSR ranking
|
Employee Empowerment
|
Evolved a purpose driven culture through: § Launch of performance acceleration and competencies § Establishment of succession plans for key executives § Recruitment of high caliber lenders, technology, credit and operations employees § Broadening of development opportunities for managers
|
Relevance
|
Increased our relevancy in the marketplace through: § Expansion of Technology roadmap § Implementation of Fintech strategy § Establishment of Digital bank § Improved back office efficiency
|
Customer Journey
|
Enhanced customer experience through: § Execution against our Branch transformation strategy § Creation of private banking model § Data analytics and tools § Successful launch of Cloud based products
|
Community
|
Created an enterprise wide Corporate social responsibility platform and: § Expanded strategic partnerships with key community groups § Received "Outstanding" CRA rating § Increased active participation of executive officers on non-profit boards
|
2020 Proxy Statement
|
33
|
|
•
|
Increased his non-equity incentive award to $1,000,000 for 2019 from $660,000 in 2018 (or 111% of target in 2019); and
|
•
|
Increased his total equity award to $1,650,000 from $1,500,000 for 2018 (or 110% of target in 2019).
|
|
34
|
2020 Proxy Statement
|
NEO
|
2019 Base Salary
|
2019 Target Non-Equity Awards Amount
|
Non-Equity Incentive
|
2019 Target Non-Equity Awards as % of Base Salary
|
2019 Non-Equity Incentive
Awards as % of Target
|
||||||||
Ira Robbins
|
$
|
900,000
|
|
$
|
900,000
|
|
$
|
1,000,000
|
|
100
|
%
|
111
|
%
|
Michael D. Hagedorn*
|
590,000
|
|
N/A
|
125,000
|
|
N/A
|
|
N/A
|
|
||||
Alan D. Eskow
|
575,000
|
|
258,750
|
|
258,750
|
|
45
|
|
100
|
|
|||
Thomas A. Iadanza
|
600,000
|
|
300,000
|
|
330,000
|
|
50
|
|
110
|
|
|||
Ronald H. Janis
|
515,000
|
|
231,750
|
|
231,750
|
|
45
|
|
100
|
|
|||
Robert J. Bardusch
|
475,000
|
|
213,750
|
|
182,000
|
|
45
|
|
85
|
|
* Mr. Hagedorn's non-equity incentive award was pro-rated and based upon a 45% target award in 2019.
|
NEO
|
2019 Target Equity Incentive Awards
|
Actual Equity Incentive Awards
for 2019
|
2019 Equity Incentive Awards as a % of Target
|
|||||
Ira Robbins
|
$
|
1,500,000
|
|
$
|
1,650,000
|
|
110
|
%
|
Michael D. Hagedorn
|
725,000
|
|
725,000
|
|
100
|
|
||
Alan D. Eskow
|
725,000
|
|
725,000
|
|
100
|
|
||
Thomas A. Iadanza
|
800,000
|
|
920,000
|
|
115
|
|
||
Ronald H. Janis
|
700,000
|
|
700,000
|
|
100
|
|
||
Robert J. Bardusch
|
600,000
|
|
800,000
|
|
133
|
|
NEO
|
Time Based
Equity Awards
|
Value at Grant Date
|
||
Ira Robbins
|
38,124
|
$
|
412,500
|
|
Michael D. Hagedorn
|
16,751
|
181,250
|
|
|
Alan D. Eskow
|
16,751
|
181,250
|
|
|
Thomas A. Iadanza
|
21,257
|
230,000
|
|
|
Ronald H. Janis
|
16,174
|
175,000
|
|
|
Robert J. Bardusch
|
13,863
|
150,000
|
|
2020 Proxy Statement
|
35
|
|
|
|
Performance Based Equity Awards at Target
|
|
Performance Based Equity 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
|
|
$
|
495,000
|
|
$
|
742,500
|
|
$
|
1,237,500
|
|
|
$
|
866,250
|
|
$
|
1,299,375
|
|
$
|
2,165,625
|
|
Michael D. Hagedorn
|
|
217,500
|
|
326,250
|
|
543,750
|
|
|
380,625
|
|
570,938
|
|
951,563
|
|
||||||
Alan D. Eskow
|
|
217,500
|
|
326,250
|
|
543,750
|
|
|
380,625
|
|
570,938
|
|
951,563
|
|
||||||
Thomas A. Iadanza
|
|
276,000
|
|
414,000
|
|
690,000
|
|
|
483,000
|
|
724,500
|
|
1,207,500
|
|
||||||
Ronald H. Janis
|
|
210,000
|
|
315,000
|
|
525,000
|
|
|
367,500
|
|
551,250
|
|
918,750
|
|
||||||
Robert J. Bardusch
|
|
180,000
|
|
270,000
|
|
450,000
|
|
|
315,000
|
|
472,500
|
|
787,500
|
|
•
|
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.
|
|
36
|
2020 Proxy Statement
|
•
|
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.
|
•
|
Hold Past Termination: If an NEO terminates employment for any reason and such termination results in the acceleration of equity awards, 50% of the shares of common stock underlying those equity awards must be held for a period of 18 months following the date of termination.
|
•
|
Clawback: For a period of 6 years after the date of the award, the Committee may (i) cancel unvested equity awards if there is a material restatement of our financial statements, or material misconduct by the executive which harms the Company financially, and (ii) recoup vested equity awards and previously paid cash awards in the event of intentional fraud or intentional misconduct by the executive.
|
•
|
Stock Ownership: To better align the interests of our NEOs with those of our common shareholders, we require each NEO to own a minimum number of shares of our common stock. Officers are given a five-year window to meet the requirements from the year of their appointment to the position. The table below shows the minimum holdings required of each NEO. Shares held by spouse and minor children are counted against the requirement, as well as unvested time vesting restricted stock units.
|
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
|
•
|
No Excise Tax Gross ups: We do not offer any excise tax gross ups for new executive change in control arrangements.
|
•
|
Non Single Trigger Change in Control Payments: We have recently revised our change in control agreements (other than Mr. Eskow's agreement) to specify that in a change in control executive officers are not entitled to severance following a change in control unless he or she is terminated from employment following the change in control.
|
•
|
No Hedging or Pledging: We adopted a policy prohibiting executive officers from entering into hedging and pledging transactions involving Valley’s common stock. The Board believes that such transactions, which have the effect of mitigating the risks and rewards of ownership, may result in the interests of management and shareholders of Valley being misaligned.
|
•
|
No Excessive Risk Taking: We design our equity compensation plans in a manner that we believe does not encourage or foster excessive risk taking but instead aligns our NEOs financial interests with those of our shareholders.
|
2020 Proxy Statement
|
37
|
|
Suresh L. Sani, Committee Chairman
|
Andrew B. Abramson
|
Eric P. Edelstein
|
Michael L. LaRusso
|
Marc J. Lenner
|
Jennifer W. Steans
|
|
38
|
2020 Proxy Statement
|
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
|
5,386,562
|
|
$
|
7.52
|
|
4,287,585
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
5,386,562
|
|
$
|
7.52
|
|
4,287,585
|
|
____________
|
|
|
*
|
Amount includes 3,453,516 options outstanding with a weighted average exercise price of $7.52 and 1,933,046 performance-based restricted stock units measured at maximum vesting at December 31, 2019. Amount does not include 1,058,681 outstanding restricted shares and 869,558 outstanding restricted stock units.
|
2020 Proxy Statement
|
39
|
|
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
|
2019
|
$
|
900,000
|
|
$
|
1,669,676
|
|
$
|
1,000,000
|
|
$
|
175,882
|
|
$
|
221,493
|
|
$
|
3,967,051
|
|
President and CEO
|
2018
|
850,000
|
|
1,468,505
|
|
660,000
|
|
—
|
|
206,414
|
|
3,184,919
|
|
||||||
|
2017
|
750,000
|
|
1,250,000
|
|
450,000
|
|
80,405
|
|
142,745
|
|
2,673,150
|
|
||||||
Alan D. Eskow
|
2019
|
575,000
|
|
733,648
|
|
258,750
|
|
107,135
|
|
177,668
|
|
1,852,201
|
|
||||||
Senior EVP, Former CFO and
|
2018
|
575,000
|
|
685,306
|
|
230,000
|
|
—
|
|
156,210
|
|
1,646,516
|
|
||||||
Corporate Secretary
|
2017
|
575,000
|
|
675,000
|
|
250,000
|
|
15,279
|
|
156,701
|
|
1,671,980
|
|
||||||
Michael D. Hagedorn
|
2019
|
590,000
|
|
733,648
|
|
125,000
|
|
—
|
|
131,401
|
|
1,580,049
|
|
||||||
Senior EVP, CFO
|
|
|
|
|
|
|
|
||||||||||||
Thomas A. Iadanza
|
2019
|
600,000
|
|
930,965
|
|
330,000
|
|
—
|
|
107,958
|
|
1,968,923
|
|
||||||
Senior EVP and
|
2018
|
600,000
|
|
783,198
|
|
325,000
|
|
—
|
|
106,251
|
|
1,814,449
|
|
||||||
Chief Banking Officer
|
|
|
|
|
|
|
|
||||||||||||
Ronald H. Janis
|
2019
|
515,000
|
|
708,340
|
|
231,750
|
|
—
|
|
66,104
|
|
1,521,194
|
|
||||||
Senior EVP and
|
2018
|
515,000
|
|
685,306
|
|
206,000
|
|
—
|
|
90,006
|
|
1,496,312
|
|
||||||
General Counsel
|
2017
|
500,000
|
|
800,000
|
|
250,000
|
|
—
|
|
50,131
|
|
1,600,131
|
|
||||||
Robert J. Bardusch*
|
2019
|
475,000
|
|
807,155
|
|
182,000
|
|
—
|
|
48,908
|
|
1,513,063
|
|
||||||
Senior EVP and COO
|
2018
|
450,000
|
|
538,447
|
|
150,000
|
|
—
|
|
44,170
|
|
1,182,617
|
|
||||||
___________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Stock awards reported in 2019 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 2019 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, $412,500; Mr. Eskow, $181,250; Mr. Hagedorn, $181,250; Mr. Iadanza, $230,000; Mr. Janis, $175,000 and Mr. Bardusch $150,000. 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
|
$
|
1,257,176
|
|
$
|
2,200,060
|
|
Alan D. Eskow
|
552,398
|
|
966,692
|
|
||
Michael D. Hagedorn
|
552,398
|
|
966,692
|
|
||
Thomas A. Iadanza
|
700,965
|
|
1,226,696
|
|
||
Ronald H. Janis
|
533,340
|
|
933,352
|
|
||
Robert J. Bardusch*
|
657,155
|
|
1,000,031
|
|
* includes one-time grant of $200,000 in restricted stock units (see Compensation Discussion and Analysis)
|
|
40
|
2020 Proxy Statement
|
(2)
|
For 2019, represents the non-equity incentive award paid in cash in 2020 based on 2019 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 increase in the present value of the accumulated benefits as of December 31, 2019 is attributable to the decrease in the discount rate from 4.30% to 3.30%.
|
(4)
|
All other compensation includes perquisites and other personal benefits paid in 2019 including automobile, actual dividends paid on vested 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).
|
Name
|
Auto(1)
|
Actual Dividends Paid In 2019(2)
|
401(k)(3)
|
DCP(4)
|
GTL(5)
|
Club Dues
|
Other
|
Total
|
||||||||||||||||
Ira Robbins
|
$
|
7,434
|
|
$
|
86,006
|
|
$
|
14,000
|
|
$
|
75,373
|
|
$
|
1,710
|
|
$
|
26,970
|
|
$
|
10,000
|
|
$
|
221,493
|
|
Alan D. Eskow
|
6,378
|
|
85,274
|
|
14,000
|
|
32,248
|
|
11,124
|
|
24,436
|
|
4,208
|
|
177,668
|
|
||||||||
Michael D. Hagedorn
|
6,000
|
|
—
|
|
—
|
|
—
|
|
401
|
|
—
|
|
125,000
|
|
131,401
|
|
||||||||
Thomas A. Iadanza
|
990
|
|
36,888
|
|
14,000
|
|
38,433
|
|
7,524
|
|
9,633
|
|
490
|
|
107,958
|
|
||||||||
Ronald H. Janis
|
19,150
|
|
2,334
|
|
10,894
|
|
26,797
|
|
5,129
|
|
—
|
|
1,800
|
|
66,104
|
|
||||||||
Robert J. Bardusch
|
6,061
|
|
3,089
|
|
14,000
|
|
18,446
|
|
1,160
|
|
—
|
|
6,152
|
|
48,908
|
|
||||||||
___________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 2019.
|
(2)
|
Dividends paid on time and performance based restricted stock units vesting in 2019.
|
(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.
|
2020 Proxy Statement
|
41
|
|
|
|
|
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
|
2/11/2020
|
|
|
$
|
900,000
|
|
$
|
1,800,000
|
|
57,186
|
|
114,372
|
|
200,151
|
|
|
$
|
1,257,176
|
|
|
|
2/11/2020
|
|
|
|
|
|
|
|
38,124
|
|
412,500
|
|
||||||||
Alan D. Eskow
|
2/11/2020
|
|
|
258,750
|
|
517,500
|
|
25,127
|
|
50,254
|
|
87,945
|
|
|
552,398
|
|
||||
|
2/11/2020
|
|
|
|
|
|
|
|
16,751
|
|
181,250
|
|
||||||||
Michael D. Hagedorn
|
2/11/2020
|
|
|
265,500
|
|
531,000
|
|
25,127
|
|
50,254
|
|
87,945
|
|
|
552,398
|
|
||||
|
2/11/2020
|
|
|
|
|
|
|
|
|
|
16,751
|
|
181,250
|
|
||||||
Thomas A. Iadanza
|
2/11/2020
|
|
|
300,000
|
|
600,000
|
|
31,886
|
|
63,771
|
|
111,599
|
|
|
700,965
|
|
||||
|
2/11/2020
|
|
|
|
|
|
|
|
|
|
21,257
|
|
230,000
|
|
||||||
Ronald H. Janis
|
2/11/2020
|
|
|
231,750
|
|
463,500
|
|
24,261
|
|
48,521
|
|
84,912
|
|
|
533,340
|
|
||||
|
2/11/2020
|
|
|
|
|
|
|
|
|
|
16,174
|
|
175,000
|
|
||||||
Robert J. Bardusch*
|
2/11/2020
|
|
|
213,750
|
|
427,500
|
|
30,037
|
|
60,074
|
|
91,267
|
|
|
657,155
|
|
||||
|
2/11/2020
|
|
|
|
|
|
|
|
13,863
|
|
150,000
|
|
||||||||
___________
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Compensation Committee set target awards for 2019 as follows: Mr. Robbins as CEO 100% of salary; Messrs. Eskow, Hagedorn, Janis, Bardusch 45% of salary; and Mr. Iadanza 50% 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 2019. 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.
|
|
42
|
2020 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
|
2/11/2020
|
|
|
|
|
|
38,124
|
|
$
|
436,520
|
|
200,151
|
|
$
|
2,291,729
|
|
||||
|
2/12/2019
|
|
|
|
|
|
35,954
|
|
411,673
|
|
177,973
|
|
2,037,791
|
|
||||||
|
2/1/2018
|
|
|
|
|
|
22,010
|
|
252,015
|
|
99,642
|
|
1,140,901
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
7,381
|
|
84,512
|
|
66,431
|
|
760,635
|
|
||||||
Total awards
|
|
0
|
|
0
|
|
|
|
|
103,469
|
|
$
|
1,184,720
|
|
544,197
|
|
$
|
6,231,056
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alan D. Eskow
|
2/11/2020
|
|
|
|
|
|
16,751
|
|
$
|
191,799
|
|
87,945
|
|
$
|
1,006,970
|
|
||||
|
2/12/2019
|
|
|
|
|
|
16,779
|
|
192,120
|
|
83,055
|
|
950,980
|
|
||||||
|
2/1/2018
|
|
|
|
|
|
11,933
|
|
136,633
|
|
53,700
|
|
614,865
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
6,643
|
|
76,062
|
|
59,787
|
|
684,561
|
|
||||||
|
11/15/2010
|
21,170
|
|
0
|
|
$
|
11.91
|
|
11/15/2020
|
|
|
|
|
|
||||||
Total awards
|
|
21,170
|
|
0
|
|
|
|
|
52,106
|
|
$
|
596,614
|
|
284,487
|
|
$
|
3,257,376
|
|
||
Market value of in-the-money options ($) (3)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Michael D. Hagedorn
|
2/11/2020
|
|
|
|
|
|
16,751
|
|
$
|
191,799
|
|
87,945
|
|
$
|
1,006,970
|
|
||||
|
8/1/2019
|
|
|
|
|
|
26,882
|
|
307,799
|
|
|
|
||||||||
Total awards
|
|
0
|
|
0
|
|
|
|
|
43,633
|
|
$
|
499,598
|
|
87,945
|
|
$
|
1,006,970
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Thomas A. Iadanza
|
2/11/2020
|
|
|
|
|
|
21,257
|
|
$
|
243,393
|
|
111,599
|
|
$
|
1,277,809
|
|
||||
|
2/12/2019
|
|
|
|
|
|
19,175
|
|
219,554
|
|
94,918
|
|
1,086,811
|
|
||||||
|
2/1/2018
|
|
|
|
|
|
11,933
|
|
136,633
|
|
53,700
|
|
614,865
|
|
||||||
|
1/24/2017
|
|
|
|
|
|
3,248
|
|
37,190
|
|
28,565
|
|
327,069
|
|
||||||
Total awards
|
|
0
|
|
0
|
|
|
|
|
55,613
|
|
$
|
636,770
|
|
288,782
|
|
$
|
3,306,554
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ronald H. Janis
|
2/11/2020
|
|
|
|
|
|
16,174
|
|
$
|
185,192
|
|
84,912
|
|
$
|
972,242
|
|
||||
|
2/12/2019
|
|
|
|
|
|
16,779
|
|
192,120
|
|
83,055
|
|
950,980
|
|
||||||
|
2/1/2018
|
|
|
|
|
|
10,607
|
|
121,450
|
|
47,733
|
|
546,543
|
|
||||||
Total awards
|
|
0
|
|
0
|
|
|
|
|
43,560
|
|
$
|
498,762
|
|
215,700
|
|
$
|
2,469,765
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Robert J. Bardusch
|
2/11/2020
|
|
|
|
|
|
13,863
|
|
$
|
158,731
|
|
91,267
|
|
$
|
1,045,007
|
|
||||
|
2/12/2019
|
|
|
|
|
|
13,183
|
|
150,945
|
|
65,256
|
|
747,181
|
|
||||||
|
2/1/2018
|
|
|
|
|
|
6,365
|
|
72,879
|
|
29,832
|
|
$
|
341,576
|
|
|||||
|
1/24/2017
|
|
|
|
|
|
1,919
|
|
21,973
|
|
16,608
|
|
190,162
|
|
||||||
Total awards
|
|
0
|
|
0
|
|
|
|
|
35,330
|
|
$
|
404,528
|
|
202,963
|
|
$
|
2,323,926
|
|
(1)
|
All stock option awards are currently exercisable.
|
(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 1/24/2017 award, 2/1/2018 award, 2/12/2019 award and 2/11/2020 award.
|
(3)
|
At per share closing market price of $11.45 as of December 31, 2019.
|
2020 Proxy Statement
|
43
|
|
|
Stock Awards
|
||||
Name
|
Number of Shares Acquired
Upon Vesting (#) |
Value Realized on Vesting ($)(*)
|
|||
Ira Robbins
|
138,165
|
|
$
|
1,460,580
|
|
Alan D. Eskow
|
127,685
|
|
1,350,526
|
|
|
Michael D. Hagedorn
|
—
|
|
—
|
|
|
Thomas A. Iadanza
|
60,186
|
|
635,730
|
|
|
Ronald H. Janis
|
5,304
|
|
53,623
|
|
|
Robert J. Bardusch*
|
20,904
|
|
222,866
|
|
|
____________
|
|
|
*
|
The value realized on vesting of restricted stock/units 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 1/24/2017 for Mr. Robbins (63,212 shares), Mr. Eskow (56,891 shares), Mr. Iadanza (27,180 shares), and Mr. Bardusch (15,803 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, 2019. 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/units.
|
|
44
|
2020 Proxy Statement
|
2020 Proxy Statement
|
45
|
|
Name
|
NEO Contribution in 2019
|
Valley's Contribution in 2019*
|
Aggregate Earnings in 2019*
|
Aggregate Withdrawals/Distributions
|
Aggregate Balance at 12/31/2019
|
|||||||||
Ira Robbins
|
$
|
63,519
|
|
$
|
63,519
|
|
$
|
11,853
|
|
—
|
|
$
|
292,614
|
|
Alan D. Eskow
|
26,250
|
|
26,250
|
|
5,998
|
|
—
|
|
148,062
|
|
||||
Michael D. Hagedorn
|
—
|
|
—
|
|
—
|
|
—
|
|
0
|
|
||||
Thomas A. Iadanza
|
32,250
|
|
32,250
|
|
6,183
|
|
—
|
|
152,637
|
|
||||
Ronald H. Janis
|
22,050
|
|
22,050
|
|
4,747
|
|
—
|
|
117,190
|
|
||||
Robert J. Bardusch*
|
17,010
|
|
17,010
|
|
1,436
|
|
—
|
|
35,455
|
|
||||
_________
|
|
|
|
|
|
|||||||||
* Included in the Summary Compensation Table above, under "All Other Compensation" for 2019.
|
•
|
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
|
|
46
|
2020 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;
|
•
|
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
|
2020 Proxy Statement
|
47
|
|
•
|
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.
|
|
48
|
2020 Proxy Statement
|
2020 Proxy Statement
|
49
|
|
Executive Benefits and Payments Upon Termination
|
Death
|
Dismissal for Cause
|
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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,800,000
|
|
$
|
2,550,000
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
660,000
|
|
1,980,000
|
|
|||||
Restricted stock awards
|
748,200
|
|
—
|
|
—
|
|
—
|
|
748,200
|
|
|||||
Performance restricted stock unit awards (1)
|
1,995,621
|
|
—
|
|
—
|
|
—
|
|
1,995,621
|
|
|||||
Deferred compensation
|
292,614
|
|
292,614
|
|
292,614
|
|
292,614
|
|
292,614
|
|
|||||
Welfare benefits lump sum payment
|
70,393
|
|
—
|
|
—
|
|
70,393
|
|
72,185
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
99,373
|
|
|||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Sub Total
|
3,106,828
|
|
292,614
|
|
292,614
|
|
2,823,007
|
|
7,737,993
|
|
|||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan
|
—
|
|
—
|
|
—
|
|
—
|
|
167,010
|
|
|||||
Pension plan
|
372,212
|
|
372,212
|
|
372,212
|
|
372,212
|
|
372,212
|
|
|||||
Total
|
$
|
3,479,040
|
|
$
|
664,826
|
|
$
|
664,826
|
|
$
|
3,195,219
|
|
$
|
8,277,215
|
|
Alan D. Eskow
|
|
|
|
|
|
||||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
|||||||||||
Severance – Salary component
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
575,000
|
|
$
|
1,725,000
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
—
|
|
750,000
|
|
|||||
Restricted stock awards
|
404,819
|
|
—
|
|
404,819
|
|
—
|
|
404,819
|
|
|||||
Performance restricted stock unit awards (1)
|
986,257
|
|
—
|
|
986,257
|
|
—
|
|
986,257
|
|
|||||
Deferred compensation
|
148,062
|
|
148,062
|
|
148,062
|
|
148,062
|
|
148,062
|
|
|||||
Welfare benefits lump sum payment
|
5,625
|
|
—
|
|
—
|
|
5,625
|
|
5,625
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
89,004
|
|
|||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
1,641,271
|
|
|||||
Sub Total
|
1,544,763
|
|
148,062
|
|
1,539,138
|
|
728,687
|
|
5,750,038
|
|
|||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan (3)
|
1,668,056
|
|
1,668,056
|
|
1,668,056
|
|
1,668,056
|
|
2,004,208
|
|
|||||
Pension plan
|
792,905
|
|
792,905
|
|
792,905
|
|
792,905
|
|
792,905
|
|
|||||
Total
|
$
|
4,005,724
|
|
$
|
2,609,023
|
|
$
|
4,000,099
|
|
$
|
3,189,648
|
|
$
|
8,547,151
|
|
Michael D. Hagedorn
|
|
|
|
|
|
||||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
|
||||||||||
Severance – Salary component
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,692
|
|
$
|
1,180,000
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
—
|
|
250,000
|
|
|||||
Restricted stock awards
|
102,600
|
|
—
|
|
—
|
|
—
|
|
102,600
|
|
|||||
Performance restricted stock unit awards (1)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Deferred compensation
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Welfare benefits lump sum payment (6)
|
—
|
|
—
|
|
—
|
|
2,591
|
|
33,243
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
17,331
|
|
|||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Sub Total
|
102,600
|
|
—
|
|
—
|
|
25,283
|
|
1,583,174
|
|
|||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Total
|
$
|
102,600
|
|
$
|
—
|
|
$
|
—
|
|
$
|
25,283
|
|
$
|
1,583,174
|
|
|
50
|
2020 Proxy Statement
|
Executive Benefits and Payments Upon Termination
|
Death
|
Dismissal for Cause
|
Retirement or
Resignation
|
Dismissal
Without Cause (3)
|
Dismissal without Cause or
Resignation for Good Reason
(Following a Change in Control)
|
||||||||||
Thomas A. Iadanza
|
|
|
|
|
|
||||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
|
||||||||||
Severance – Salary component
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,200,000
|
|
$
|
1,800,000
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
325,000
|
|
975,000
|
|
|||||
Restricted stock awards
|
393,376
|
|
—
|
|
—
|
|
—
|
|
393,376
|
|
|||||
Performance restricted stock unit awards (1)
|
1,068,583
|
|
—
|
|
—
|
|
—
|
|
1,068,583
|
|
|||||
Deferred compensation
|
152,637
|
|
152,637
|
|
152,637
|
|
152,637
|
|
152,637
|
|
|||||
Welfare benefits lump sum payment
|
54,814
|
|
—
|
|
—
|
|
54,814
|
|
55,075
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
30,684
|
|
|||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Sub Total
|
1,669,410
|
|
152,637
|
|
152,637
|
|
1,732,451
|
|
4,475,355
|
|
|||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Total
|
$
|
1,669,410
|
|
$
|
152,637
|
|
$
|
152,637
|
|
$
|
1,732,451
|
|
$
|
4,475,355
|
|
Ronald H. Janis
|
|
|
|
|
|
||||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
|
||||||||||
Severance – Salary component (4)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,030,000
|
|
$
|
502,984
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
206,000
|
|
618,000
|
|
|||||
Restricted stock awards
|
313,574
|
|
—
|
|
—
|
|
—
|
|
313,574
|
|
|||||
Performance restricted stock unit awards (1)
|
940,709
|
|
—
|
|
—
|
|
—
|
|
940,709
|
|
|||||
Deferred compensation
|
117,190
|
|
117,190
|
|
117,190
|
|
117,190
|
|
117,190
|
|
|||||
Welfare benefits lump sum payment
|
50,150
|
|
—
|
|
—
|
|
50,150
|
|
52,081
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
55,315
|
|
|||||
“Parachute Penalty” Tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Sub Total
|
1,421,623
|
|
117,190
|
|
117,190
|
|
1,403,340
|
|
2,599,853
|
|
|||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Total
|
$
|
1,421,623
|
|
$
|
117,190
|
|
$
|
117,190
|
|
$
|
1,403,340
|
|
$
|
2,599,853
|
|
Robert J. Bardusch
|
|
|
|
|
|
||||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|
|
||||||||||
Severance – Salary component (5)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
100,481
|
|
$
|
405,730
|
|
Severance – Non-equity incentive
|
—
|
|
—
|
|
—
|
|
—
|
|
300,000
|
|
|||||
Restricted stock awards
|
245,793
|
|
—
|
|
—
|
|
—
|
|
245,793
|
|
|||||
Performance restricted stock unit awards (1)
|
680,554
|
|
—
|
|
—
|
|
—
|
|
680,554
|
|
|||||
Deferred compensation
|
35,455
|
|
35,455
|
|
35,455
|
|
35,455
|
|
35,455
|
|
|||||
Welfare benefits lump sum payment (6)
|
—
|
|
—
|
|
—
|
|
2,922
|
|
37,219
|
|
|||||
Automobile & club dues (2)
|
—
|
|
—
|
|
—
|
|
—
|
|
17,508
|
|
|||||
“Parachute Penalty” tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Sub Total
|
$
|
961,802
|
|
$
|
35,455
|
|
$
|
35,455
|
|
$
|
138,858
|
|
$
|
1,722,259
|
|
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|
|||||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
Total
|
$
|
961,802
|
|
$
|
35,455
|
|
$
|
35,455
|
|
$
|
138,858
|
|
$
|
1,722,259
|
|
____________
|
|
|
(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 $1,042,016 to reduce Mr. Janis's parachute payments to his 280G limit.
|
|
(5)
|
Mr. Bardusch payments will be "cut back" in the event that his reducing payments and benefits received upon a CIC as it was determined to be worth more on an after tax basis than receiving the benefits in full. In the table above, the "Severance - Salary Component" has been reduced by $494,270 to reduce Mr. Bardusch's parachute payments to his 280G limit.
|
|
(6)
|
In the event of dismissal without cause, Messrs. Bardusch and Hagedorn would receive benefits assistance for two months.
|
2020 Proxy Statement
|
51
|
|
|
52
|
2020 Proxy Statement
|
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).
|
2020 Proxy Statement
|
53
|
|
•
|
During 2019, Valley and its borrowers made payments totaling approximately $225,290 for legal services to a law firm in which director Graham O. Jones is the sole equity partner. The fees represented 24% 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
|
|
54
|
2020 Proxy Statement
|
•
|
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 lease payments are made to a limited partnership from which Mr. Wilks' spouse benefits. The limited partnership is part of a much larger entity from which Mr. Wilks' wife also benefits. Valley’s lease payments in 2019 represented less than 1/2 of 1% of the annual gross revenue of the larger organization.
|
2020 Proxy Statement
|
55
|
|
|
56
|
2020 Proxy Statement
|
RECOMMENDATION ON ITEM 4
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
|
2020 Proxy Statement
|
57
|
|
RECOMMENDATION ON ITEM 5
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL.
|
|
58
|
2020 Proxy Statement
|
By Order of the Board of Directors
|
2020 Proxy Statement
|
59
|
|
VALLEY NATIONAL BANCORP
Valley Peer 20 2019 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
|
$
|
23,759
|
|
$
|
260,279
|
|
$
|
7,828,410
|
|
$
|
874.0
|
|
BankUnited, Inc.
|
BKU
|
313,098
|
|
899,989
|
|
32,871,293
|
|
3,478.0
|
|
||||
Berkshire Hills Bancorp, Inc.
|
BHLB
|
97,450
|
|
449,260
|
|
13,211,970
|
|
1,630.0
|
|
||||
Community Bank System, Inc.
|
CBU
|
169,063
|
|
589,794
|
|
11,410,295
|
|
3,674.0
|
|
||||
Cullen/Frost Bankers, Inc.
|
CFR
|
443,599
|
|
1,367,907
|
|
34,027,428
|
|
6,128.0
|
|
||||
F.N.B. Corporation
|
FNB
|
387,249
|
|
1,211,505
|
|
34,615,016
|
|
4,128.0
|
|
||||
Fulton Financial Corporation
|
FULT
|
226,339
|
|
864,549
|
|
21,886,040
|
|
2,862.0
|
|
||||
IBERIABANK Corp.
|
IBKC
|
384,155
|
|
1,224,006
|
|
31,713,450
|
|
3,923.0
|
|
||||
Investors Bancorp, Inc.
|
ISBC
|
195,484
|
|
707,341
|
|
26,698,766
|
|
2,948.0
|
|
||||
New York Community Bancorp, Inc.
|
NYCB
|
395,043
|
|
1,041,585
|
|
53,640,821
|
|
5,618.0
|
|
||||
Old National Bancorp
|
ONB
|
238,206
|
|
803,590
|
|
20,411,667
|
|
3,102.0
|
|
||||
PacWest Bancorp
|
PACW
|
468,636
|
|
1,157,191
|
|
26,770,806
|
|
4,584.0
|
|
||||
People's United Financial, Inc.
|
PBCT
|
520,400
|
|
1,843,400
|
|
58,589,800
|
|
7,498.0
|
|
||||
Prosperity Bancshares
|
PB
|
332,552
|
|
820,050
|
|
32,185,708
|
|
6,811.0
|
|
||||
Signature Bank
|
SBNY
|
588,926
|
|
1,339,541
|
|
50,616,434
|
|
7,311.0
|
|
||||
Sterling Bancorp
|
STL
|
427,041
|
|
1,049,788
|
|
30,586,497
|
|
4,183.0
|
|
||||
Texas Capital Bancshares, Inc.
|
TCBI
|
322,866
|
|
1,072,160
|
|
32,548,069
|
|
2,858.0
|
|
||||
Umpqua Holdings Corporation
|
UMPQ
|
354,095
|
|
1,260,458
|
|
28,846,809
|
|
3,898.0
|
|
||||
United Bankshares, Inc.
|
UBSI
|
260,099
|
|
728,406
|
|
19,662,324
|
|
3,926.0
|
|
||||
Webster Financial Corporation
|
WBS
|
382,723
|
|
1,240,442
|
|
30,389,344
|
|
4,911.0
|
|
||||
Valley National Bancorp
|
VLY
|
309,793
|
|
1,112,568
|
|
37,436,020
|
|
4,618.0
|
|
|
60
|
2020 Proxy Statement
|