UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
WASHINGTON, D.C. 20549
SCHEDULE 14A
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the Securities Exchange Act of 1934
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Soliciting Material Pursuant to §240.14a-12
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VALLEY NATIONAL BANCORP
 
Valley National Bancorp
(Name of Registrant as Specified Inin Its Charter)
  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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A Letter to our Shareholders:

¨Check box if any part

To our Shareholders, Associates, Clients, and Community Partners:

By all measures, 2023 was an extraordinary year. Not just in the challenges our industry, economy, and society faced, but in the way we remained resilient, committed, and focused on delivering results for all our stakeholders.

This past year, our industry was turned on its head as we faced the largest banking crisis in more than a decade. Our economy continues to shift under the weight of the fee is offsetan inverted yield curve, recessionary fears, inflationary pressures, wavering consumer confidence, and slowing demand. We have been plagued with partisan political infighting 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 Schedulea country and the dategrowing fears of its filing.global instability amidst wars in Europe and turmoil in the Middle East.

It is far from hyperbole to say that these events had a profound impact on our business strategy, the way we work, and our path forward.

Despite these external variables, we were able to deliver on our mission and create opportunities for our stakeholders through a sustainable and predictable business model as we build towards our vision of becoming a premier relationship-based national bank.

Progress in the face of adversity

At our core, we are relationship bankers. This means we put our clients first and are committed to their long-term ambitions. Never was the value of this identity more evident than when the banking industry faced a liquidity crisis last March that shook the very foundations of our industry and resulted in several large-scale bank failures.

We partnered closely with our clients during these troubling events to reassure them that, as a strong, stable, and well-capitalized financial institution with a fiscally conservative legacy dating back to 1927, their relationship was safe at Valley. We reminded them that we’ve weathered these economic cycles before and that we put our customers at the center of everything we do because we know just how much is at stake for them and our collective communities.

Our greatest achievement this past year, and certainly our most ambitious, was our core systems conversion. Last October, we updated our legacy core banking system which represented a major step forward for Valley, enabling us to provide a better banking experience for our customers for years to come. This conversion, which is the largest core bank conversion our industry has witnessed in the past few years, touched almost every single Valley employee and certainly every customer. As a result, we’ve established a new platform with enhanced features and upgrades that will allow us to deliver more valuable service at every touchpoint to meet our customers’ needs.

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    IRA ROBBINS    

     Chairman and CEO    

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(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:


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LETTER TO OUR SHAREHOLDERS

Another significant achievement for us was the opening of our new state-of-the-art headquarters in Morristown, New Jersey to accommodate the growth of our institution and to represent who we are as an organization. Valley’s new headquarters is a modern, hybrid building that promotes teamwork, innovation, and allows our associates to thrive. Like Valley’s success for nearly 100 years, we developed this building from the ground up, working together with our associates, partners, and community members to create a sustainable building that is not only welcoming and modern but also energy-efficient, LEED-certified, and designed to grow with us into the future.

Financial results reflect environmental headwinds

Valley’s service-oriented business model resulted in significant customer account growth during the year. This was broad-based across geographies and business lines, and occurred against a challenging backdrop. The ongoing addition of new deposit clients is critical as we drive franchise value and enhance our future earnings potential. That said, Valley was certainly not immune to the industry-wide profitability challenges resulting from the inverted yield curve and subsequent liquidity challenges that persisted throughout the year.

In 2023, we generated $1.8 billion of revenue and $499 million of net income. Rapidly increasing interest rates and the persistent yield curve inversion weighed on our net interest margin and profitability metrics. Our annualized return on average assets was 0.82%, or 0.91% on an adjusted basis,* as compared to 1.09%, or 1.25% on an adjusted basis* in 2022. Still, our tangible book value per share* as of the end of 2023 increased approximately 8% to $8.79 as compared to December 31, 2022. This continues an extended period of consistent tangible book value per share growth, which has increased 47% since 2018.

The first half of 2023 saw significant pressure on highly concentrated business models and deposit bases, which resulted in certain high-profile bank failures. Our funding base remains extremely diverse and granular, and our ability to provide consistent high-touch service to our customers was a key driver of our success during the year. In my tenure, we have built or acquired a variety of specialty funding niches which contribute nearly $10 billion of deposits to our bank today. This has reduced our reliance on branch deposits, particularly in the northeast, and enhances the efficiency of our delivery channels. We continue to believe that over time these diverse niches will provide above-average growth opportunities to further enhance our funding mix.

Total loans increased approximately 7% in 2023 with outstanding balances of $50.2 billion at year end. Growth

slowed throughout the year as we managed originations amid an increasingly less certain economic outlook. Our loan portfolio remains incredibly diverse across geographies and asset classes, and our conservative underwriting approach continues to position us well. Strong credit quality performance has long been the hallmark of our organization, and we have a proven track record of limiting credit losses across economic cycles. Our comprehensive stress testing effort enables us to identify potential issues early and work with our experienced and knowledgeable borrower base to mitigate impacts to Valley. During the year, non-accrual loans were stable at 0.58% of total loans versus 0.57% on December 31, 2022.

Our balance sheet remains extremely strong and well-positioned in the current environment. At December 31, 2023, our tangible common equity to tangible assets* and common equity tier 1 ratios were 7.58% and 9.29% respectively, up from 7.45% and 9.01% a year ago. We continue to organically accrete capital to further enhance our future strategic and balance sheet flexibility.

Our people tell our story

At our core, we’re a commercial bank built for growth; boldly helping clients of every size invest in their ambitions to grow and secure their legacies. We do this through the incredible contributions of almost 4,000 dedicated associates who embody the role of relationship bankers – including those who staff more than 200 full-service branches, customer care centers, and corporate offices across our growing national footprint.

Our culture of collaboration, empowerment, and diversity is driven by the connections we make, the experiences we share and the values we embrace across the entire organization. These values are reflected in our progress in Diversity, Equity, and Inclusion (DEI) initiatives both internally and outside Valley. Our inclusive culture of belonging enhances our ability as individuals to widen our lens, share new perspectives, and strengthen our connection to the communities we serve.

Community is at the heart of everything we do

Valley’s commitment to the communities we serve is different from other banks — by design. Our commitment to making local connections and investments that create positive momentum truly sets us apart. We empower our people to make the bold decisions needed to grow local businesses and secure people’s legacies.

We see our role in the community as an important and special responsibility to support sustainability, equity, and growth. Creating a lasting, positive impact that drives meaningful

*

Represents a non-GAAP financial measure. See Appendix A to the Proxy Statement for reconciliations of non-GAAP measures and related information regarding these non-GAAP measures.

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LETTER TO OUR SHAREHOLDERS

vlylogoa06.gif
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD, FRIDAY, APRIL 20, 2018

To Our Shareholders:

change is the ethos of our Corporate Social Responsibility model as we continue to extend our reach into new communities, providing greater access to resources that will drive this change. For more than 95 years, we’ve been committed to strengthening communities through economic inclusion, workforce and community development, investment in local nonprofits, environmental stewardship, and a conscious commitment to our local partners.

In 2023, we provided approximately $4.9 million in donations and grants to nonprofit organizations and our associates delivered over 13,500 hours in community service.

As a longtime participant in the Affordable Housing Program of the Federal Home Loan Bank of New York (FHLBNY), our recent submission of applications resulted in affordable housing projects awarded for a total of $4.5 million in grant subsidies received by nonprofits. This resulted in 500 affordable housing units across New Jersey, New York, and Valley’s first in Florida. We also participate in the FHLBNY’s Homeownership Dream Program, which offers down payment assistance to first-time homebuyers and the Small Business Recovery Grant Program.

We found innovative ways to support small businesses during a challenging interest rate environment, by applying for the Zero Development Advance Program which provides FHLBNY member banks with subsidized funding in the form of interest rate credits, of up to $250,000. These credits allowed Valley the opportunity to provide flexible lending at a no-cost or a low-cost interest rate. As a result, we granted a three-year term loan of approximately $1.8 million to one of our non-profit partners at 0% interest which allowed them to support the purchase of a new headquarters and will help with renovations.

These are just a few examples of what we are doing to build stronger communities in the areas we serve. We invite you to learn more by visiting valley.com/community.

Our journey is just beginning

Our story is one of transformation and relevance.

Five short years ago, Valley was a New Jersey/New York-focused, transactional organization, heavily dependent on commercial real estate lending with $20 billion in assets.

Fast forward to 2024 and Valley is a culture-driven, relationship-focused, multi-state franchise, fueled by highly diversified commercial and consumer lines of business and backed by over $60 billion in assets.

We’re the Annual Meetingleading commercial bank built for growth with almost 4,000 experts across real estate, commercial & industrial, healthcare, nonprofit, government contracting, and other industries. We power people’s ambitions: how to focus them, grow them, and most importantly, make them resilient for the future.

We have a tremendous opportunity ahead of Shareholdersus. An opportunity to become one of the strongest national banks in the country by developing meaningful relationships with our clients and building stronger communities across our expanding footprint. To realize this vision, we’ll continue to move forward in an ever-evolving industry and an unpredictable world, building off the momentum we’ve gained over the last few years. We’ll leverage the exceptional talent we’ve developed and acquired. We’ll lean into the partnerships we’ve built with clients and community partners. And we’ll forge a new path forward to relevance, prominence, and profitability that will benefit all our stakeholders.

On behalf of our Board of Directors, executive leadership team, and all Valley associates, thank you for your continued trust and confidence in us.

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Ira Robbins

Chairman of the Board and Chief Executive Officer

Valley National Bancorp ("Valley") to be held at 100 Furler Street, Totowa, NJ on Friday, April 20, 2018 at 9:00 a.m., local time to vote on the following matters:

Cautionary Statement Concerning Forward-Looking Statements. This Proxy Statement contains statements that may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “will,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. The Company cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to those risks and uncertainties identified under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

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Our Business Strategy

Despite the economic uncertainties that weigh on the banking industry, we remain confident in our ability to execute our core strategies and deliver value for our stakeholders. In 2024, we will continue our mission to give people and businesses the power to succeed through our roles as relationship bankers who focus our clients’ every ambition. We are committed to:

•  Innovating, simplifying, and improving the customer experience at Valley;

•  Providing access to developmental resources and tools that enhance our associates’ personal and professional lives;

•  Deepening our commitment to our local communities through serving, supporting, and strengthening our communities; and

•  Delivering consistent above-peer financial performance to enhance shareholder value.

Our vision of becoming a premier relationship-based commercial bank is at the heart of everything we do. We will execute our strategic priorities to deliver sustainable excellence as we build towards this vision.

Our Core Strategies

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1.

Leverage the opportunities within our business segments and geographic markets to deliver sustainable, well-balanced growth in our client relationships.

We’re committed to elevating our business capabilities to create enhanced value for both our customers and communities. This is reflected in our focus on building a well-diversified lending portfolio and a broad base of core deposits across industry segments that value Valley’s relationship banking approach, which will continue to build franchise value.

Be the trusted advisor to effectively serve our customers’ increasingly sophisticated financial needs, which will in turn help drive greater revenue diversification.

Diversified sources of revenue allow for a more stable earnings stream in different economic cycles. Expanding our product and service offerings to meet the evolving needs of our robust and diverse customer base will drive increased stakeholder returns.

Build scalable, repeatable operating processes and a holistic operating model in order to maintain agility and create a discipline of consistently delivering positive operating leverage.

Being nimble and highly responsive is crucial in a rapidly changing financial landscape. Following our successful core banking conversion in 2023, we are building the data capabilities needed to deliver more tailored customer experiences, more granular intelligence needed to create superior banking solutions, and decision-making better informed by data analysis.

Build upon the strengths of our enduring service-based culture, grounded in our DNA as a community-centered relationship bank, and evolving how we work as we seek to achieve national relevance as a major regional financial services hub. We achieve this and create greater growth opportunities for our communities and employees by enabling inclusion, empowerment, collaboration, and innovation.

We have made significant strides in creating a diverse and inclusive culture where our associates feel empowered to bring their authentic selves and unique perspectives to work every day. The combination of advanced technology, improved communication, scalable ways of working to achieve primary banking relationships, and strong talent have created an engaged culture with respect to both our employees and customers.

We Believe in Our Strategies

The foundational characteristics of our organization – staying true to our moral compass, ensuring safety and soundness in our decisions and for our franchise, approaching our day-to-day work with a growth mindset, and continually striving for excellence in all we do – positions us to successfully deliver on our long-term strategic vision. As we move forward, we are determined to deliver upon our vision for long-term relevance to the broader communities we serve, and help to focus on our clients’ every ambition.

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70 Speedwell Avenue

Morristown, New Jersey 07960

Notice of Annual Meeting of Shareholders

TO BE HELD TUESDAY, MAY 21, 2024

April 5, 2024

To Our Shareholders:

We invite you to attend the Annual Meeting of Shareholders of Valley National Bancorp (“Valley” or the “Company”) on Tuesday, May 21, 2024 at 9:00 a.m., Eastern Daylight Time, to vote on the following matters:

1.   Election of 14 directors;

2.

  An advisory, non-binding vote to approve our named executive officers’ compensation;

3.  Ratification of the appointmentselection of KPMG LLP as Valley'sValley’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

3.An advisory vote on executive compensation;2024; and

4.

A shareholder proposal to provide shareholders with the right to ratify executive termination pay if properly presented at the Annual Meeting.
We provide access to our proxy materials to certain of our shareholders via the Internet instead of mailing paper copies of the materials. This reduces both the amount of paper necessary to produce the materials and the costs associated with printing and mailing the materials to all shareholders. The Notice of Internet Availability of Proxy Materials ("E-Proxy Notice"), which contains instructions on how to access the notice of annual meeting, proxy statement and annual report on the Internet and how to execute your proxy, is first being mailed to holders of our common stock on or about March 9, 2018. This notice also contains instructions on how to request a paper copy of the proxy materials.
Only shareholders of record at the close of business on Tuesday, February 20, 2018 are entitled to notice of, and to vote at the meeting. Your vote is very important.Whether or not you plan to attend the meeting, please vote in accordance with the instructions provided in the E-Proxy Notice. If you receive paper copies of the proxy materials, please execute and return the enclosed proxy card in the envelope provided or submit your proxy by telephone or the Internet as instructed on the enclosed proxy card. The prompt return of your proxy will save Valley the expense of further requests for proxies.
Attendance at the meeting is limited to shareholders or their proxy holders and Valley guests. Only shareholders or their valid proxy holders may address the meeting. Please allow ample time for the admission process. See information on page 3 – "Annual Meeting Attendance."
If you accessed this proxy statement through the Internet after receiving an E-Proxy Notice, you may cast your vote by telephone or over the Internet by following the instructions in that Notice. If you received this proxy statement by mail, you may cast your vote by mail, by telephone or over the Internet by following the instructions on the enclosed proxy card.
We appreciate your participation and interest in Valley.
Sincerely,
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Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Shareholders to be held on May 21, 2024: This Proxy Statement for the 2024 Annual Meeting of Shareholders, our 2023 Annual Report to Shareholders, and the proxy card or voting instruction form are available at: proxyvote.com.

Alan D. Eskow

This year’s Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format through a live audio webcast. You will not be able to attend the Annual Meeting in person. We will provide the live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/VLY2024. For further information on how to participate in the Annual Meeting, see “Information About the Annual Meeting” on page 77 of this Proxy Statement.

You will be permitted to submit live questions at the Annual Meeting just as if you were attending an in-person meeting. Questions may be submitted beginning 30 minutes before the start of the Annual Meeting through www.virtualshareholdermeeting.com/VLY2024.

You will need the 16-digit control number printed on your notice, proxy card, or voting instruction form in order to attend, vote, and ask questions during the meeting. If you have any questions about your control number, please contact the bank, broker, or other institution where you hold your account.

Valley has utilized the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the internet. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of distribution, and reduce the environmental impact of the Annual Meeting. In accordance with this rule, on or about April 5, 2024, we mailed to those current shareholders who were shareholders at the close of business on March 25, 2024, a notice of the Annual Meeting containing a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”). The E-Proxy Notice contains instructions on how to access on the internet the Proxy Statement for the Annual Meeting and 2023 Annual Report to Shareholders and how to execute your proxy card or vote online. The E-Proxy Notice also contains instructions on how to request a paper copy of the proxy materials.

Only shareholders of record at the close of business on Monday, March 25, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote in accordance with the instructions provided in the E-Proxy Notice. If you receive paper copies of the proxy materials, you may execute and return the enclosed proxy card by mail in the envelope provided or submit your proxy by telephone or via the internet.

Your vote is very important. Regardless of whether you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. You may vote your shares by mail, by telephone, or via the internet in advance of the Annual Meeting, or by attending and voting at the Annual Meeting. For further information on how to vote, see “How To Vote” on page 78 of this Proxy Statement. If you vote via the internet or by telephone, or plan to vote virtually at the Annual Meeting, you do not need to mail in a proxy card.

We appreciate your participation and interest in Valley.

By Order of the Board of Directors,

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Ira Robbins

Chairman of the Board and Chief Executive Officer

 Gerald H. Lipkin

If you accessed this Proxy Statement through the internet after receiving an E-Proxy Notice, you may cast your vote by telephone or via the internet by following the instructions in that notice. If you received this Proxy Statement by mail, you may cast your vote by mail, by telephone, or via the internet by following the instructions on the enclosed proxy card.

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Corporate Secretary

Table of Contents

Proxy Statement Summary Chairman
Wayne, New Jersey
March 9, 2018
Important notice regarding the availability of proxy materials for the 2018 Annual Meeting of Shareholders: This Proxy Statement for the 2018 Annual Meeting of Shareholders, our 2017 Annual Report to Shareholders and the proxy card or voting instruction form are available on our website at: http://www.valleynationalbank.com/filings.html.


 1
Meeting Information 1
2018
Proxy Statement2 Highlights 

TABLE OF CONTENTS
 2
PAGE
ITEM 1:General Proxy Statement Information
1
Item 1 – Election of Directors
4
 7
Item 2 – Ratification of the Appointment of Independent Registered Public Accounting FirmDirector Information
9
 7
Report of Audit CommitteeBoard Selection
10
 7
Board Diversity 9
Director Biographies 9
Corporate Governance
11
17
Tenure and RefreshmentEngagement
11
17
Shareholder Rights18
Code of Conduct and Ethics and Corporate Governance Guidelines18
Third Party Code of Conduct and Ethics19
Board Leadership Structure and the Board’s Role in Risk Oversight
11
19
Our Hedging Policy21
Our Pledging Policy21
Political Contribution Policy21
Director Independence
11
21
Executive Sessions of Independent and Non-Management Directors
13
23
ShareholderShareholders’ and Interested PartiesParties’ Communications with Directors
13
23
Committees of the Board of Directors; Board of Directors Meetings
13
24
Compensation Consultants
15
26
Compensation as it Relates toand Risk Management
15
26
Availability of Committee Charters
15
26
Nomination of Directors
15
26
Code of ConductCompensation Committee Interlocks and Ethics and Corporate Governance GuidelinesInsider Participation
17
28
Certain Transactions with Management28
Environmental, Social, and Governance Practices30
2023 ESG Highlights30
Compensation of Directors35
Director Fees Earned or Paid in Cash35
Director Equity Awards35
Annual Limit on Director Compensation
18
35
Director Stock Ownership Guidelines36
Directors Retirement Plan36
2023 Director Compensation36
Mendelson Consulting Agreement37
Stock Ownership of Management and Principal Shareholders
19
38
Directors and Executive CompensationOfficers
22
38
Principal Shareholders39
Delinquent Section 16(a) Reports39
ITEM 2: Advisory Vote on our Named Executive Officer Compensation40
Compensation Discussion and Analysis ("CD&A")
22
42
Report of the Compensation Committee Report and Certification
31
55
Executive Compensation Tables56
Equity Compensation Plan Information
31
69
Summary Compensation Table
32
2017 Grants of Plan-Based Awards
34
Outstanding Equity Awards at Fiscal Year-End
35
2017 Stock Vested
36
2017 Pension Benefits
37
2017 Nonqualified Deferred Compensation
38
Other Potential Post-Employment Payments
39
CEO Pay Ratio
43
70
ITEM 3: Ratification of the Selection of Independent Registered Public Accounting Firm71
Report of the Audit Committee72
ITEM 4: Shareholder Proposal73
The Board’s Statement in Opposition to the Shareholder Proposal74
Other Information77
Information About the Annual Meeting77
Other Matters81
Appendix A – Non-GAAP Financial InformationA-1

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Proxy Statement Summary

This summary highlights selected information that is discussed in more detail elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the full Proxy Statement before voting. Unless the context otherwise requires, references in this Proxy Statement to “Valley,” the “Company,” “we,” “our,” or “us” refer to Valley National Bancorp; references to the “Bank” refer to Valley National Bank, the principal subsidiary of the Company; references to the “Board” refer to our Board of Directors; references to the “common stock” refer to our common stock; and references to the “Annual Meeting” refer to our 2024 Annual Meeting of Shareholders and any and all adjournments or postponements thereof.

Meeting Information

You are entitled to attend the Annual Meeting if you were a shareholder of record on the record date or hold a valid proxy.

DATE AND TIME:

Tuesday, May 21, 2024

9:00 a.m. Eastern Daylight Time

LOCATION:

Virtual Meeting:

Online at

www.virtualshareholdermeeting.com/VLY2024

RECORD DATE:

March 25, 2024

Meeting Agenda and Board Recommendations
Voting MatterBoard’s RecommendationPages
Item 3 –1: Election of DirectorsFOR each director nomineepages 7—16
Item 2: Advisory Vote on Named Executive Officer Compensation
44
FORpages 40—70
Compensation Committee Interlocks and Insider Participation
Item 3: Ratification of Selection of Independent Accounting Firm
45
FORpages 71—72
Certain Transactions with Management
Item 4: Shareholder Proposal
45
AGAINSTpages 73—76

Policy

How to Vote

Your vote is very important. You may vote your shares in advance of the Annual Meeting by mail, by telephone, or via the internet, or by attending and Proceduresvoting at the Annual Meeting. Please refer to the section “How to Vote” on page 78 of this Proxy Statement for Review, Approvaldetailed voting instructions. If you vote via the internet or Ratification of Related Person Transactions

45
Transactions
45
Section 16(a) Beneficial Ownership Reporting Compliance
46
Item 4 – Shareholder Proposal
47
Shareholder Proposals
48
Other Matters
49
Appendix A
50
by telephone or plan to vote virtually at the Annual Meeting, you do not need to mail in a proxy card.






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If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope.

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If you received a paper copy of the proxy materials, dial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the 16-digit control number printed on your notice, proxy card or voting instruction form.

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To vote via the internet before the Annual Meeting,

visit www.proxyvote.com and follow the on-screen instructions. To vote at the Annual Meeting, visit www.virtualshareholder meeting.com/VLY2024.You will need the 16-digit control number printed on your notice, proxy card, or voting instruction form.

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To vote via the internet before the Annual Meeting, you can also use your phone to scan the QR code above. You will need the 16-digit control number printed on your notice, proxy card, or voting instruction form.

A Notice of the Internet Availability of Proxy Materials was sent to our shareholders on or about April 5, 2024.

12024 Proxy Statement



VALLEY NATIONAL BANCORP
1455 Valley Road
Wayne, New Jersey 07470
PROXY STATEMENT

GENERAL INFORMATION
We are providing this proxy statement in connection with the solicitation of proxies by the Board

PROXY STATEMENT SUMMARY

Proxy Statement Highlights

ITEM 1: Election of Directors of Valley National Bancorp ("Valley," the "Company," "we," "our" and "us") for use at Valley’s 2018 Annual Meeting of Shareholders (the "Annual Meeting") and at any adjournment or postponement of the meeting. You are cordially invited to attend the meeting, which will be held at 100 Furler Street, Totowa, NJ, on Friday, April 20, 2018 at 9:00 a.m., local time. This proxy statement is first being made available to shareholders on or about March 9, 2018.

E-PROXY
Pursuant to the rules of the Securities and Exchange Commission ("SEC"), we are furnishing our proxy materials to certain shareholders over the Internet. Most shareholders are receiving by mail a Notice of Internet Availability of Proxy Materials ("E-Proxy Notice"), which

Director Nominee Snapshot

The table below provides generalsummary information about the annual meeting, the matters to be voted on at the annual meeting, the website on which our proxy statement and annual report are available for review, printing and downloading, and instructions on how to submit proxy votes. The E-Proxy Notice also provides instructions on how to request a paper copy of the proxy materials and how to elect to receive a paper copy of the proxy materials or electronic copy of the proxy materials by e-mail for future meetings.

Shareholders who are current employees of Valley or who have elected to receive proxy materials via electronic delivery will receive via e-mail the proxy statement, annual report and instructions on how to vote. Shareholders who elect to receive paper copies of the proxy materials will receive these materials by mail.
The 2018 notice of annual meeting of shareholders, this proxy statement, the Company’s 2017 annual report to shareholders and the proxy card or voting instruction form are referred to as our "proxy materials", and are available electronically at the following website: http://www.valleynationalbank.com/filings.html.
SHAREHOLDERS ENTITLED TO VOTE
The record date for the meeting is Tuesday, February 20, 2018. Only holders of common stock of record at the close of business on that date are entitled to vote at the meeting.


On the record date there were 330,804,046 shares of common stock outstanding. Each share is entitled to one vote on each matter properly brought before the meeting.
HOUSEHOLDING
When more than one holder of our common stock shares the same address, we may deliver only one E-Proxy Notice or set of proxy materials, as applicable, to that address unless we have received contrary instructions from one or more of those shareholders. Similarly, brokers and other intermediaries holding shares of Valley common stock in "street name" for more than one beneficial owner with the same address may deliver only one E-Proxy Notice or set of proxy materials, as applicable, to that address if they have received consent from the beneficial owners of the stock.
We will deliver promptly upon written or oral request a separate copy of the E-Proxy Notice or set of proxy materials, as applicable, to any shareholder of record at a shared address to which a single copy of those documents was delivered. To receive these additional copies, you may write or call Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, at 1455 Valley Road, Wayne, NJ 07470, telephone (973) 305-3380 or e-mail her at tzarkadas@valleynationalbank.com. If your shares are held in "street name", you should contact the broker or other intermediary who holds the shares on your behalf to request an additional copy of the E-Proxy Notice or set of proxy materials.
If you are a shareholder of record and are either receiving multiple E-Proxy Notices or multiple paper copies of the proxy materials, as applicable, and wish to request future delivery of a single copy or are receiving a single E-Proxy Notice or copy of the proxy materials, as applicable, and wish to request future delivery of multiple copies, please contact Ms. Zarkadas at the address or telephone number above. If your shares are held in "street name", you should contact the broker or other intermediary who holds the shares on your behalf.
PROXIES AND VOTING PROCEDURES
Your vote is important and you are encouraged to vote your shares promptly. Each proxy submitted will be voted as directed. However, if a proxy solicited by the Board of Directors does not specify how it is to be voted, it will be voted as the Board recommends—that is:


2018 Proxy Statement1

Item 1 – FOR the election of each of the 14 nominees for director named in this proxy statement;
Item 2 – FOR the ratification of the appointment of KPMG LLP;
Item 3 – FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
Item 4 – AGAINST the shareholder proposal.
We are offering you three alternative ways to vote your shares:
BY INTERNET.If you wish to vote using the Internet, you can access the web page at www.voteproxy.com and follow the on-screen instructions or scan the QR code on your E-Proxy Notice or proxy card with your smartphone. Have your proxy card available when you access the web page.
BY TELEPHONE. If you wish to vote by telephone, call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow instructions. Have your E-Proxy Notice or proxy card available when you call.
BY MAIL. To vote your proxy by mail, please sign your name exactly as it appears on your proxy card, date, and mail your proxy card in the envelope provided as soon as possible.
Regardless of the method that you use to vote, you will be able to vote in person or revoke your earlier proxy if you follow the instructions provided below in the sections entitled "Voting in Person" and "Revoking Your Proxy". If you are a participant in the Company’s Dividend Reinvestment Plan, the shares that are held in your dividend reinvestment account will be voted in the same manner as your other shares, whether you vote by mail, by telephone or by Internet.
If you are an employee or former employee of the Company, and participate in our Savings and Investment Plan (a 401(k) plan with an employee stock ownership feature—"KSOP"), you will receive a separate proxy card representing the total shares you own through this plan. The proxy card will serve as a voting instruction form for the plan trustee. The plan trustee will vote plan shares for which voting instructions are not received in the same proportion as the shares for which instructions were received under the plan.
VOTING IN PERSON.The method by which you vote will not limit your right to vote at the meeting if you later decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to vote at the meeting. If you submit a proxy and then wish to change your vote or vote in person at the meeting, you will need to revoke the proxy that you have submitted, as described below.
REVOKING YOUR PROXY
You can revoke your proxy at any time before it is exercised by:
Delivery of a properly executed, later-dated proxy; or
A written revocation of your proxy.
A later-dated proxy or written revocation must be received before the meeting by the Corporate Secretary of the Company, Alan D. Eskow, Valley National Bancorp, at 1455 Valley Road, Wayne, NJ 07470, or it must be delivered to the Corporate Secretary at the meeting before proxies are voted. You may also revoke your proxy by submitting a new proxy via telephone or the Internet. You will be able to change your vote as many times as you wish prior to the Annual Meeting and the last vote received chronologically will supersede any prior votes.
QUORUM REQUIRED TO HOLD THE ANNUAL MEETING
The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote generally for the election of directors is necessary to constitute a quorum at the meeting. Abstentions and broker "non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary power to vote with respect to that item and has not received voting instructions from the beneficial owner. Brokers do not have discretionary power to vote on the following items absent instructions from the beneficial owner: the election of directors, the advisory vote on executive compensation, or the shareholder proposal.
REQUIRED VOTE
To be elected to a new term, directors must receive a majority of the votes cast (the number of shares voted "FOR" a nominee must exceed the number of shares voted "AGAINST" the nominee). Abstentions and broker non-votes are not counted as votes cast and have no effect on the election of a director. If there is a contested election (which is not the case in 2018), directors would be elected by a plurality of votes castnominees at the Annual Meeting.
The ratification of the appointment of KPMG LLP will be approved if a majority of the votes cast are voted FOR the proposal. Abstentions and broker non-votes are not counted as votes cast and will have no impact on the outcome.
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-

22018 Proxy Statement



votes are not counted as votes cast and will have no effect on the outcome.
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.
ANNUAL MEETING ATTENDANCE
Only shareholders or their proxy holders and Valley guests may attend the Annual Meeting. For registered shareholders receiving paper copies or the proxy materials, an admission ticket Each director nominee is attached to your proxy card. Please detach and bring the admission ticket with you to the meeting. For other registered shareholders, please bring your E-Proxy Notice to be admitted to the meeting.
If your shares are held in street name, you must bring to the meeting evidence of your stock ownership indicating that you beneficially owned the shares on the record date for voting and a valid form of photo identification to be allowed access. If you wish to vote at the meeting, you must bring a proxy executed in your favor from the holder of record.
METHOD AND COST OF PROXY SOLICITATION
This proxy solicitation is being made by our Board of Directors and we will pay the cost of soliciting proxies. Proxies may be solicited by officers, directors and employees of the Company in person, by mail, telephone, facsimile or other electronic means. We will not specially compensate those persons for their solicitation activities. In accordance with the regulations of the SEC and the New York Stock Exchange ("NYSE"), we will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expense incurred in sending proxies and proxy materials to their customers who are beneficial owners of Valley common stock. We are paying Laurel Hill Advisory Group, LLC - US a fee of $8,500 plus out of pocket expenses to assist with solicitation of proxies.



2018 Proxy Statement3

ITEM 1
ELECTION OF DIRECTORS
DIRECTOR INFORMATION
We are asking you to vote for the election of directors. Under our by-laws, the Board of Directors (the “Board”) fixes the exact number of directors, with a minimum of 5 and a maximum of 25. The number of directors has been fixed by the Board at 14.
The persons named as proxies intend to vote the proxies FOR the election of the 14 persons named below (unless the shareholder otherwise directs). If, for any reason, any nominee becomes unavailablestanding for election and the Board selects a substitute nominee, the proxies will be voted for the substitute nominee selected by the Board. The Board has no reason to believe that any of the named nominees is not available or will not serve if elected. The Board retains the right to reduce the number of directors to be elected if any nominee is not available to be elected.
Each candidate for director has been nominated to serve a one-year termhold office until our 2019next annual shareholder meeting and thereafter until the person’shis or her successor has beenis duly elected and qualified. In considering a candidate forFor additional information regarding our director the Board seeks to ensure that the Board is composednominees, see “Director Information” beginning on page 7 of members whose particular experience, qualifications, attributes and skills, as a whole, can satisfy its supervision responsibilities effectively. To accomplish this guidelines are set by the Nominating and Corporate Governance Committee, further discussed below under the Corporate Governance section.
Set forth below are the names and ages of the Board’s nominees for election; the nominees’ position with the Company (if any); the principal occupation or employment of each nominee for at least the past five years; the period during which each nominee has served as our director; any other directorships during the past five years held by the nominee with companies registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the "Exchange Act") or subject to the requirements of Section 15(d) of the Securities Exchange Act or registered as an investment company under the Investment Company Act of 1940; and other biographical information for each individual director. In addition, described below is each director nominee’s particular experience, qualification, attributes or skills that has led the Board to conclude that the person should serve as a director of Valley.

Proxy Statement.

Committee
Membership

Name and Principal Occupation

Director

Since

ACCCNCRC
Gerald H. Lipkin, 77
lipkingerrya01.jpg

Ira Robbins

Chairman of the Board

Director since: 1986
Other directorships: Federal Reserve Bank of New York (FRBNY); Federal Home Loan Bank of New York (FHLBNY)
Mr. Lipkin began his career at Valley in 1975 as a Senior Vice President and lending officer, and has spent his entire business career directly in the banking industry. He became CEO and Chairman of Valley in 1989. Prior to joining Valley, he spent 13 years in various positions with the Comptroller of the Currency as a bank examiner and then Deputy Regional Administrator for the New York region. Mr. Lipkin was elected a Class A director to the Federal Reserve Bank of New York in 2013. He serves on the Federal Home Loan Bank of New York’s Board as a Member Director representing New Jersey for a four year term that commenced on January 1, 2018. Mr. Lipkin is a graduate of Rutgers University where he earned a Bachelor’s Degree in Economics. He received a Master’s Degree in Business Administration in Banking and Finance from New York University. He is also a graduate of the Stonier School of Banking. Mr. Lipkin’s education, his over 52 years of experience in lending and commercial banking in conjunction with his leadership ability make him a valuable member of our Board of Directors.






















42018 Proxy Statement



Ira Robbins, 43
a20171220proxyphotoirarobbin.jpg
PresidentDirectors and Chief Executive Officer of Valley National Bancorp and Valley National Bank.Bank

Director since: 2018
 

Andrew B. Abramson

President and Chief Executive Officer of Value Companies, Inc.

INDEPENDENT 1995 ●●

Peter J. Baum

Chief Financial Officer and Chief Operating Officer of Essex Manufacturing, Inc. and Baum-Essex Manufacturing (H.K.), Ltd.

INDEPENDENT 2012 ●●

Eric P. Edelstein

Former Managing Partner at Arthur Andersen LLP

INDEPENDENT 2003 p●

Dafna Landau

Head of Construction and Real Estate Subdivision of Bank Leumi Le-Israel B.M.

INDEPENDENT 2023 ●

Marc J. Lenner

Chief Executive Officer and Chief Financial Officer of Lester M. Entin Associates

INDEPENDENT 2007 ●p

Peter V. Maio

Former Chief Information Officer of Ally Bank

INDEPENDENT 2020 ●●

Avner Mendelson

Vice Chairman of the Board of Directors of Valley National Bancorp and Valley National Bank

 2022 ●

Kathleen C. Perrott

Former Chief Audit Executive of Accenture LLP

INDEPENDENT 2023 ●●

Suresh L. Sani

President of First Pioneer Properties, Inc.

INDEPENDENT 2007 p●

Lisa J. Schultz

Former Co-head of Capital Markets of Keefe, Bruyette & Woods

INDEPENDENT 2019 ●p

Jennifer W. Steans

President and Chief Executive Officer of Financial Investments Corporation

INDEPENDENT 2018 ●●

Jeffrey S. Wilks

President and Chief Executive Officer of Spiegel Associates

INDEPENDENT 2012 ●●

Dr. Sidney S. Williams, Jr.

Chief Executive Officer of Crossing Capital Group Inc.

INDEPENDENT 2020 ●●

p

Chair of Committee

●

Committee member

AC

Audit Committee

CC

Compensation & Human Capital Management Committee (the “Compensation Committee”)

NC

Nominating, Governance and Corporate Sustainability Committee (the “Nominating Committee”)

RC

Risk Committee

22024 Proxy Statement

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

The following illustrate the characteristics of our incumbent directors as of the Annual Meeting.

Board Members and Leadership

LOGO

12 OF OUR 14 DIRECTOR NOMINEES

are independent; the Chief Executive Officer (“CEO”) is the only member of management who is nominated for election

LOGO

6 OF OUR 14 DIRECTOR NOMINEES

self-identify as female or ethnically diverse, reflecting our commitment to diversity and inclusion

Director Tenure and Age

5 YEARS OR LESS

LOGO

AVERAGE AGE

of our director nominees, reflecting our commitment to board refreshment and focus on diversity of experience levels

LOGO

6 of 14 (or 43%)

director nominees have a tenure of 5 years or less, demonstrating our commitment to board refreshment

•Active and empowered Independent Lead Director;

•Annual Board self-assessments conducted by the Chair of the Nominating Committee and our Independent Lead Director, involving both anonymous questionnaires and one-on-one conversations with directors;

•Active and empowered Committee chairs, all of whom are independent;

•Executive sessions of non-management directors at least twice per year; and

•Executive sessions of independent directors at least twice per year.

Governance Best Practices

•Appointment of an Independent Lead Director if the role of the Chairman is combined with that of the CEO;

•Annual review by the Board of its leadership structure as part of its self-assessment process;

•Annual Board evaluation and director retirement policy to help to ensure Board refreshment;

•Nominating Committee review of the performance and position of the Independent Lead Director and recommendations to the independent directors who annually elect the Independent Lead Director;

•The Board and its Committees work with management to diligently monitor and manage risk;

•Regular outreach and engagement throughout the year by our CEO, Chief Financial Officer (“CFO”), Deputy CFO and Director of Corporate Finance, as well as invitations for engagement from the Chair of our Nominating Committee, the Chair of our Compensation Committee, the Chair of our Risk Committee, our CFO, and General

Counsel, with shareholders regarding Company strategy, business resilience, performance, corporate governance, enterprise-level risk management, and executive compensation matters;

•Majority voting for directors with resignation policy in uncontested elections;

•Shareholders holding at least 25% of our outstanding common stock who have continuously held the shares for at least one year may request a special meeting;

•No supermajority vote provisions for amendments to Bylaws and Certificate of Incorporation or removing a director from office;

•No shareholder rights plan (commonly referred to as a “poison pill”);

•Stock ownership guidelines for directors and executive officers; required to hold at least 50% of their required ownership until six months following termination of service with the Company;

32024 Proxy Statement

PROXY STATEMENT SUMMARY

•Clawback policy permitting cancelation of unvested awards and recoupment of vested equity awards and previously paid cash awards in the event of an executive officer’s intentional fraud or intentional misconduct;

•Clawback policy in the event of a financial restatement in compliance with Nasdaq requirements;
•100% independent directors on the Audit Committee, Compensation Committee and Nominating Committee;

•Policies to prohibit hedging and pledging of Company securities by directors and executive officers; and

•Proxy access for shareholders holding 3% or more of our outstanding common stock for at least three years.

For a description of our corporate governance practices, see “Corporate Governance” beginning on page 17 of this Proxy Statement.

ITEM 2: Advisory Vote on our Named Executive Officer Compensation (“Say-on-Pay”)

You are being asked to approve on an advisory, non-binding basis the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. For additional information regarding our executive compensation program and our NEO compensation, see “Compensation Discussion and Analysis” beginning on page 42 of this Proxy Statement.

The Board recommends that you vote “FOR” the proposal to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement.

2023 Financial Performance

•Net income for the year ended December 31, 2023 was $498.5 million, or $0.95 per diluted common share, as compared with $568.9 million, or $1.14 per diluted common share, for 2022.

•Total loans increased $3.3 billion, or 7.0%, to $50.2 billion at December 31, 2023 as compared with December 31, 2022.

•Net interest income on a tax equivalent basis of $1.7 billion for 2023 was relatively unchanged from 2022.
•Our net interest margin on a tax equivalent basis declined 49 basis points to 2.96% for 2023 as compared with 3.45% for 2022.

•Net loan charge-offs totaled $62.0 million for 2023 as compared to $19.1 million for 2022. Our total net loan charge-offs to average loans was 0.13% and 0.05% for the years ended December 31, 2023 and 2022, respectively. Non-accrual loans represented 0.58% of total loans at December 31, 2023, compared with 0.57% of total loans at December 31, 2022.

The graphs below summarize certain of the Company’s key financial performance metrics for the 2021-2023 three-year performance period: ($ in millions)

LOGO

LOGO

42024 Proxy Statement

PROXY STATEMENT SUMMARY

LOGO

LOGO

*

Represents a non-GAAP financial measure. See Appendix A to this Proxy Statement for reconciliations of non-GAAP measures and related information regarding these non-GAAP measures. Net interest income and net interest margin are presented on a fully tax equivalent basis.

Our Compensation Program and 2023 Compensation Determinations

Compensation Philosophy

We believe that the Company’s executive compensation should be structured to balance the expectations of our shareholders, our other stakeholders and our executives. We have adopted a compensation philosophy that seeks to achieve this balance by taking into consideration the following factors:

•Pay is substantially aligned with performance: We assess our performance and strive to hold our NEOs and, in particular, our CEO, accountable.

•We utilize a balanced compensation structure: We employ a mixture of short-term and long-term financial rewards to our executives.
•We benchmark our compensation package against our peer group: We inform our compensation decisions by measuring our practices against bank holding companies that are similar in size and complexity to the Company.

Compensation Elements

Our NEOs’ total direct compensation consists of three main elements:

•Base salary. Base salary is a customary, fixed element of compensation intended to attract and retain executives. Base salary is the only component of the NEOs’ total direct compensation that is not at risk.

•Annual non-equity incentive awards. Awards under our non-equity incentive compensation program are set at target levels that reflect our NEOs’ roles and responsibilities, ranging from 80% to 125% of base salary. Potential payout opportunities under the non-equity incentive compensation program are designed to reward achievement of financial results, as well as the achievement of shared and individual strategic and operational goals.
•Long-term equity incentive awards. 25% of the value of each NEO’s equity incentive award is granted in the form of time-based restricted stock units (“RSUs”) that vest pro rata on an annual basis over a three-year period. The remaining 75% is granted in the form of performance-based RSUs that vest based on the Company’s adjusted Growth in Tangible Book Value (“GITBV”) and relative Total Shareholder Return (“TSR”) performance over a three-year performance period. The number of performance-based RSUs earned at the end of the three-year performance period is determined by a formula that uses a comparison of our actual GITBV and TSR result to target-level GITBV and TSR. The number of shares that can be earned may range from 0% to 200% of the target, depending on performance.

2023 Compensation Overview

•While our executive compensation philosophy, together with our compensation elements, are unchanged from last year, in June 2023, following the banking crisis, the Compensation Committee amended our non-equity incentive compensation program to incorporate an operational objective specific to risk management and control. Based on the critical importance of the

Company’s strategic and operational objectives for long-term value creation, 60% of our non-equity incentive compensation program is based on the successful completion of certain such objectives, with the remaining 40% tied to financial objectives. For 2023, 15% of such total was tied to risk management and control.

52024 Proxy Statement

PROXY STATEMENT SUMMARY

•No changes were made to the annual base salary for any of the NEOs.

•In the context of a challenging year in the banking industry, we did not meet the financial objective under our non-equity incentive plan, but we achieved many of our strategic objectives, in particular the successful completion of our core transformation. This mixed performance resulted in our NEOs receiving non-equity incentive awards equal to 71.5% of target on average.

•A significant portion of NEOs’ compensation is tied to our GITBV and relative TSR performance—two metrics under our equity incentive plan that directly align with our shareholders’ interests. Our tangible book value performance was strong during the 2021-2023 performance period for our GITBV-based RSU awards,

exhibiting year-over-year growth during the period. This resulted in a maximum 200% of target payout for these awards. Our cumulative TSR was 3.43% for the three-year performance period ended December 31, 2023, and our percentile rank against the constituent banks comprising the KBW Regional Bank Index (the “KRX Index”) at the beginning of 2021 that are still being traded at the end of 2023 was 48.49%. Accordingly, for the 2021 TSR performance-based RSU awards, our performance achievement resulted in payout at 96.98% of target.

•On average, the total direct compensation of our NEOs for 2023 decreased by 9.3% compared with 2022, reflecting the Compensation Committee’s philosophy of pay-for-performance. See below under “Compensation Awarded for 2023 – Summary” for additional information.

2023 Say-on-Pay Results

The Compensation Committee and the Board value the input of our shareholders regarding our NEO compensation. At our 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), over 98% of the shares voted on our “say-on-pay” proposal voted in favor of the Company’s executive compensation program.

ITEM 3: Ratification of the Selection of our Independent Registered Public Accounting Firm

You are being asked to ratify the Audit Committee’s selection of KPMG LLP as our independent registered public accounting firm for 2024. For additional information regarding the Audit Committee’s selection of, and the fees paid to, KPMG LLP, see “Report of the Audit Committee” on page 72 and “Item 3: Ratification of the Selection of Independent Registered Public Accounting Firm” beginning on page 71 of this Proxy Statement.

ITEM 4: Shareholder Proposal

You are being asked to vote on a shareholder proposal to provide shareholders with the right to ratify executive termination pay if properly presented at the Annual Meeting. For additional information regarding the proposal, see “Item 4: Shareholder Proposal” beginning on page 73 of this Proxy Statement.

62024 Proxy Statement

LOGO

ITEM 1

Election of Directors

Director Information

The Board is recommending 14 nominees for election as directors at the Annual Meeting. All nominees currently serve as directors on the Board. Ms. Perrott was appointed to the Board on September 18, 2023. With the exception of Ms. Perrott, all of our director nominees were elected by you at our 2023 Annual Meeting. If any nominee is unable to stand for election for any reason, the shares represented at the Annual Meeting may be voted for another candidate proposed by the Board, or the Board may choose to reduce its size. The Board has no reason to believe any director nominee is not available or will not serve if elected.

Each director is nominated to serve until our 2025 Annual Meeting of Shareholders and until a successor is duly elected and qualified.

Board Selection

The Nominating Committee reviews and selects candidates for nomination to the Board in accordance with its charter.

The Nominating Committee reviews the Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term corporate strategy and shareholder values. The Nominating Committee also takes into consideration the results of the Board’s self-assessment, an annual process by which directors assess the performance and needs of the Board. Based on its review, the Nominating Committee helps to identify and vet nominees who would make valuable contributions to the Board. The Nominating Committee seeks to identify candidates with diverse backgrounds possessing the desired qualities, skills, and experience. The Nominating Committee recommends candidates to the Board, which approves nominees to be voted upon by our shareholders.

In the last several years, the Nominating Committee has paid particular attention to Board refreshment. The Nominating Committee believes that its recent actions demonstrate a continuing commitment to independence and oversight.

Focus on Board Diversity Over the Past 7 Years:

+10

+4  

+1 

NEW DIRECTORS

FEMALE   

DIRECTORS   

ETHNICALLY  

DIVERSE DIRECTOR  

LOGO

72024 Proxy Statement

ELECTION OF DIRECTORS

Our Corporate Governance Guidelines specify that a director is eligible for re-election if the director has not attained age 76 before the date of the Annual Meeting.

While the Nominating Committee does not have a specific diversity policy and does not focus on any one of the above factors more than the others, the Nominating Committee is committed to enhancing the diversity of our Board. The Nominating Committee believes that a balance of director diversity and tenure is a strategic asset to our investors. The range of our directors’ tenure encompasses directors who have historic institutional knowledge of the Company and the competitive environment, complemented by newer directors with varied backgrounds and skills. The robustness of our refreshment strategy combines experience and continuity with new perspectives. It is of critical importance to the Company that the Nominating Committee recruit directors who help achieve the goal of a well-rounded, diverse Board that functions respectfully and effectively as a unit.

The Nominating Committee considered a matrix that represents certain of the skills, experience, or attributes that the Committee identified as valuable to the effective oversight of the Company and execution of its business and strategy. The following matrix shows such skills, experience, or attributes and identifies those director nominees that possess them. This matrix provides a summary only. It does not encompass all of the skills, experience, or attributes of our director nominees and does not suggest that a nominee who is not listed as having a particular skill, experience, or attribute does not possess that particular skill, experience, or attribute or is unable to contribute to the decision-making process in that area.

      LOGO    LOGO   LOGO    LOGO    LOGO    LOGO   LOGO    LOGO    LOGO   LOGO   LOGO   LOGO   LOGO    LOGO

DEMOGRAPHICS

              
               

Age

 49 70 68 74 52 58 63 49 61 59 62 60 64 55
               

Tenure Years

 6 29 11 20 1 16 4 1 0 16 5 6 12 3
              

SKILLS

              
               

Audit – Accounting experience at an accounting firm or at a public or private company

 ●     ●   ●     ●   ● ●   ●
               

Capital Markets – Experience in capital markets with investment banking or funds management company

 ●                   ●   ● ●
               

Core Industry – Experience in the banking industry

 ●       ●   ● ●     ● ● ● ●
               

Innovation, Technology & Cyber – Experience in IT, cyber security or digital technology

             ●   ●          
               

Market Knowledge – Experience in an industry relevant to Valley’s businesses

 ● ● ●   ● ●   ●   ● ● ● ● ●
               

Risk – Experience with risk management in investment banking, insurance or bank regulatory matters at a public or private company

 ● ●   ● ●   ●   ●   ● ● ● ●
               

Senior Executive – Experience as an executive of a public or private company

 ● ● ● ● ● ● ● ● ● ● ● ● ● ●
               

Social/Charitable – Executive or board member with social or charitable responsibilities

 ● ● ●     ● ● ● ● ●   ● ● ●

82024 Proxy Statement

ELECTION OF DIRECTORS

Board Diversity

The matrix below provides the diversity statistics for the Board in the format required by Nasdaq rules.

(As of April 5, 2024)

 

  

Part I: Gender Identity

  Female   Male   Non-Binary   Did Not Disclose 
  

Directors

  4   10   —   — 
  

Part II: Demographic Background

     
     

African American or Black

  —   1   —   — 
     

Alaskan Native or Native American

  —   —   —   — 
     

Asian

  —   1   —   — 
     

Hispanic or Latinx

  —   —   —   — 
     

Native Hawaiian or Pacific Islander

  —   —   —   — 
     

White

  4   8   —   — 
     

Two or More Races or Ethnicities

  —   —   —   — 
     

LGBTQ+

  —   —   —   — 
     

Did Not Disclose

  —   —   —   — 

Director Biographies

The biography of each director nominee is set out below and contains information regarding the nominee’s tenure as a director, his or her age, business experience for at least the last five years, any other public company directorships held during the last five years, and the experiences, qualifications, attributes, or skills that caused the Nominating Committee and the Board to determine that the person should be nominated to serve as a director. Unless otherwise indicated below, each director nominee has served in his or her current position for at least five years.

IRA ROBBINSCHIEF EXECUTIVE OFFICER OF VALLEY NATIONAL BANCORP AND
VALLEY NATIONAL BANK, CHAIRMAN OF THE BOARD

LOGO

AGE:

49

DIRECTOR SINCE:

2018

Mr. Robbins is Chairman of the Board and CEO of the Company and the Bank, allowing him to approach his director role from a unique perspective. He joined Valley in 1996 as part of the Bank'sBank’s Management Associate Program and has heldgrown along with the Company. From college student to thought leader, his nearly 30-year career at Valley has seen him through several key positions throughout the Bank for over 20 years. In 2009, he was awarded the title of First Senior Vice President and Treasurer and he was promoted to Executive Vice President in 2013. In 2016, Mr. Robbins was recognized forwhere 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 Bank’s growth withCompany’s roots as a promotionlocal bank. In an ever-evolving digital and mobile world, Mr. Robbins and the rest of Valley’s leadership team strive to Senior Executive Vice President. In 2017, he was appointed as Presidentcreate 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 Valley National BankScience degree in Finance and assumedEconomics from Susquehanna University, his Master of Business Administration in Finance from Pace University and is a graduate of Stonier Graduate School of Banking. He is a Certified Public Accountant (“CPA”) in New Jersey and a member of both the roleNew Jersey Society of CEO in 2018. Certified Public Accountants and the American Institute of Public Accountants.

Mr. Robbins serves as aon the board member forof directors of the Mid-Size Bank Coalition of America, the New Jersey Bankers Association (“NJBA”), the New York Bankers Association and the Federal Home Loan Bank of New York (“FHLBNY”). He also serves on the board of directors of the Jewish Vocational Service of MetroWest NJ (JVS)New Jersey and is also a member ofon the Morris Habitat for Humanity Leadership Council. HeMr. Robbins takes great pride in community outreach and is an active supporter of several other philanthropic organizations throughout thein his community as well. Mr. Robbins received a Bachelor of Science Degree in Finance and Economics from Susquehanna University and received his Masters of Business Administration Degree in Finance from Pace University. He is also a graduate of the Stonier Graduate School of Banking. Mr. Robbins' education, his over 20 years of experience in banking in conjunction with his leadership ability make him a valuable member of our Board of Directors.

92024 Proxy Statement

Andrew B. Abramson, 64

ELECTION OF DIRECTORS

ANDREW B. ABRAMSON

PRESIDENT AND CHIEF EXECUTIVE OFFICER, VALUE COMPANIES, INC.

(A REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT FIRM)

abramsonandrewa01.jpg

LOGO

AGE:

70

DIRECTOR SINCE:

1995

  
Mr. Abramson is President and Chief Executive Officer,CEO of Value Companies, Inc. (a, a real estate development and property management firm).
Director since: 1994
Mr. Abramsonfirm. He is a licensed real estate broker in the States of New Jersey and New York.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 501(c)(3) not-for-profit charity that supports innovation and groundbreaking breast cancer research. Mr. Abramson graduated from Cornell University with a Bachelor’s Degree,Bachelor of Science degree, and a Master’s Degree,Master of Science degree, both in Civil Engineering. With 38over 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. 
the Board.
PETER J. BAUM

CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF

ESSEX MANUFACTURING, INC. AND BAUM-ESSEX MANUFACTURING (H.K.), LTD.

Peter J. Baum, 62
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LOGO

AGE:

68

DIRECTOR SINCE:

2012

  
Chief Financial Officer

Mr. Baum is the CFO and Chief Operating Officer of Essex Manufacturing, Inc. (manufacturer, importer(“Essex”) and distributor of consumer products).

Director since: 2012
Baum-Essex Manufacturing (H.K.), Ltd. Mr. Baum joined Essex Manufacturing, Inc. in 1978 as an Asian sourcing manager. Essex Manufacturing, Inc. has been in business for over 5570 years and manufactures 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.Bachelor of Science degree in Economics. Mr. BaumHe brings over 3645 years of business experience, including as a business owner for 20 years. Mr. Baum also brings25 years, as well as financial experience and expertise to Valley’s Boardthe Board. Mr. Baum’s business experience includes serving as a managing partner of Directors.600 Palmyrita LLC, a company which owns and leases a warehouse facility, and P&B West Coast Realty, LLC, a company which owns and invests in commercial real estate. Mr. Baum appears on CNBC (U.S. & Asia) providing commentary on Asia developments.

102024 Proxy Statement

ELECTION OF DIRECTORS

ERIC P. EDELSTEINFORMER MANAGING PARTNER AT ARTHUR ANDERSEN LLP
Pamela R. Bronander, 61
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LOGO

AGE:

74

DIRECTOR SINCE:

2003

  
Vice President, KMC Mechanical, Inc.; President, Kaye Mechanical Contractors LLC (mechanical contractor).
Director since: 1993
Ms. Bronander has full managerial responsibility for the financial, operational, human resources, and legal aspects of two mechanical contracting companies: K.M.C. Mechanical, Inc. and Kaye Mechanical Contractors, LLC that serve the Tristate area. Ms. Bronander was formerly an officer of Scandia Packaging Machinery Company. She graduated with a Bachelor’s Degree in Economics from Lafayette College. Ms. Bronander brings years of general business, managerial and small business financial expertise to Valley’s Board of Directors.




2018 Proxy Statement5

Eric P. Edelstein, 68
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Consultant.
Director since: 2003
Mr. Edelstein is a former Director of Aeroflex, Incorporated and Computer Horizon Corp.; former Executive Vice President and Chief Financial OfficerCFO of Griffon Corporation, (aa diversified manufacturing and holding company),company, and a former Managing Partner at Arthur Andersen LLP, (anan accounting firm). Mr. Edelsteinfirm. 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. He is also a former Director of Aeroflex Incorporated, a manufacturer of microelectronic, test, and measurement products, and Computer Horizon Corp., a provider of information technology services to telecommunications, insurance, finance, and manufacturing corporations. Mr. Edelstein received his Bachelor’s Degree inBachelor of Business Administration degree and his Master’s Degree inMaster of Professional Accounting degree from Rutgers University. With 31over 30 years of experience as a practicing CPA and as a management consultant, Mr. Edelsteinhe brings to the Board in-depth knowledge of generally accepted accounting principles and auditing standards as well as a wide range of business expertise to our Board.expertise. He has worked with audit committees and boards of directors in the past and provides Valley’sthe Board of Directors with extensive experience in auditing and preparation of financial statements.
Mr. Edelstein currently serves as a consultant.
DAFNA LANDAUHEAD OF CONSTRUCTION AND REAL ESTATE SUBDIVISION OF
BANK LEUMI LE-ISRAEL B.M.
Mary J. Steele Guilfoile, 64

LOGO

AGE:

52

DIRECTOR SINCE:

2023

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Chairman of MG Advisors, Inc. (financial services merger and acquisition advisory and consulting firm).
Director since: 2003
Other directorships: Interpublic Group of Companies, Inc., CH Robinson Worldwide
  
Ms. Guilfoile isLandau has been the former Executive Vice PresidentHead of Construction and Corporate TreasurerReal Estate Subdivision for Bank Leumi Le-Israel B.M. (“BLITA”), the oldest banking corporation in Israel, since 2018. She also serves as BLITA’s Chair of J.P. Morgan Chase & Co. (a global financial services firm) and a former Partner, Chief Financial Officer and Chief Operating Officer of The Beacon Group, LLC (a private equity, strategic advisory and wealth management partnership). Ms. Guilfoile is Chairman of MG Advisors, Inc.the Real Estate Credit Committee for large credit facilities and is also a Partner of The Beacon Group L.P. (a private investment group), a CPA, Chairmanmember of the Audit Committee of Interpublic Group of Companies, Inc., and was Chairman of the Audit Committee of Viasys Healthcare, Inc. She received her Bachelor’s Degree in Accounting from Boston College Carroll School of Management and her Master’s Degree in Business Administration with concentrations in strategic marketing and finance from Columbia University Graduate School of Business. With her wide range of professional experience and knowledge,BLITA’s Supreme Credit Committee. Prior to this role, Ms. Guilfoile brings a variety of business experience in corporate governance, risk management, accounting, auditing, investment and management expertise to Valley’s Board of Directors.
Graham O. Jones, 73
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Partner and Attorney, law firm of Jones & Jones.
Director since: 1997
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 andLandau served as the former PresidentChief Risk Officer at the Bank of Jerusalem from 2017 to 2018. She has also served as the Head of Real Estate Investment and DirectorManagement for Leumi Partners, the investment arm of Hoke, Inc., (manufacturerBLITA, where she established real estate investment activities in Israel, the United States and distributorEurope. Ms. Landau earned a Bachelor of fluid control products). He was a DirectorArts degree in Economics and General Counsel for 12 years at Midland Bancorporation, Inc. and Midland Bank & Trust Company. Mr. Jones was a partner at Norwood Associates II for 10 years and was a 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,Management, as well as professionalher Master of Business Administration degree in Finance and civic affiliations, heMarketing, from Tel Aviv University. Ms. Landau brings a long history30 years of banking law expertise and a variety of business experience and professional achievements to Valley’s Board of Directors.

62018 Proxy Statement



Gerald Korde, 74
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President, Birch Lumber Company, Inc. (wholesale and retail lumber distribution company).
Director since: 1989
Mr. Korde is the owner of Birch Lumber Company, Inc. and has various business interests includingexpertise in commercial lending transactions, credit risk management, operational risk, market risk, liquidity risk, real estate investment, projects with Chelsea Senior Livingreal estate and Inglemoor Care Center of Livingston. He earned a Bachelor’s Degree in Finance fromconstruction financing, and management experience to the University of Cincinnati. Mr. Korde’s years of general business and managerial expertise, including his background as a former owner and manager of motels, provides a long history of entrepreneurship and managerial knowledge that brings value to Valley’s Board of Directors.Board.

112024 Proxy Statement

Michael L. LaRusso, 72
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Financial Consultant.
Director since: 2004
Mr. LaRusso is a former Executive Vice President and a Director of Corporate Monitoring Group at Union Bank of California. He held various positions as a federal bank regulator with the Comptroller of the Currency for 23 years and assumed a senior bank executive role for 15 years in large regional and/or multinational banking companies (including Wachovia, Citicorp and Union Bank of California). He holds a Bachelor’s Degree in Finance from Seton Hall University and he is also a graduate of the Stonier School of Banking. Mr. LaRusso’s extensive management and leadership experience with these financial institutions positions him well to serve on Valley’s Board of Directors.

ELECTION OF DIRECTORS

MARC J. LENNERCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF
LESTER M. ENTIN ASSOCIATES
Marc J. Lenner, 52
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LOGO

AGE:

58

DIRECTOR SINCE:

2007

  
Chief Executive OfficerMr. Lenner has served as the CEO and Chief Financial Officer ofCFO at Lester M. Entin Associates (a(“Lester”), a real estate development and management company).
Director since: 2007
Mr. Lenner became the Chief Executive Officer and Chief Financial Officer at Lester M. Entin Associates incompany, since 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-DirectorPresident, Treasurer and Director of The Lester M. & Sally Entin Foundation, 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 bothBachelor of Business Administration degree and Accounting.a Bachelor of Accounting degree. With Mr. Lenner’shis financial and professional background, he provides management, finance, investing and real estate experience to Valley’s Board of Directors.
the Board.
PETER V. MAIOFORMER CHIEF INFORMATION OFFICER OF ALLY BANK
Suresh L. Sani, 53
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LOGO

AGE:

63

DIRECTOR SINCE:

2020

  
President, First Pioneer Properties, Inc. (a commercial real estate management company).
Director since: 2007

Mr. SaniMaio is a former associateChief Information Officer at Ally Bank, a subsidiary of Ally Financial Inc., with responsibility for Customer Information and Analytics and Corporate Technology. Prior to joining Ally, he held various technology leadership positions in large financial services companies including CIT, Charles Schwab, and Fidelity Investments. Mr. Maio served on the board of advisors of the North Carolina Technology Association from 2015 to 2018. Mr. Maio currently serves as a consultant.

Mr. Maio holds a Bachelor of Science degree in Economics from The Wharton School at the lawUniversity of Pennsylvania and a Master of Business Administration degree in Information Systems and International Business from The Stern School of Business at New York University. In 2020, Mr. Maio earned the Computer Emergency Response Team (“CERT”) Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University. In 2023, Mr. Maio completed the ESG Executive Certificate Senior Leaders Program at The Wharton School Aresty Institute of Executive Education, University of Pennsylvania.

Mr. Maio also volunteers as a member of the board of directors of Greater Pike (Pennsylvania) Community Foundation, a not-for-profit institution supporting regional charitable causes.

With more than 35 years of technology experience in financial services firms, Mr. Maio brings to the Board in-depth experience in formulating and executing information technology strategy as well as experience of technology solution delivery driven from business-based vision.

122024 Proxy Statement

ELECTION OF DIRECTORS

AVNER MENDELSONVICE CHAIRMAN OF THE BOARD OF DIRECTORS OF
VALLEY NATIONAL BANCORP AND VALLEY NATIONAL BANK

LOGO

AGE:

49

DIRECTOR SINCE:

2022

Mr. Mendelson joined the Board in 2022 and serves as the Vice Chairman. Prior to this role, he served as President and CEO of Bank Leumi USA from 2013 until its acquisition by Valley in April 2022. Mr. Mendelson had been with BLITA since 2007, and during his tenure, he served as Head of Group Strategy and International Operations, as well as Chief of Staff. He also served on Bank Leumi USA’s board of directors from 2012 until 2022.

Prior to joining BLITA, Mr. Mendelson was a Senior Consultant with McKinsey & Company in London. Before that, he served in the Israeli Defense Forces for three years.

Mr. Mendelson earned his Bachelor degree in Economics and International Relations from The Hebrew University of Jerusalem and his Master of Business Administration degree from the Wharton School of Business at the University of Pennsylvania. He serves on the board of directors of United Jewish Appeal Federation of New York, the board of directors of Regents for the American Friends of The Hebrew University, and the board of directors of the Shefa School. He also serves on the board of advisors of Fibrotex USA, Inc., a manufacturer of protective solutions for defense and space industries, and on the board of directors of MOVii S.A., a digital payment platform.

KATHLEEN C. PERROTTFORMER CHIEF AUDIT EXECUTIVE OF ACCENTURE LLP

LOGO

AGE:

61

DIRECTOR SINCE:

2023

Ms. Perrott served as Chief Audit Executive at Accenture LLP (“Accenture”), a global public professional services firm, from September 2014 to August 2020 and retired from the firm in February 2021. In her Chief Audit Executive role, Ms. Perrott led Accenture’s global internal audit function, where she, among other things, digitized the firm’s processes and developed its analytics capability to optimize risk assessment efforts and continuous monitoring, and she also developed a comprehensive approach to evaluating the management of Sheaintegration and post-merger risks. Prior to taking on the role of Chief Audit Executive, Ms. Perrott held a number of roles of increasing responsibility at Accenture, including as Global Finance Lead for several different functional service lines from 1992 to 2003, Technology CFO from 2003 to 2009, North America CFO from 2009 to 2012, and Internal Audit Managing Director from 2012 to 2014. Prior to joining Accenture, Ms. Perrott served in various public accounting roles in the external audit practice of Arthur Andersen & Gould. AsCo. from 1985 to 1992. Ms. Perrott earned a Bachelor of Arts degree in Political Science with a concentration in Accounting from Duke University. Ms. Perrott has served on the board of directors of Clearwater Marine Aquarium, a non-profit organization committed to the rescue, rehabilitation and release of injured marine life, since 2021, and as Vice Chair since 2022. She has also served on the Finance Advisory Board for the town of Belleair in Florida since 2022 and on the board of directors of Morton Plant Mease Healthcare Foundation since 2023. Ms. Perrott brings to the Board expertise in audit, risk assessment, and risk management with a specific focus on financial, operational, information technology, information security, and cyber risks.

132024 Proxy Statement

ELECTION OF DIRECTORS

SURESH L. SANIPRESIDENT OF FIRST PIONEER PROPERTIES, INC.

LOGO

AGE:

59

DIRECTOR SINCE:

2007

Mr. Sani serves as president of First Pioneer Properties, Inc. (“First Pioneer”), hea commercial real estate management company. Mr. Sani joined First Pioneer in 1989 and is responsible for the acquisition,acquiring, financing, developing, leasing, and managing of real estate assets. He has over 2630 years of experience in managing and owning commercial real estate in Valley’s lending market area. Mr. Sani is also a former Real Estate associate at the law firm of Shea & Gould LLP and serves as General Counsel for First Pioneer. With that responsibility, Mr. Sani has considerable experience in different areas of law including real estate, tax, land use, government regulatory, and labor. Mr. Sani received his Bachelor’s DegreeBachelor degree from Harvard College and a Juris Doctor Degreedegree from the New York University School of Law. He brings a legal background, small business network management and real estate expertise to Valley’sthe Board.
LISA J. SCHULTZFORMER CO-HEAD OF CAPITAL MARKETS OF KEEFE, BRUYETTE & WOODS

LOGO

AGE:

62

DIRECTOR SINCE:

2019

Ms. Schultz retired as co-head of Capital Markets at Keefe, Bruyette & Woods, Inc. (“KBW”), as of year-end 2018. She joined KBW, a financial services oriented investment bank, as part of the merger between Stifel Financial Corp. (“Stifel”) and KBW. 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 has had primary responsibility for raising billions of dollars of capital for U.S. depository institutions. She started her career at Drexel Burnham Lambert Inc. Ms. Schultz received her Bachelor degree from Simmons College in 1983. With Ms. Schultz’s experience, she brings to the Board of Directors.expertise in strategic positioning, investor perspective, capital alternatives, and the financial services markets.

142024 Proxy Statement





ELECTION OF DIRECTORS

JENNIFER W. STEANSPRESIDENT AND CHIEF EXECUTIVE OFFICER OF FINANCIAL INVESTMENTS CORPORATION

LOGO

AGE:

60

DIRECTOR SINCE:

2018 Proxy Statement

7

  

Jennifer W. Steans, 54

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President and CEO, Financial Investments Corporation, ("FIC"), a private asset management firm.
Director since: 2018
Other directorships: MB Financial, Inc. USAmeriBancorp, Inc.

Ms. Steans is the President and CEO of Financial Investments Corporation, (“FIC”), a private asset management firm, where she oversees private equity investments and the Steans Family Office operations. Ms. Steans served asShe was the Chairmanformer Chair of USAmeriBancorp, Inc., from until its organizationmerger with Valley in 2006 until it was acquired by Valley on January 1, 2018. Ms. Steans also serves on the board of directors of Arabella Advisors and Laramar and is on the advisory board for 5th Century Partners, Prairie Capital, and Siena Capital Partners. She also serves on the Executive Committee of The Commercial Club of Chicago.

Prior to her existing positions, Ms. Steans served as a director of MB Financial Inc. (MBFI)(“MBFI”), a publicly traded regional bank holding company located in Chicago, from August 2014 until January 1, 2018 when she resigned to become a director of Valley.   From 2008 until it was acquired by MB Financial in August 2014, Ms. SteansChicago. She also served as a directorDirector of Cole Taylor Bank and Taylor Capital.    She is a director of a variety of privately held entities including Provest Holdings, LLC, Centerline Solutions, and Catastrophe Solutions International.  In addition, she serves on the Advisory Board for Carlyle Asia Growth Partners III, LP, Laramar Multi-Family Value Fund, Resource Land Fund, and Siena Capital Partners.before being acquired by MBFI. Ms. Steans also servesis active in the nonprofit community, serving on a numberseveral boards, including Chair of nonprofit entities, includingNavy Pier, the Chicago Foundation for Women, Kellogg Advisory Board,past Chair of Ravinia Festival, and the board of directors of RUSH University Medical Center.  Center, DePaul University and World Business Chicago.

She is also involved in many community organizations and ventures in the Greater Chicago Area.

Ms. Steans brings a strong financial background, experience in risk management, knowledge about banking strategy and a diverse background to the Board. She received a BSBachelor of Science degree in Mathematics from Davidson College and an MBAa Master of Business Administration degree from Thethe Kellogg School of Management at Northwestern University. Ms. Steans brings to the Board a strong financial background, experience and knowledge about banking strategy from serving on the boardsIn 2013, she was named as one of other bank holding companies  and diverse business experience from her service as a director of private companies.  



American Banker’s 25 Most Powerful Women in Finance.

JEFFREY S. WILKSPRESIDENT AND CHIEF EXECUTIVE OFFICER OF SPIEGEL ASSOCIATES
Jeffrey S. Wilks, 58
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LOGO

AGE:

64

DIRECTOR SINCE:

2012

  
Principal and Executive Vice President

Mr. Wilks is the CEO of Spiegel Associates (aInc., a real estate ownership and development company).

Director since: 2012
Other directorships: State Bancorp, Inc.
Mr. Wilkscompany. He served as a director of State Bancorp, Inc. (“SBI”) from 2001 to 2011 and was appointed to Valley’sthe Board of Directors in connection with Valley’s acquisition of State Bancorp, Inc., effectiveSBI in January 1, 2012. From 1992 to 1995, Mr. Wilkshe was an Associate Director of Sandler O’Neill, an investment bank specializing in the banking industry. Prior to that, Mr. Wilks was a Vice President of Corporate Finance at NatWest USA and Vice President of NatWest USA Capital Corp. and NatWest Equity Corp., each an investment affiliate of NatWest USA. Mr. WilksHe serves on the board of directors of the New Cassell Business Association, is a member of the Board of Trustees of Central Synagogue, New York,Museum at Eldridge Street, is a member of the board of the Museum at Eldridge Street, and is a member of the Boarddirectors of City Parks Foundation.Foundation and The Association for a Better Long Island. Mr. Wilks served as Directordirector of the Banking and Finance Committee of the UJA -United Jewish Appeal Federation of New York from 1991 to 2001. Mr. Wilks

He earned his BSBABachelor of Science in Business Administration degree in Accounting and Finance from Boston University. Mr. WilksUniversity and brings to the Board experience in banking, finance, and investmentsinvestments.

152024 Proxy Statement

ELECTION OF DIRECTORS

DR. SIDNEY S. WILLIAMS, JR.CHIEF EXECUTIVE OFFICER OF CROSSING CAPITAL GROUP INC.

LOGO

AGE:

55

DIRECTOR SINCE:

2020

Rev. Dr. Sidney S. Williams, Jr. has more than 30 years of experience in corporate and community development, which enables him to contribute a unique set of experiences and expertise to the Board. While working for first-tier investment banks, he participated in over $10 billion in public equity and debt offerings, acquisitions, mergers, joint ventures and intellectual property licensing. His board expertise includes ESG, DEI, audit and investments.

Dr. Williams is a graduate of the Wharton School of Business at the University of Pennsylvania and completed his undergraduate studies in finance at Howard University. After a brief, but successful, career on Wall Street, Dr. Williams earned a Master of Divinity degree from the Wesley Theological Seminary and subsequently a Doctorate in Ministry degree from Payne Theological Seminary. He has also written dozens of articles and two books.

In addition to serving as the lead pastor of Bethel Church in Morristown, New Jersey (a historic African Methodist Episcopal Church) and serving on several non-profit boards of directors, Dr. Williams is also the founder and CEO of Crossing Capital Group Inc. (“CCG”), a New Jersey benefit corporation that seeks to address the structural inequities in underfinanced communities by providing a proprietary approach toward reimagining physical assets. With deep expertise in the context, culture and customs of these communities, CCG employs the F.I.S.H.ing Differently framework to advise Black, Indigenous, People of Color anchor institutions on how to monetize their mission and to collaborate with place-based investors.

The Board recommends a vote “FOR” election of each of the 14 director nominees to

serve until the next annual meeting.

162024 Proxy Statement

LOGO

Corporate Governance

We are committed to our corporate governance practices, which we believe help us sustain our success and build long-term value for our shareholders. The Board oversees the Company’s strategic direction and the performance of our business and management. Our governance structure enables independent, experienced, and accomplished directors to provide advice, insight, guidance, and oversight to advance the interests of the Company and our shareholders. Periodically, these governance practices are reviewed by senior management, legal counsel, and the Board.

Engagement

Our Board believes engagement with stakeholders enhances transparency and our perspectives, and helps us to prioritize our goals. In this regard, management and the Chairs of our Compensation Committee, Nominating Committee, and Risk Committee, proactively engage with our shareholders throughout the year in a variety of forums. Our interactions cover a broad range of business and governance topics, including strategy and execution, Board refreshment, executive compensation practices, risk oversight, sustainability, culture, and human capital. These exchanges with shareholders also provide us with a valuable understanding of our shareholders’ perspectives and meaningful opportunities to share our views with them. Shareholder input is shared with the Board and the Board is provided with the opportunity to discuss and ask questions about shareholder feedback. Management also communicates to shareholders the Board’s willingness to meet with them upon request. We believe our regular engagements with our shareholders have been productive and provide an open exchange of ideas and perspectives for both the Company and its shareholders. A brief description of our shareholder engagement efforts in 2023 is outlined below.

LOGO

On sustainability matters, we welcome the views of an even broader range of stakeholders who serve as critical partners to the Company in identifying our key sustainability areas of impact. We regularly engage with these stakeholders to ensure that we understand their views and concerns. This diverse engagement is designed to ensure that we are prioritizing issues that are important to both our stakeholders and our long-term business success. For example, our CEO and senior executives engage with national consumer policy groups to discuss issues related to Valley’s Boardproducts, policies, customer-facing practices, communications, and public policy issues. We also engage with organizations on environmental and social issues and provide philanthropic support to a broad range of Directors.nonprofit organizations that work on issues that are important to Valley. Management shares insights and feedback from these relationships and engagements with the Board.

172024 Proxy Statement

CORPORATE GOVERNANCE

The Board and senior management are committed to maintaining a strong corporate culture that instills and enhances a sense of purpose, participation, and personal accountability on the part of all of Valley’s associates. Senior management, including our CEO, holds virtual “town halls” with our associates on a regular and frequent basis.

The Board and senior leaders commit significant time to meeting with our regulators. Frequent interaction helps us learn firsthand from regulators about matters of importance to them and their expectations of us. It also gives the Board and management a forum for keeping our regulators well-informed about Valley’s performance and business practices.

Shareholder Rights

Valley’s Certificate of Incorporation and By-Laws provide shareholders with important rights, including:

•Majority voting for directors with resignation policy in uncontested elections;

•Shareholders continuously holding at least 25% of outstanding common stock for a period of at least one year may call a special meeting;

•Proxy access for shareholders holding 3% of outstanding common stock for three years;
•No supermajority vote provisions for amendments to the Certificate of Incorporation or By-Laws or removing a director from office; and
RECOMMENDATION ON ITEM 1

 
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINATED SLATE OF DIRECTORS.•No shareholder rights plan (commonly referred to as a “poison pill”).



82018 Proxy Statement



ITEM 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG LLP ("KPMG") as our independent registered public accounting firm to audit Valley’s financial statements for 2018. We are asking you to ratify that appointment.
KPMG audited our books

Code of Conduct and records for the years ended December 31, 2017, 2016Ethics and 2015. The fees billed for services rendered to us by KPMG for the years ended December 31, 2017 and 2016 were as follows:


 2017 2016
Audit fees$1,352,750
 $1,332,750
Audit-related fees (1)
330,000
 291,000
Tax fees (2)
15,724
 6,345
All other fees (3)
0
 0
Total$1,698,474
 $1,630,095
__________   
(1)Fees paid for benefit plan audits and a review of Form S-4 registration statements and related expert consents.
(2)Includes fees rendered in connection with tax services relating to state and local matters.
(3)KPMG did not provide "other services" during 2016 or 2017.
The Audit CommitteeCorporate Governance Guidelines

Valley maintains a formalCode of Conduct and Ethics (the “Code of Conduct”) that sets forth the ethical principles and standards to which all Valley directors, officers, and employees should adhere in both their corporate and personal conduct. The Code of Conduct informs employees of their responsibilities regarding, among other things, conflicts of interest, the prohibition on trading on inside information, how to protect the confidentiality of both Valley and customer information, Valley’s policy concerningon gifts and entertainment from customers and vendors, and how to promote a work environment in which all employees and customers are treated with respect and decency.

Employees are trained annually on the pre-approvalCode of auditConduct and non-audit servicesare required to speak up about misconduct and report suspected or known violations of the Code of Conduct, or any law or regulation applicable to Valley’s business. We also maintain procedures regarding the review and treatment of employee-initiated complaints, including the proper escalation of suspected or known violations of the Code of Conduct, other Valley policy or the law. The Code of Conduct prohibits retaliation or discrimination against anyone who in good faith raises an issue or concern.

Any known or suspected violations of the Code of Conduct can be provided by its independent registered public accountantsreported to Valley. The policy requires that all services to be performed by KPMG, including audit services, audit-related services and permitted non-audit services, be pre-approved byan employee’s manager, the People Resources Department, the Ethics Officer, or the Audit Committee. Specific servicesEmployees can also submit complaints anonymously through the Company’s ethics hotline and website, which are hosted by a third party and are available 24 hours a day, 7 days a week.

Suspected violations of the Code of Conduct, other Valley policy or the law are investigated by Valley and may result in an employee being provided bycleared of the independent accountants are regularly reviewed in accordance withsuspected violation or receiving appropriate disciplinary action, including termination of employment, depending upon the pre-approval policy. At each subsequent Audit Committee meeting,facts and circumstances. The Ethics Officer reports quarterly to the Audit Committee receives updates on ethics complaints from all sources.

The Code of Conduct meets applicable requirements under Nasdaq rules and also meets the services actually provideddefinition of “code of ethics” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Code of Conduct is available and can be viewed on our website at www.valley.com/charters.* The Code of Conduct is also available in print to any shareholder who requests it. We will disclose any substantive amendments to or waiver of provisions of the Code of Conduct made with respect to the CEO, CFO, Chief Accounting Officer, or any other executive officer or director on our website.

We have also adopted Corporate Governance Guidelines, which are intended to provide guidelines for the governance by the independent registered public accountants,Board and management mayits Committees. The Corporate Governance Guidelines are also present additional services for pre-approval.available on our website at www.valley.com/charters.

*

We refer to our website in various places throughout this Proxy Statement. Information on our website is not part of or otherwise incorporated by reference into this Proxy Statement.

182024 Proxy Statement

All services rendered by KPMG

CORPORATE GOVERNANCE

Third Party Code of Conduct and Ethics

Suppliers, vendors, consultants, contractors, and other third parties working on behalf of Valley (collectively, “third parties”) are permissible under applicableexpected to have high standards of business conduct, integrity, and adherence to the law. The Company’s Third Party Code of Conduct and Ethics (the “Third Party Code of Conduct”) applies to our third parties and communicates our expectations on a range of issues, including our third parties’ responsibility to comply with laws and regulations as well as Valley’s obligations to its customers. The Third Party Code of Conduct is available under the Investor Relations section of our website at valley.com/why-vnb/company-information/valley-charters/third-party-code-of-conduct-and-ethics.

Board Leadership Structure and the Audit Committee pre-approved all audit, audit-relatedBoard’s Role in Risk Oversight

Independent Oversight Structure & Independent Lead Director

The Board believes that an independent oversight function is the foundation of good corporate governance. Since 2014, when the Board first created the position, we have utilized an independent lead director to assure that the Board continuously has independent leadership. We understand that some companies utilize an independent chairperson and non-audit services performedothers, an independent lead director or presiding director. We also believe the structure of independent leadership should be examined regularly. To this end, the Board carefully considers on an annual basis the independent leadership structure of the Board and maintains a flexible policy regarding the issue of whether the position of Chairman should be held by KPMG during fiscal 2017. Representativesan independent director. For 2024, the Board determined to continue to combine the Chairman and CEO positions. Considering the performance of KPMGMr. Robbins since he was appointed CEO, the Board determined that electing him as Chairman was appropriate and that he was best suited to contribute to long-term shareholder value by serving as Chairman.

In order to provide strong independent Board leadership when the position of Chairman and CEO are held by the same person or the Chairman is not independent, the independent members of the Board will be available atelect an independent director to serve as the annual meetingindependent lead director with the substantial leadership responsibilities, duties and will haveauthority summarized below. In 2022, Mr. Eric P. Edelstein was elected as independent lead director of the opportunityBoard (the “Independent Lead Director”) and was most recently reelected to make a statement and answer appropriate questions from shareholders.the role in April 2023. As provided in the Corporate Governance Guidelines, the Independent Lead Director, among other things:

•Has the responsibility to identify issues for Board consideration and assist in forming a consensus among directors;

•Has the authority to call meetings of independent directors and non-management directors (including meetings not in connection with regular Board meetings) and preside at all executive sessions of independent and non-management directors;

•Establishes the agenda for all meetings and executive sessions of the independent directors and non-management directors, with input from other directors;
•Has the authority to retain outside advisors who report directly to the Board, with the prior approval of the Board;

•Serves as a liaison between the CEO and the independent and non-management directors and assists the CEO and/or Chair with establishing meeting agendas and meeting schedules and assuring sufficient time for discussion of agenda items; and

•Leads the independent director assessment of the CEO.
 
RECOMMENDATION ON ITEM 2
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS VALLEY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.










2018 Proxy Statement9

REPORT OF THE AUDIT COMMITTEE
February 26, 2018
To the Board of Directors of Valley National Bancorp:
Management is responsible for the preparation, presentation and integrity

In addition to strong independent leadership of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm, KPMG LLP ("KPMG"), performs an annual independent audit of the financial statements and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles.

The following is the reportfull Board, each of the Audit Committee, with respectNominating Committee, and Compensation Committee is composed solely of independent directors. Independent directors, therefore, oversee critical, risk-sensitive matters such as the quality and integrity of our financial statements; the compensation of our executive officers, including the CEO; the nomination of directors; and the evaluation of the Board, its Committees and its members.

Board’s Role in Risk Oversight

The Board believes that management of risk is important to the audited financial statements for fiscal year 2017. With respect to fiscal year 2017, the Audit Committee has:

reviewed and discussed Valley’s audited financial statements with management and KPMG;
discussed with KPMG the scope of its services, including its audit plan;
reviewed Valley’s internal control procedures;
discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, adopted by the Public Company Accounting Oversight Board;
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
approved the audit and non-audit services provided during fiscal year 2017 by KPMG.
Based on the foregoing review and discussions, the Audit Committee approved the audited financial statements to be included in our Annual Report on Form 10-K for fiscal year 2017.
Pursuant to Section 404 of the Sarbanes-Oxley Act, management is required to prepare as partlong-term success of the Company’s 2017 Annual Reportoperations and business strategies. The Board has ultimate responsibility for overseeing the Company’s risk management and devotes significant attention to the oversight of risks inherent in our business. As part of its responsibility to ensure that the Company’s enterprise risk management program is implemented and operating effectively, the Board has approved an Enterprise Risk Management Policy and Program (“ERM Program”). The ERM Program establishes governance and risk management requirements intended to align with the Company’s strategic plan and that the Board has determined are appropriate for the Company’s capital, business activities,

192024 Proxy Statement

CORPORATE GOVERNANCE

size, and risk appetite. The Board also, on Form 10-K, a report by management on its assessmentan annual basis, approves the Risk Appetite Statement, which defines the level of exposure the Company is willing to assume in executing our strategic objectives.

The Board oversees, among other things, management’s performance relative to the ERM Program and adherence to the Risk Appetite Statement and other risk-related metrics of the Company’s internal control over financial reporting, including management’s assessment ofCompany. While management, through the effectiveness of such internal control. KPMGExecutive Risk Committee, is also required by Section 404responsible for defining the various risks facing our Company, risk management policies and procedures, and managing risk exposures on a day-to day-basis, the Board’s responsibility is to prepare and include as part ofoversee the Company’s 2017 Annual Report on Form 10-K,risk management process by informing itself about material risks affecting the auditors’ attestation report on management’s assessment.



DuringCompany, evaluating whether management has reasonable risk management and control processes in place to address those material risks, holding senior management accountable for maintaining an effective ERM Program, providing credible challenge to management, and providing an effective reporting system to the course of 2017, management regularly discussedBoard. The Board performs this risk oversight function primarily through the internal control review and assessment process with the Audit Committee, including the framework used to evaluate the effectiveness of such internal control, and at regular intervals updated the Audit Committee on the status of this process and actions taken by management to respond to issues identified during this process. following Committees:

LOGO

The Audit Committee, Compensation Committee, and Risk Committee each have full access to management as well as the ability to engage advisors. Our Chief Risk Officer also discussed this process with KPMG. Management’s assessment report andprovides regular reports to the auditor’s attestation report are included as part ofRisk Committee. Each Committee reports to the 2017 Annual Report on Form 10-K.


Eric P. Edelstein, Chairman
Andrew B. Abramson
Peter J. Baum
Gerald Korde
Michael L. LaRusso
Suresh L. Sani
Jeffrey S. Wilks


102018 Proxy Statement



CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of the Board of Directors. Members of the Board are kept informed of Valley’s business through discussions with the Chairman and our other officers, by reviewing materials provided to them and by participating in meetings of thefull Board and its committees. Allworks with all members of the Board also serve as directorsto fulfill its risk oversight objectives. When appropriate, senior members of our subsidiary bank, Valley National Bank (the “Bank”). It is ourmanagement are invited to attend Board meetings and are available to address questions or concerns raised by the Board on risk management and other matters.

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CORPORATE GOVERNANCE

Our Hedging Policy

We adopted a policy that prohibits all hedging of the Company’s securities for directors, attend the annual meeting absent a compelling reason, such as family or medical emergencies. In 2017, all directors then serving attendedexecutives and certain officers. Under our annual meeting.anti-hedging policy, these covered individuals may not engage in:

•Short sales of the Company’s securities (sales of securities that are not then owned), including a “sale against the box” (a short sale of securities already owned resulting a neutral position with respect to gains and losses in the securities);

•Transactions in publicly traded options in the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other organized

market. Directors and officers also may not engage in such transactions privately; or

•Hedging transactions or similar arrangements that are designed to hedge or offset any decrease in the market value of Company securities, such as equity swaps, collars, exchange funds, and forward sale contracts. These hedging transactions allow an owner of securities to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock.

Our Board of Pledging Policy

Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder valueand executive officers are prohibited from purchasing Company securities on margin, borrowing against Company securities held in a manner consistent with legal requirements and safe and sound banking principles. The Board has adopted corporate governance practices whichmargin account, or pledging Company securities as collateral for a loan. If executive officers have Company stock pledged when they join the Company or become executive officers, or if directors have Company stock pledged when they join the Board, they are required to report this to the CFO and senior management believe promote this purpose. Periodically, these governance practices,are required to unwind the pledging as wellpromptly as the rules and listing standardspossible but in any event within three years. The Nominating Committee upon request may exempt some or all of the NYSEpledged shares from this requirement in its discretion if the shares of Company securities were pledged before the director or executive officer held that position. The prohibition on pledging securities applies to directors, executive officers, their spouses, children who share such person’s home and trusts if the director or executive officer is the trustee and sole beneficiary.

In January 2020, at the request of Ms. Steans, the Nominating Committee allowed her to continue pledging the Company securities she owned which were pledged at the time she became a director. The Committee considered the fact that she and her husband owned shares which were pledged while she was the Chair of USAmeriBancorp, Inc., which merged with Valley in 2018. Pursuant to the terms of the merger, these shares were converted to Company securities. Any shares of Company securities acquired after Ms. Steans became a director of Valley may not be pledged.

Joseph V. Chillura, who was the President and CEO of USAmeriBancorp, Inc., became an executive officer of Valley in 2020 and the regulationsNominating Committee has allowed him to continue to pledge the shares he owned at the time he became an executive officer. In 2023, the Committee determined that Mr. Chillura must unwind his pledged Company securities as promptly as possible but in no event later than July 2025. Any Company securities acquired after Mr. Chillura became an executive officer of the SEC, are reviewed by senior management, legal counsel and the Board.

TENURE AND REFRESHMENT

The Board believes its policies provideValley may not be pledged.

Except for refreshment and tenure limits. With respect to refreshment, Ms. Steans and Mr. Robbins were addedChillura, no executive officers or directors have any shares of pledged Company securities covered by the Company’s pledging policy.

Political Contribution Policy

Valley, like all national banks, is prohibited by law from making contributions to candidates in 2018, Messrs. Wilksfederal, state, and Baum were added in 2012, and Messrs. Sani and Lenner were added in 2007.  Mr. Barnett Rukin retired fromlocal elections. We apply the Board in 2017. In measuring appropriate tenure and refreshment, the Board takes into account that in most cases it takes a significant number of years for new directorspolicy to become familiar with bank regulatory issues, longer than in non-regulated industries. 

BOARD LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT
Chairman and CEO Roles. During 2017, our Board was led by Gerald H. Lipkin, who was the Chairman of the Board and CEO, and Andrew B. Abramson, who is our Lead Director. Effective January 1, 2018, Mr. Lipkin retired as our CEO and Ira Robbins was named our President and CEO and became a member of our Board. Mr. Lipkin continues to serve as our Chairman of the Board (in a non-executive capacity commencing upon his retirement as CEO).

Our Board is currently comprised of 14 directors, of whom ten are independent under NYSE guidelines. The Board has three standing independent committees with separate chairpersons - an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation and Human Resources Committee. We also have a Risk Committee which is responsible for overseeing risk management. In addition, our Audit Committee engages in oversight of financial statement risk exposuresholding company and our full
Board regularly engages in discussionssubsidiaries. Valley does not contribute corporate funds to independent expenditure committees.

Valley belongs to national trade associations, state banking associations and local chambers of risk management and receives reports on risk factors from our executive management, other Company officerscommerce that represent the interests of both the financial services industry and the chairmanbroader business community. These organizations work to represent the industry and advocate on major public policy issues of the Risk Committee.

Lead Director. The Board created the position of Lead Director and each year since 2014 has appointed Mr. Abramson as its Lead Director. In accordance with our corporate governance guidelines, our non-management directors meet in executive session regularly and our independent directors meet in executive session at least twice a year. These meetings are chaired by Mr. Abramson in his role as Lead Director.

In planning for the succession of Mr. Lipkin as CEO, the Board carefully reviewed the Board’s leadership structure and determined that it would be appropriateimportance to separate the roles of the Chairman of the Board and CEO, effective upon Mr. Lipkin’s retirement. The Board believes that maintaining Mr. Lipkin’s continuing service as non-executive Chairman of the Board following his retirement as Chief Executive Officer provides the most effective leadership model for our Board and our Company. In making this determination, the Board considered the advantages to the Company of maintaining the continuity of Mr. Lipkin’s effective leadership as Chairman of the Board based on, among other factors, his leadership skills, his extensive knowledge and experience in lending and commercial banking, as well as his ability to promote communication between our Board and our senior management. The Board also believes this revised leadership structure continues to ensure significant independent oversight of management as Mr. Robbins is the only member of the Board who is also an employee of the Company, and Mr. Lipkin, Mr. Robbins, Mr. Jones and Ms. Guilfoile are the only members of the Board who do not meet the independence criteria set forth in our director independence guidelinesValley and the independence guidelines established by the NYSE.
DIRECTOR INDEPENDENCE
communities we serve.

Director Independence

The Board has determined that a majority12 of theour current directors and all current members of the Nominating, and Corporate Governance, Compensation, and Human Resources, and Audit Committees are “independent” for purposes of the independence standards of the NYSE, andNasdaq, that all of the members of the Audit Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act. The Board based these determinations primarily on a reviewAct of 1934 (the “Exchange Act”) and that all of the responsesmembers of the directors to questions regarding employmentCompensation Committee meet heightened independence standards under Nasdaq and transaction history, affiliations and family and other relationships and on discussions with the directors.SEC rules. Our independent directors currently are: Andrew B. Abramson, Peter J. Baum, Pamela R. Bronander, Eric P. Edelstein, Gerald Korde, Michael L. LaRusso,Dafna Landau, Marc J. Lenner, Peter V. Maio, Kathleen C. Perrott, Suresh L. Sani, Lisa Schultz, Jennifer W. Steans, and Jeffrey S. Wilks.


Wilks and Dr. Sidney S. Williams, Jr.

212024 Proxy Statement


2018 Proxy Statement11

 

CORPORATE GOVERNANCE


With respect to Mr. Wilks, in determining that he was independent, the Board recognized that his spouse benefits from leasing a branch to the Bank. As set forth in the section “Certain Transactions with Management,” the annual lease payments are made to a limited partnership from which Mr. Wilks’s spouse benefits. The limited partnership is part of a much larger entity from which Mr. Wilks’s spouse also benefits. The lease payments are 0.05% of the annual gross revenue of the larger organization. The annual lease payments are $190,000. This payment has remained fixed since Valley acquired the branch in a merger in 2011, and the lease terms do not provide for any annual increases. Based upon these factors, the Nominating Committee and the Board reached the judgment that because the lease transaction is de minimis to Mr. Wilks, Mr. Wilks is “independent.”

With respect to Ms. Landau, in determining that she is independent, the Board recognized that she is affiliated with BLITA, which owns approximately 14.12% of Valley’s common stock and has entered into certain agreements with Valley as described below.

In connection with our acquisition of Bank Leumi USA in 2022, Valley and BLITA entered into an Investor Rights Agreement, which provides that, (i) for so long as BLITA holds a number of shares of Valley common stock greater than or equal to 12.5% of the shares of Valley common stock issued and outstanding as of immediately following (and giving effect to) the merger, BLITA has the right to designate two directors to each of the Valley Board and the Bank Board (currently Ms. Landau and Mr. Mendelson) and (ii) for so long as BLITA holds a number of shares of Valley common stock greater than or equal to 5% of the shares of Valley common stock issued and outstanding as of immediately following (and giving effect to) the merger, BLITA has the right to designate one director to each of the Valley Board and the Bank Board. BLITA designees must meet the director qualification and eligibility criteria of the Nominating Committee applicable generally to members of the Board and Board nominees and be approved by the Nominating Committee. In addition, for so long as at least one BLITA designee is serving on the Valley Board, one BLITA designee will be entitled to serve on the Executive Committee, the Nominating Committee, the Risk Committee and the Investment Committee of the Board.

The Investor Rights Agreement also provides that, from April 1, 2022 until (i) BLITA ceases to own at least 12.5% of Valley’s outstanding common stock and (ii) BLITA terminates its obligation to own Valley common stock under the Investor Rights Agreement, BLITA is entitled to designate one individual to be a non-voting observer on the Board. Subject to certain exceptions, during such period as BLITA is entitled to designate a director to the Board, (i) with respect to certain specified matters, BLITA will vote its shares of Valley common stock in accordance with the recommendation of the Board and (ii) BLITA will be subject to certain standstill restrictions. The Investor Rights Agreement further provides that BLITA will be entitled to certain registration rights and certain preemptive rights with respect to certain issuances of common stock.

Valley and BLITA also entered into a Business Cooperation Agreement whereby the parties agreed to certain understandings regarding business cooperation matters. This agreement is discussed further under the heading “Certain Transactions with Management.”

To assist in making determinations of independence, the Board has concluded that the following relationships are immaterial and that a director whose only relationshipsrelationship with the Company fallfalls within these categories is independent:

•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;

•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;

•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;

•Annual contributions by Valley or its subsidiaries to any charity for which a director or his or her spouse serves on
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;
A deposit, trust, insurance brokerage, investment advisory, securities brokerage 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;
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;
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 $100,000 in any calendar year;
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

the Board if the contributions do not exceed the greater of (i) $60,000 or (ii) 5% of the charity’s annual revenues in the calendar year;

•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 child is a partner, shareholder, or officer, if the director, his or her spouse and minor children own 5% or less of the equity interests of that business and do not serve as an executive officer of the business; or

•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 child 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 5% of the gross revenues of the business.

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CORPORATE GOVERNANCE

In determining the independence status of each of our independent directors, the Board considered (i) the banking relationships summarized in the table below, (ii) contributions to charitable organizations on which the director or his or hertheir spouse or minor children isserved as 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 businessas noted in the last calendar year does not exceed the greater of $120,000 or five percent (5%) of the gross revenues of the business.

The Board considered the following categories of items for each director it determined was independent together withtable below, and (iii) the information set forth under "Certain“Certain Transactions with Management":
Management.”

Name

Loans*Trust Services/Assets
Under Management		Relationship with the BankProfessional Services
to Valley
NameLoans*
Trust Services/
Assets
Under Management
Banking Relationship with VNB
Professional
Services to
Valley

Andrew B. AbramsonAbramson**

Commercial and Residential Mortgages, Personal and Commercial Line of CreditTrust Services
None
Checking, Savings,
Certificate of
Deposit
None
Peter J. Baum
Commercial and Personal
Mortgage
NoneCheckingNone
Pamela R. Bronander
Commercial and Personal Line of
Credit, Home Equity
None
Checking, Savings,
Certificate of
Deposit
None
Eric P. EdelsteinResidential MortgageNoneCheckingNone
Gerald KordeCommercial, Commercial Mortgage and Personal Line of CreditNone
Checking, Money
Market
None
Michael L. LaRussoPersonal Line of CreditNone
Checking, Money
Market
None
Marc J. Lenner
Commercial Mortgage, Residential
Mortgage, Personal Line of Credit
and Home Equity
Trust Services
Checking, Money
Market, Certificate
of Deposit, IRA
None
Suresh L. SaniCommercial MortgageNone
Checking, Money
Market
None
Jennifer W. SteansNoneNoneMoney MarketNone
Jeffrey S. WilksCommercial Mortgage, Personal Line of CreditNoneCheckingNone
____________    

Peter J. Baum** In compliance with Regulation O.

Commercial MortgageNoneCheckingNone
   


Eric P. Edelstein

Residential MortgageNoneCheckingNone
 122018 Proxy Statement

Dafna Landau

NoneNoneNoneNone

Marc J. Lenner

Commercial and Residential Mortgages, Personal and Home Equity Lines of CreditNoneChecking, Certificate of Deposit, Money Market, IRANone

Peter V. Maio

NoneNoneChecking, Certificate of Deposit, Money MarketNone

Kathleen C. Perrott

Home Equity Line of Credit,

Installment Loan

NoneChecking, Certificate of DepositNone

Suresh L. Sani

Commercial MortgageNoneChecking, Certificate of Deposit, Money MarketNone

Lisa J. Schultz

NoneNoneChecking, Money MarketNone

Jennifer W. Steans

NoneNoneChecking, Certificate of Deposit, Money MarketNone

Jeffrey S. Wilks

Commercial Mortgage,

Personal Line of Credit

NoneCheckingNone

Dr. Sidney S. Williams, Jr.**

NoneNoneChecking, Money MarketNone



EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

*

In compliance with Regulation O.

**

The Board also considered charitable contributions to entities with which the director is affiliated.

Executive Sessions of Independent and Non-Management Directors

Valley’s Corporate Governance Guidelines require the Board to hold separate executive sessions for both independent and non-management directors. The Board holds an executive session at least twice a year with only independent directors and regularly holds an executive session with only non-management directors. directors at least twice per year. In each instance, the Independent Lead Director is the presiding director for the session.

SHAREHOLDER AND INTERESTED PARTIES COMMUNICATIONS WITH DIRECTORS

Shareholders’ and Interested Parties’ Communications with Directors

The Board of Directors has established the following procedures for shareholder or interested party communications with the Board of Directors or with the Independent Lead Director of the Board:Director:

•Shareholders or interested parties wishing to communicate with the Board, the non-management or independent directors, or with the Independent Lead Director should send any communication to Valley National Bancorp, Corporate Secretary, at 70 Speedwell Avenue, Morristown, New Jersey 07960. Any such communication should state the number of shares owned by the shareholder.

•The Corporate Secretary will forward such communication to the Board or, as appropriate, to the particular
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, c/o Alan D. Eskow, Corporate Secretary, at 1455 Valley Road, Wayne, NJ 07470. Any such communication should state the number of shares owned by the shareholder.
The Corporate Secretary will forward such communication to the Board of Directors or, as appropriate, to the particular committee chairman

Committee Chair or to the Independent Lead Director, unless the communication is a personal or similar grievance, a shareholder proposal or related communication, an abusive or inappropriate communication, or a communication not related to the duties or responsibilities of the Board in which case the Corporate Secretary has the authority to determine the appropriate disposition of the communication. All such communications will be kept confidential to the extent possible.

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CORPORATE GOVERNANCE

Committees of the Board of Directors in which case the Corporate Secretary has the authority to determine the appropriate disposition of the communication. All such communications will be kept confidential to the extent possible.

The Corporate Secretary will maintain a log and copies of all such communications for inspection and review by any Board member or by the Lead Director, and will regularly review all such communications with the Board or the appropriate committee chairman or with the Lead Director at the next meeting.
COMMITTEES OF THE BOARD OF DIRECTORS; BOARD OF DIRECTORS MEETINGS
In 2017, theDirectors; Board of Directors maintained anMeetings

The Board conducts its business through meetings of the Board and the following committees: the Audit Committee, athe Nominating and Corporate Governance Committee and athe Compensation and Human Resources Committee. Only independent directors serve on these committees. In addition to these committees,Committees, the Company and the Bank also maintain a number ofmaintains several committees to

oversee other areas of Valley’s operations. These include a Risk Committee, a Cyber and Technology Risk Subcommittee, an Investment Committee, and an Executive Committee, Community Reinvestment Act ("CRA") Committee, Investment Committee, Pension/Savings & Investment Trustees Committee, Risk Committee, Strategic Planning Committee and a Trust Committee, all of which have both independent and non-independent directors, as permitted by the SEC and the NYSE.
Committee.

Board Meeting Attendance. The Board held 15 meetings in 2023. Each director attended at least 76% or more75% of the meetings of the Board of Directors and of each committeeCommittee on which he or she served forduring the year ended December 31, 2017. Our Board met 10 times during 2017year.

Annual Meeting Attendance. It is our policy that all directors attend the Annual Meeting absent a compelling reason, such as family or medical emergencies. 100% of our directors attended the 2023 Annual Meeting of Shareholders and the Bank’s Board met 10 times during 2017.

were available to answer questions.

Committee Composition and Responsibilities. The following table below presents 20172023 membership information for each of our Audit, Nominating, and Corporate Governance, and Compensation and Human Resources Committees.

NameAuditNominating and
Corporate Governance		Compensation and
Human Resources
Andrew B. AbramsonXXX
Peter J. BaumXX 
Pamela R. Bronander  X
Eric P. Edelstein(Chair)XX
Gerald KordeXX(Chair)
Michael L. LaRussoX X
Marc J. Lenner (Chair)X
Suresh L. SaniXXX
Jeffrey S. WilksXX 
2017 Number of Meetings*576
____________   
* Includes telephonic meetings.
  
AUDIT COMMITTEE.The Risk Committees and the number of meetings held by each committee during 2023.

Director

Audit

Committee

Nominating
Committee		Compensation
Committee		Risk
Committee
     
Andrew B. Abramson●●
     
Peter J. Baum●●
     
Eric P. Edelsteinp

 

●
     
Dafna Landau●
     
Marc J. Lennerp

 

●
     
Peter V. Maio●●
     
Avner Mendelson●
     
Kathleen C. Perrott●●
     
Suresh L. Sani●p

 

     
Lisa J. Schultz●p

 

     
Jennifer W. Steans●●
     
Jeffrey S. Wilks●●
     
Dr. Sidney S. Williams, Jr.●●
     
2023 Number of Meetings*5556

p

Chair of Committee

●

Committee member

*

Includes telephonic meetings.

Audit Committee formally met 5 times during 2017. In addition, the Committee Chairman and Risk Committee Chairman met with the Chief Audit Executive and Chief Risk Officer of Valley monthly for the purpose of communicating closely with those officers and receiving updates on significant developments.

The Board of Directors has determined that each member of the Audit Committee is financially literate and that more than one member of the Audit Committee has the accounting or related financial management expertise required by the NYSE.Nasdaq. The Board of Directors has also determined that each of Mr. Edelstein, Mr. LaRussoMs. Perrott and Mr. Wilks meetMs. Steans meets the SEC criteria of an “Audit Committee Financial Expert.” The charter for the Audit Committee can be viewed at our website www.valleynationalbank.com/charters. The charter gives the Audit Committee the authority and responsibility for the appointment, retention, compensation and oversight of our independent registered public accounting firm, including pre-approval of all audit and non-audit services to be performed by our independent registered public accounting firm. Each



2018 Proxy Statement13

member of the Audit Committee is independent under the NYSE listing rules. Other responsibilities of the Audit Committee pursuant to the charter include:

•Reviewing the scope and results of the audit with Valley’s independent registered public accounting firm;

•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;
Reviewing the scope and results
•Considering the appropriateness of the internal accounting and auditing procedures of Valley;

•Considering the independence of the audit with Valley’s independent registered public accounting firm;

•Overseeing the internal audit function;
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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•Reviewing the significant findings and recommended action plans prepared by the internal audit function, together with management’s response and follow-up; and

Considering the appropriateness of the internal accounting and auditing procedures of Valley;
•Reporting to the full Board on significant matters coming to the attention of the Audit Committee.
Considering the independence of Valley’s independent registered public accounting firm;
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.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.

Nominating Committee

The Nominating and Corporate Governance Committee met 7 times during 2017. This Committee reviews the qualifications of and recommends to the Board candidates for election as directordirectors of Valley, considers the composition of the Board, and recommends committee assignments. The Nominating and Corporate Governance Committee also reviews and, as appropriate, approves all related party transactions in accordance with our Related Party Policy.related party transaction policy. The Nominating and Corporate Governance Committee is responsible for approving and recommending to the Board our corporate governance guidelinesCorporate Governance Guidelines which include:

•Director qualifications and standards;

•Director responsibilities;

•Director orientation and continuing education;

•Limitations on Board members serving on other boards;
Director qualifications and standards;
•Director access to management and records;

•Criteria for the annual self-assessment of the Board, and its effectiveness; and

•Responsibilities of the Independent Lead Director.
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.

The Nominating and Corporate Governance Committee reviews recommendations from shareholders regarding

corporate governance and director candidates. The procedure for submitting recommendations of director candidates is set forth below under the caption “Nomination of Directors.” Each member of the Nominating and Corporate Governancealso oversees our ESG Council and ESG programs.

Compensation Committee is independent under NYSE listing rules. The charter for the Nominating and Corporate Governance Committee can be viewed at our website www.valleynationalbank.com/charters.

COMPENSATION AND HUMAN RESOURCES COMMITTEE.

The Compensation and Human Resources Committee formally met 6 times during 2017. This Committee determines CEO compensation, setsrecommends to the Board compensation levels for directors and sets compensation for named executive officers ("NEOs")NEOs and other executive officers. It also administers our Executivethe 2023 Incentive Compensation Plan and the 2016 Long-Term Stock Incentive Plan,(the “2023 ICP”) and makes awards pursuant to those plans. The charter for the Committee can be viewed on our website at www.valleynationalbank.com/charters. Each member of the Compensation and Human Resources Committee is independent under NYSE listing rules.

The Board has delegated the responsibility for executive compensation matters to the Compensation and Human Resources Committee. The minutes of the Committee meetings are provided at Board meetings and the chairman of the Committee reports to the Board significant issues dealt with by the Committee.
that plan.

In January 2018,February 2024, in undertaking its responsibilities, the Compensation Committee received from the CEO recommendations (except those that relate to his own compensation) for salary, non-equity incentivecash bonus, and equity awards restricted stock and restricted stock unit awards for the NEOs and other executive officers. After considering the possible payments and discussing the recommendations with the CEO, and reviewing data provided by its compensation consultant, in February 2024, the Compensation Committee approved the compensation of executive officers, other than the CEO. The Compensation Committee met in executive session with its compensation consultant and legal advisors without the CEO to make the final decisionsdecide on theseall elements of compensation.

Under authority delegated by the Committee, allCEO’s compensation, including salary, cash bonus, and equity awards.

For equity awards to employees other employee salaries and non-equity compensation are determined by executive management. For stock awards, based on operational considerations, prior awards and staff numbers,than executives, a block of shares is allocated by the Compensation Committee. The individual restricted stock and restricted stock unit awards are then allocated by the CEO and his executive staff to these non-executive officers and employees.

Under authority delegated by the Compensation Committee, during the year, theour CEO is authorized, within certain numerical limits, to make stock awards in specific circumstances:circumstances including the following: special incentive awards for non-officers, retention awards, awards to new employees, and grants on completion of advanced degrees.
All

Stock awards not specifically approved in advance by the Compensation Committee, but awarded under the authority delegated, are


142018 Proxy Statement



reported to the Compensation Committee at its next meeting, at which time the Compensation Committee ratifies the action taken.

Risk Committee

The Risk Committee is responsible for:

•Assisting our Board with oversight of the Company’s enterprise-wide risk management framework, including policies and practices established by management to identify, assess, measure, and manage key risks facing the Company across all of the Company’s seven risk categories: strategic, compliance, operational, reputation, credit, market, and liquidity risk;

•Discussing with and effectively challenging management regarding the enterprise’s risk appetite and tolerance, and alignment with the Company’s strategy, and at least annually recommending to the full Board the statement of risk appetite and tolerance to be communicated throughout the Company;
•Reviewing and approving annually the credit review plans and policies, and any significant changes to such plans, as appropriate;

•Reviewing and recommending to the Board the Company’s liquidity risk tolerance at least annually, taking into account the Company’s capital structure, risk profile, complexity, activities, and size. Senior management reports to the Risk Committee regarding the Company’s liquidity risk profile and liquidity risk tolerance at least quarterly. Furthermore, the Risk Committee reviews the results of periodic stress testing of capital;
COMPENSATION CONSULTANTS

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•Overseeing the performance of the Chief Risk Officer and the related risk functions; and
•Overseeing the Company’s cybersecurity risk profile, top cybersecurity risks, enterprise cybersecurity program, customer privacy, and key enterprise cybersecurity initiatives.

The Risk Committee includes Peter V. Maio, who has significant information security expertise. The Risk Committee oversees the assessment of cybersecurity risks associated with our vendors and our own system, including conducting phishing training exercises.

Compensation Consultants

In 20172023, the Compensation Committee in its sole discretion engaged FredrickFredric W. Cook & Co. (", Inc. (“FW Cook"Cook”) as its compensation consultant. FW Cook was engaged to review compensation and performance data of a peer group of comparable financial organizations that had been selected by the Compensation Committee upon the recommendation of FW Cook and in relation to this data, provide an overview and comments on Valley’s executive compensation andas well as director compensation. Also, FW Cook was requested to provide information relating to market trends in executive compensation matters. FW Cook has reviewed and provided comments on the compensation disclosures contained in this proxy statement. FW Cook also was requested toProxy Statement.

Compensation and provided market trends and advice on executive succession planning.

COMPENSATION AS IT RELATES TO RISK MANAGEMENT
TheRisk Management

Our Chief Risk Officer evaluated all incentive-based compensation for all employees of the Company and reported to the Compensation and Human Resources Committee that none of our incentive-based awards individually, or taken together, was reasonably likely to have a material adverse effect on Valley. None of the other forms of compensation or incentives for Valley employees were considered as encouraging undue or unwarranted risk. The Compensation and Human Resources Committee accepted the Chief Risk Officer’s report.

AVAILABILITY OF COMMITTEE CHARTERS

Committee Charters

The Audit Committee, Nominating and Corporate GovernanceCommittee, Compensation Committee, and Compensation and Human ResourcesRisk Committee each operate pursuant to a separate written charter adopted by the Board. Each committeeCommittee reviews its charter at least annually. AllThe charters of the committee chartersAudit Committee, Nominating Committee, and Compensation Committee can be viewed at our website www.valleynationalbank.com/charters. Each charterat www.valley.com/charters, and each of these charters is also available in print to any shareholder who requests it. The information contained on the website is not incorporated by reference or otherwise considered a part

Nomination of this document.

NOMINATION OF DIRECTORS
Directors

Nominations of directors for election to the Board may only be made at an annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors by ourthe Board, of Directors, or, as described in more detail below, by anya shareholder of the Company who meets the eligibility and notice requirements set forth in our By-laws, as amended in December 2016.


By-Laws.

Shareholder Nominations Not for Inclusion in our Proxy Statement. Statement. Under our By-laws,By-Laws, to be eligible to submit a director nomination not for inclusion in our proxy materials

but instead to be presented directly at the annual meeting,Annual Meeting, the shareholder must be a shareholder of record on both (i) the date the shareholder submits the notice of the director nomination to the Company and (ii) the record date for the annual meeting.Annual Meeting. The notice must be in proper written form and be timely received by the Company. To be in proper written form, the notice must meet all of the requirements specified in Article I, Section 3 of our By-laws,By-Laws, including specified information regarding the shareholder making the nomination and the proposed nominee. To be timely for our 2019 annual meeting,2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), the notice must be received by our Corporate Secretary at our Wayne,Morristown, New Jersey office, located at 70 Speedwell Avenue, Morristown, New Jersey 07960, no later than DecemberJanuary 21, 20182025 nor earlier than November 21, 2018.December 22, 2024. If the annual meeting2025 Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of our 2018 annual meetingthis year’s Annual Meeting date, notice will be timely if it is received by the Corporate Secretary no later than the close of business on the 10th day following the date on which public announcement of the annual meetingdate of the 2025 Annual Meeting is first made by the Company.

In addition, to comply with the universal proxy rules of the SEC, shareholders who intend to solicit proxies in support of director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act postmarked or transmitted electronically no later than March 24, 2025. If the 2025 Annual Meeting is called for a date more than 30 days before or after the anniversary of this year’s Annual Meeting date, then the deadline to postmark or electronically submit such notice will

262024 Proxy Statement


CORPORATE GOVERNANCE

be the later of 60 calendar days before the date of the 2025 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company (or if such day is a Saturday, Sunday or holiday, the next succeeding business day).

Shareholder Nominations for Inclusion in our Proxy Statement. Statement. Our By-lawsBy-Laws provide that if certain requirements are met, an eligible shareholder or group of eligible shareholders may include their director nominees in the Company’s annual meetingAnnual Meeting proxy materials. This is commonly referred to as proxy access.


The proxy access provisions of our By-Laws provide, among other things, that a shareholder or group of up to twenty20 shareholders seeking to include director nominees in our proxy materials must own 3% or more of our outstanding common stock continuously for at least three years. The number of proxy access nominees appearing in any annual meeting proxy statement cannot exceed the greater of two or 20% of the number of directors then serving on the Board. If 20% is not a whole number, the maximum number of proxy access nominees would be the closest whole number below 20%. A nominee who is included in our proxy materials but withdraws from or becomes ineligible or unavailable for election at the annual meeting or does not receive at least 25% of the votes cast for his or her election, will not be eligible for nomination by a shareholder for the next two annual meetings.Annual Meetings. The nominating shareholder or group of shareholders also must deliver the information required by our By-laws,By-Laws, and each nominee must meet the qualifications required by our By-laws.

By-Laws.

Requests to include director nominees in our proxy materials for our 2019 annual meeting2025 Annual Meeting must be received by our Corporate Secretary at our Wayne,Morristown, New Jersey office, located at 70 Speedwell Avenue, Morristown, New Jersey 07960, no earlier than October 10, 2018November 6, 2024 and no later than November 9, 2018.December 6, 2024. If the annual meeting2025 Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of our 2018 annual meetingthis year’s Annual Meeting date, notice will be timely if it is received by the Corporate Secretary no later than the close of business on the 10th day following the date on which public announcement of the annual meetingdate of the 2025 Annual Meeting is first made by the Company.



2018 Proxy Statement15

Director Qualifications. Qualifications. The Board of Directors has established criteria for members of the Board. These include:


The maximum age for an individual to joinBoard may waive one or more of these requirements in connection with a director joining the Board is age 60,through an acquisition. The Board granted a waiver of certain conditions (including U.S. citizenship) for Ms. Landau and Mr. Mendelson. The director criteria include:

•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 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 shareholders of the Company. 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;

•Board members must satisfy applicable stock ownership guidelines, as described below under “Compensation of Directors – Director Stock Ownership Guidelines”;

•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, for example, by asking questions and by inquiring about policies, procedures, or practices of Valley;

•Each Board member is expected to be above reproach in his or her personal and professional lives and his or her financial dealings with Valley, the Bank, and the community;

•If a Board member (i) has his or her integrity challenged by a governmental agency (indictment or conviction), (ii) files for personal or business bankruptcy, (iii) materially violates the Code of Conduct and Ethics, or (iv) 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 directors of any other bank or financial institution or on the board of directors of more than two other public companies while a member of the Board without the approval of the Board;

•Board members should understand basic financial principles and represent a variety of areas of expertise and diversity in personal and professional backgrounds and experiences;

272024 Proxy Statement

CORPORATE GOVERNANCE

•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’s services will be utilized by the Board member for his or her personal and business affiliations.

In addition to the above qualifications, the following factors are also considered by the Nominating Committee when evaluating director candidates:

•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 in the Corporate Governance Guidelines.

As discussed above under “Item 1—Election of Directors—Board Selection,” diversity is one of the Board of Directors of another company atfactors that the time of its acquisition by Valley;


A director is eligibleNominating Committee considers in identifying nominees for reelection if the directordirector. The Nominating Committee 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 atadopted 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 complyformal diversity policy with all qualifications set forth in 12 USC §72;

A majority of the Board members must maintain their principal residences in New Jersey, New York, Florida or 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 priorregard to the meeting. Each Board member should participate in meetings,selection of director nominees.

Shareholder Recommendations for example, by asking questions and by inquiring about policies, procedures or practices of Valley;

Each Board member should be available for continuing education opportunities throughout the year;
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
It is expected that the Bank will be utilized by the Board member for his or her personal and business affiliations.
Director Candidates. The Nominating and Corporate Governance Committee has adopted a policy regarding director candidates recommended by shareholders. The Nominating and Corporate Governance Committee will consider nominations recommended by shareholders. In order for a shareholder to recommend a nomination, the shareholder must provide the recommendation along with the additional information and supporting materials to our Corporate Secretary no earlier than 180 days and no later than 150 days prior to the anniversary of the date of the preceding year’s mailing of the proxy statementProxy Statement for the annual meeting.Annual Meeting. The shareholder wishing to propose a candidate for consideration by the Nominating and Corporate Governance Committee must own at least 1% of Valley’s outstanding common stock. In addition, the Nominating and Corporate Governance Committee has the right to require any additional background or other information from any director candidate or the recommending shareholder as it may deem appropriate. For Valley’s annual meeting in 2019,2025 Annual Meeting, we must receive this notice on or after September 10, 2018,October 7, 2024 and on or before October 10, 2018.
November 6, 2024. The following factors, at a minimum, are considered by the Nominating and Corporate Governance Committee as part of its review of allwill evaluate shareholder-recommended director candidates using the same criteria and in recommending potential director candidates to the Board:

162018 Proxy Statement



Appropriate mix of educational background, professional background and business experience to make a significant contribution to the overall composition of the Board;
If the Nominating and Corporate Governance Committee deems it applicable, whether the candidate would be considered a financial expert or financially literatestandards as described in SECabove.

Compensation Committee Interlocks and NYSE rules;

If the Nominating and Corporate Governance Committee deems it applicable, whether the candidate would be considered independent under NYSE rules and the Board’s additional guidelines set forth in the Company’s Corporate Governance Guidelines;
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 otherInsider Participation

The members of the Board;

Availability for the substantial dutiesCompensation Committee are Peter J. Baum, Eric P. Edelstein, Marc J. Lenner, Suresh L. Sani and responsibilities of a Valley director; and
Meets the additional criteria set forth in Valley’s Corporate Governance Guidelines.
Diversity is oneJennifer W. Steans. None of the factors that the Nominating and Corporate Governance Committee considers in identifying nominees for a director. In selecting director nominees the Nominating and Corporate Governance Committee considers, among other factors, (1) the competencies and skills that the candidate possesses and the candidate’s areas of qualification and expertise that would enhance the compositionmembers of the Board,Compensation Committee or their affiliates, and (2) how the candidate would contribute to the Board’s overall balancenone of expertise, perspectives, backgrounds and experiences in substantive matters pertaining to the Company’s business. The Nominatingexecutive officers, have engaged in transactions or relationships required to be reported under the compensation committee interlock rules promulgated by the SEC.

Certain Transactions with Management

Our related party transactions in which Valley or any of its subsidiaries is a participant and Corporate Governance Committee has not adoptedin which a formal diversity policy with regard to the selection of director nominees.

CODE OF CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES
We have adopted a Code of Conduct and Ethics which applies to our chief executive officer, principal financial officer, principal accounting officer and to all5% holder of our other directors, officers and employees. The Code of Conduct and Ethics is available and can be viewed on our website at www.valleynationalbank.com/charters. The Code of Conduct and Ethics is also available in print to any
shareholder who requests it. We will disclose any substantive amendments to or waiver from provisions of the Code of Conduct and Ethics made with respect to the chief executive officer, principal financial officer or principal accounting officer or any othercommon stock (including BLITA), an executive officer, or a director (or an immediate family member of such a person or a company controlled by such a person or in which such a person has a substantial ownership interest) (collectively “insiders”) has a material interest are governed by our written related party transaction policy. We require our directors and executive officers to complete a questionnaire, annually, to provide information specific to related party transactions. Insiders may use Valley’s services or may provide services to Valley, as we expect our directors and officers to use the services of the Bank.

With respect to the use of the Bank’s services by insiders (including holders of 10% or more of our common stock), loans to insiders by the Bank are governed by Regulation O. Regulation O requires that such loans: (i) be made on the same or substantially similar terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable loans to third parties, and (ii) not involve more than the normal risk of collectability. Regulation O also requires that website.such loans be approved by a majority of the directors with the director who is the borrower, or related to the borrower, not present or voting.

282024 Proxy Statement

CORPORATE GOVERNANCE

With respect to other Bank services provided to insiders, those services are provided on the same terms and conditions as provided to third parties, with no Board approval required.

With respect to insiders providing products or services, these transactions are subject to the related party transaction policy. Under the related party transaction policy, transactions are referred for review and approval to the Nominating Committee. If the transaction presents a continuing relationship, the activity is reviewed and, if appropriate, approved by the Nominating Committee. If the transaction is new, the Nominating Committee is charged with reviewing it and approving it if it is believed to be in the best interests of Valley. If a transaction is not approved, the services offered will not be used. If an ongoing transaction fails to be ratified it will, if possible, be cancelled in accordance with any contractual rights. The Audit Committee oversees compliance with the related party transaction policy.

The Bank has made loans to its directors and executive officers and their associates and, assuming continued compliance with generally applicable credit standards, it expects to continue to make such loans. All of these loans: (i) were made in the ordinary course of business, (ii) were made on the same terms, including interest rates and collateral, as those available to other persons not related to Valley, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

The following transactions and payments were approved under our related party transaction policy.

•In 2011, Valley acquired State Bancorp, Inc. (“State Bancorp”). In connection with the acquisition, it was agreed between the parties to the merger that Mr. Wilks was to be elected to the Board. At the time of acquisition, State Bancorp leased a branch located in Westbury, New York which Valley assumed the lease for effective January 1, 2012. The lease provides for fixed rental payments of approximately $190,000 per year. 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’s spouse benefits. The limited partnership is part of a much larger entity from which Mr. Wilks’ wife also benefits. Valley’s lease payments in 2023 represented less than 0.05% of the annual gross revenue of the entity.

•We have always welcomed as new employees qualified relatives of our current employees. Currently, a number of our employees have relatives who also work for Valley. Valley employs the brother of Joseph V. Chillura, an executive officer of Valley, who in 2023 earned a salary of $330,000 plus a discretionary bonus and equity award.
•In connection with Valley’s acquisition of Bank Leumi USA, Valley and BLITA entered into a Business Cooperation Agreement, dated as of April 1, 2022 (the “Cooperation Agreement”), pursuant to which Valley agreed to offer BLITA the opportunity to participate in committed commercial loans made by Valley and its subsidiaries. Valley and BLITA have ongoing participation relationships pursuant to the Cooperation Agreement and it is expected that new participations will continue to be entered into, subject to approval in accordance with the related party transaction policy. From January 1, 2023 to March 1, 2024, BLITA purchased participation interests in 20 loan commitments. BLITA’s purchased interests totaled $605 million, or 36% of the total loan commitment amounts, with BLITA’s participation interests during this time span ranging from 5% to 70%. BLITA also engages in other ordinary course banking relationships with Valley, including that BLITA may from time to time open deposit accounts with Valley and Valley maintains a Nostro account at BLITA to facilitate foreign currency exchange transactions in Israel for Valley customers.

292024 Proxy Statement

LOGO

Environmental, Social, and

Governance Practices

At Valley, we are committed to making a positive, lasting impact on the communities we serve and in the world in which we live. We recognize the critical role we play and the unique opportunity we have to create a socially responsible and sustainable future. As part of our dedication to responsible corporate stewardship, we feel it is important to share why our sustainability initiatives are important to us and the steps we are taking to build a vibrant and sustainable future for our stakeholders: our customers, investors, associates, and community partners.

Our ESG Council (the “Council”) was formed in 2020 to bring together leaders from across the Company to strengthen and provide guidance for the implementation of our sustainability initiatives. The Council is a cross-functional group comprised of members from our Credit Risk Management, People Resources, Community Reinvestment, Community Lending, Corporate Lending, Retail Banking, Commercial Banking, Private Banking, Workplace Solutions/Property Management, Information Security, Marketing, Vendor Management, Risk, Finance, Audit, and Legal departments.

The Board has delegated ongoing oversight of our Environmental, Social, and Governance (“ESG”) program and strategy to the Nominating Committee. The Compensation Committee and the Risk Committee are also involved in ESG-related issues that naturally fall within their areas of responsibility while the overall oversight of strategy lies with the Nominating Committee. ESG activities are reported to the Nominating Committee no less than twice a year. Additionally, the Board receives periodic reports on the Company’s progress on Corporate Social Responsibility (“CSR”) and Community Reinvestment Act activities.

There are two subcommittees of the Council, one of which focuses on climate related risks and the other which focuses on lending opportunities associated with carbon transition. The Council’s philosophy remains one of proactive focus on encouraging the build-out of our strong foundation for the promotion of economic and environmental sustainability in all of Valley’s markets.

2023 ESG Highlights

Our New Headquarters and Workplace Solutions

We are mindful of the direct environmental impact of our branch and office operations, and we seek to reduce negative impacts where possible. In 2023, we completed construction and moved into our new headquarters in Morristown, New Jersey, which achieved Leadership in Energy and Environmental Design (“LEED”) Gold certification. Valley achieved LEED certification by addressing areas such as carbon, energy, water, waste, transportation, materials, health, and indoor environmental quality. Our headquarters is an example of our approach and commitment to environmental responsibility and our associates by providing a healthy work environment.

Our strategies regarding the other locations in which we have ownership or operational control incorporate climate change considerations in footprint optimization and in implementing building design, construction, operations, and processes. Wherever possible, our project strategies include environmentally conscientious materials selection, indoor air quality, energy management, and water efficiency. We have also invested in video conferencing technologies and virtual collaboration tools and capabilities that allow our associates to reduce work related travel costs, time, and environmental impact. Some of our other sustainable practices include digital and automated building management systems, recycling programs for paper and electronic waste, water management to reduce the volume of water waste, and digital business strategies to reduce paper usage, postage, and physical storage.

Sustainable Subordinated Debt Offering

Significantly in 2023, the Council, in conjunction with our Sustainable Financing Committee, participated in the tracking and reporting of Valley’s transactions that satisfied the requirements of Valley’s $150 million sustainable subordinated notes offering and comply with the parameters of the underlying Sustainable Financing Framework (the “Framework”) issued in September 2022. All of the proceeds from this offering were allocated and used to finance, in part or in full, new and/or existing social and/or green assets that meet the eligibility criteria as set forth in the Framework. Our Sustainable Financing Report, available on our website at www.valley.com/VNB/media/Library/PDFs/March-2024-Sustainable-Financing-Report-(VNB).pdf, describes the allocation of the offering proceeds and highlights that the disbursements were aligned with our efforts for sustainability by extending loans that supported energy efficient projects, affordable housing, clean transportation and workforce housing.

302024 Proxy Statement

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES

Credit and Lending

To reduce carbon emissions and encourage the use of renewable energy resources, we have focused on providing financing within our communities to support positive climate impact goals. We are working to understand the challenges of our clients and communities as they move towards a lighter carbon footprint so that we may deploy our lending activities to support those efforts. To better track our positive environmental impact driven by our loan originations, we are focused on improving the identification of the associated underlying data. We have also adopted Corporate Governance Guidelines, which are intendedrevised our credit underwriting technology platforms to facilitate the collection of information on loans we make for renewable energy resources, to support LEED and other green certified buildings, and for green-related and/or energy efficiency related projects and equipment. Leveraging our platform enhancement, we have been able to review and collect information on the investments we made in renewable energy projects.

In June 2021, our indirect automotive and floor plan finance areas started to provide guidelinesdiscounted financing for hybrid and electric consumer vehicles. In 2023, we funded 1,015 electric or hybrid vehicles. We are also proud of our current financing of renewable energy businesses and projects. Our customers include a real estate investment in a mixed use property where the borrower reports LEED Platinum certification; a real estate investment in an industrial property where the borrower reports LEED Silver certification; a leading finance company for small scale renewable energy products; a minority-owned business that manufactures electrical cable and related equipment in the country for large scale solar and wind turbine projects; a company that provides major component services for wind turbine installations; an installer of solar panels; a recycling company; and green energy construction developers.

Foundational to our environmentally focused lending program is the Company’s adherence to a strong credit culture. We are aware that changes in our credit policies and practices to reduce and/or manage our exposure to climate-related risks should not adversely affect vulnerable communities or specific industries. Climate mitigation lending approvals and loan structures are subject to our existing credit policy and risk acceptance criteria to maintain our moderate credit risk profile. For example, we are aware that homes in flood prone locations are more likely to be low- to moderate-income (“LMI”) communities. As we review our lending in flood zones to mitigate the impact of climate change on our lending portfolio, we want credit to remain available for the governancepurchase or refinance of homes in those areas.

In 2023, we expanded our Level III credit concentration threshold, which is an internally derived capital allocation methodology. Our approach to lending in the climate space strikes a balance between preserving our culture of prudent risk taking and mitigation with continuing to support growth to environmentally sensitive industries that will likely evolve as a result of anticipated changes in the regulatory landscape.

Climate-Related Financial Risk

Climate change is a significant and pressing global issue and we are committed to understanding how it may influence the risks we identify and proactively manage. We will continue to implement programs to better understand climate-related risks and how they impact our funding and capital management practices.

The use of scenario analysis – in which the resilience of financial institutions is assessed under different hypothetical climate scenarios to better understand climate-related risks and impacts – is an emerging tool to assess climate-related financial risks. As we work toward fully integrating climate risk into our risk framework, we continue to deploy idiosyncratic, operational climate-related risk scenarios that are tailored to the geographic footprints in which we operate, relevant to our business lines, and align with our moderate risk posture.

On an annual basis, we conduct our annual capital stress test which is an integral component of Valley’s capital management program. Management conducts stress testing using economic scenarios developed by Moody’s Analytics and the Federal Reserve Board to stress various types of balance sheet risks that are prominent throughout the banking industry and economic environment. The scenarios use national macroeconomic variables to stress changes in employment, production, inflation, interest rates, real estate pricing, exchange rates, and the stock market. In this manner, the capital stress test is primarily focused on interest rate, credit, and liquidity risk streams. Since the occurrence of extreme weather events, such as hurricanes, floods, and wildfires, are agnostic to all types of economic circumstances (good and bad), management also incorporates operational risk scenarios focused on severe weather events as a component of our annual capital stress test. By “layering on” the impacts associated with a hypothetical severe weather-related event during a period of prolonged economic weakness, it thoroughly stresses the resiliency of the organization across all risk streams simultaneously. This type of analysis strengthens our strategic conversations by enabling us to frame and assess the potential range of possible business outcomes and weigh management options for consideration.

312024 Proxy Statement

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES

Our 2023 capital stress test included an operational risk scenario centered around catastrophic climate-related events in New York, New Jersey, Florida, Alabama, and California. The hypothetical scenarios we chose this year were related to extreme weather events taking place in our New York/New Jersey metropolitan, Florida/Alabama, and California areas in a quick succession. Our analysis took into account impacts to Valley from a direct impact (e.g., via damage to its real estate holdings), indirect impact (e.g., via damage to its commercial and residential mortgage collateral), as well as staffing and operating losses. The results of the internal stress tests are considered in combination with other risk management and monitoring practices at Valley to maintain an overall risk management program.

As Valley continues to approach key asset thresholds, management is taking steps to prepare for enhanced reporting requirements, which include, but are not limited to, scenario analysis and climate-related financial disclosures.

ESG Education

To achieve our goal of improving associate knowledge and to reinforce our culture of sustainability, in March 2023, the topic of ESG was featured in a panel discussion at a company-wide town hall. Prior to the panel discussion, we aired an internally designed ESG video. Both the video and panel discussion focused on sharing our inclusive approach to sustainability and conveying to our associates that prioritizing sustainability matters aligns our business strategies with broader societal goals, promotes sustainable development, and contributes to a more resilient and responsible corporate culture.

Associate Engagement and Culture Management

Our people continue to be our greatest asset. As an employer of choice, we invest heavily in cultivating an inclusive culture of belonging where authenticity, collaboration, and innovation thrive. We center on our people’s experience so that we can attract, develop, and retain top-notch talent that is crucial to all aspects of Valley’s strategy and long-term success. To that end, we partner with colleges and universities within our footprint along with local community partners to ensure greater access to our career opportunities for LMI and first-generation talent, and to strengthen our ability to maintain our high-performing culture.

We recognize that building an inclusive and high-performing culture requires an engaged workforce where employees are empowered and motivated. Valley’s efforts to promote an inclusive and rewarding culture for our associates include the following:

•In 2020, we launched the Valley Associate Resource Groups (“ARG”) program, which now includes six associate resource groups: BELIEVE (Black Employees Leading in Inclusion Excellence Vision and Empowerment), HOLA (Hispanic Organization for Leadership and Advancement), WISE (Women Influencing Success and Empowerment), ASIA (Asian Society for Innovation and Advancement), the PROUD ARG, which focuses on our LGBTQ+ community, and the ABLE ARG, which focuses on the disability community. Our ARGs continue to represent the strength and spirit of Valley by championing an environment in which unique and different experiences and perspectives are encouraged and valued both from an associate and customer perspective. Our ARGs have been instrumental in driving Valley’s mission, contributing to cultural competence, and offering avenues for professional development for all associates. Our ARGs hosted over 45 events in 2023, showcasing the dedication of Valley’s ARG members to fostering a culture of inclusion within our organization and in the communities in which we serve.

•Launched in 2021, our Diversity Equity and Inclusion (“DEI”) Governance Framework continues to enhance our ability to bring new ideas to the table, raise new questions, innovate our practices and products, and strengthen our connections with our communities. We are proud to be ranked in the SSGA Gender Diversity Index (the “Index”). The companies in the Index are ranked within each sector

by three gender diversity ratios and designed to measure the performance of domestic large capitalization companies that are gender diverse, which are defined as companies that exhibit gender diversity in their senior leadership positions. Valley’s commitment to providing equitable opportunities extends to partnerships with universities and non-profit organizations, and Valley was honored as the 2023 Commitment Employer of the year by VISIONS, an organization dedicated to providing opportunities to visually impaired students.

•We continue to provide our associates with strong inclusion education programming, which includes weekly microlessons, live sessions, and individual courses. For example, our Jumpstart series continues to provide an opportunity for our associates to understand our core performance competencies and to discuss how they can develop those competencies for personal career growth.

•In 2020, our CEO signed the CEO Action for Diversity and Inclusion in 2020 and pledged to act on supporting more inclusive workplaces. Aligned with this commitment, which includes creating spaces to have conversations on DEI, in 2023, we hosted two sessions of our Widening the Lens, Sharing Our Perspectives series, which gave our associates the opportunity to celebrate diverse experiences. The continuation of the REAL Talk series further enriched these conversations, providing a platform for open and authentic discussions on various DEI topics.

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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES

Community Reinvestment Act (“CRA”) Activities

Valley received an “Outstanding” CRA rating from the Office of the Comptroller of the Currency (“OCC”) in late 2022 for its 2019-2021 CRA Exam, representing the second consecutive “Outstanding” CRA rating from the OCC. The CRA requires banks to meet the credit needs of their entire communities, including the LMI neighborhoods in which it operates. A rating of “Outstanding” is the highest rating available. The rating is determined by the Boardregulator’s assessment of a financial institution’s performance in helping to meet the credit needs of its community in the context of information about the institution (capacity, constraints, and business strategies), its community (demographic and economic data, lending, investment, and service opportunities), and its committees. competitors and peers.

Community Development

Community development is the work of building and sustaining communities, which is an integral component of our efforts to foster a culture of service and empowerment and to be a leader in corporate stewardship.

The Corporate Governance Guidelines are available onfollowing were the highlights of our website at www.valleynationalbank.com/charters. The Corporate Governance Guidelines arecommunity engagement activities in 2023:

•Valley’s Retail Banking division demonstrated their community commitment by dedicating their time to volunteer and serve on boards and committees of CRA qualified nonprofit organizations. Nearly 1 out of 3 Retail Market Managers serve on a CRA board or committee. In addition, our associates provided over 1,600 hours of financial literacy training to our community last year.

•We remained steadfast in our commitment to engaging with our Regional Community Advisory Boards (“RCAB”), comprised of partners that span across our retail footprint. Our RCAB members provide invaluable insight into the needs of their communities.

•Small Business Lending – Valley’s commitment to our local communities includes supporting economic development and small businesses. In 2023, we made over 21,000 loans to small businesses and those in LMI communities.

•Building on our focus to reach unbanked and under-banked individuals and provide safe access and affordable banking services, we developed a specialty checking account to align with “Bank On” national account standards. Our teams actively partner with local, trusted community-based partners, such as the United Way to reach individuals in our communities who may not have believed they were eligible to open a bank account due to their previous financial history. In 2023, we facilitated numerous presentations with non-profit organizations

and their clients and performed community outreach to advance financial empowerment and promote critical access to the banking ecosystem for those individuals. These efforts resulted in nearly 800 new accounts being opened, effectively increasing the financial capacity of these LMI individuals and communities.

•Our continued partnership with the FHLBNY includes involvement in the Affordable Housing (“AHP”) program and Zero Development Advance (“ZDA”) program, both of which support vital projects across our entire footprint. Through the AHP program, $4.5 million in subsidies were awarded to six nonprofits that will result in nearly 500 affordable housing units. We found innovative ways to support small businesses during a challenging interest rate environment and through our participation in the ZDA program, we offered a 0% interest loan to a non-profit partner for their new headquarters. We also participate in the FHLBNY’s Homeownership Dream Program, which offers down payment assistance to first-time homebuyers and the Small Business Recovery Grant Program, which awarded the maximum amount afforded under that program to support five small businesses and non-profit organizations facing economic challenges. One of the recipients included a non-profit café supporting workforce development for individuals with intellectual developmental disabilities, which is located in the retail space of our new headquarters building.

Community Investments

In 2023, Valley had a community development investment portfolio of approximately $500 million. These investments advance Valley’s affordable housing, economic development, revitalization/stabilization, and community services goals. An impactful example included our investment of $1 million in New Jersey’s Neighborhood Revitalization Tax Credit program in the 2022-2023 financial cycle, supporting revitalization projects for eight urban communities, which were led by our non-profit partners across northern and central New Jersey.

Valley also availableplaced certain investments with Carver Federal Savings Bank (“CFSB”), a minority deposit institution headquartered in printHarlem, New York. Our support is in conjunction with CFSB’s inclusion in Project REACh (Roundtable for Economic Access and Change), an innovative OCC-led initiative to any shareholder who requests them.reduce various barriers to full and fair participation in the nation’s banking system and the economy.

332024 Proxy Statement


ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES

Philanthropy

Being leaders in our local communities means responding to the needs of our communities, building relationships with fellow community members, understanding and identifying community needs, and championing initiatives that cultivate strong, local leadership. Our associates are actively engaged with community organizations and volunteered more than 13,500 hours last year. In particular, the Community FoodBank of New Jersey is the state’s largest anti-hunger and anti-poverty organization, and in partnership with the NJBA, the One Million Meals initiative has a goal to reach a total of one million meals to feed hungry seniors, parents, and children across the state of New Jersey. To support the initiative, Valley associates volunteered almost 600 hours in 2023. To encourage all associates to volunteer and give back to our communities, we provide our full-time associates with up to 16 hours of paid time off for their volunteer activities. In addition, Valley recently implemented the Workplace Giving program that provides associates with the opportunity to donate to their favorite charities and double the impact through a matching contribution from Valley.

2018342024 Proxy Statement17


DIRECTOR COMPENSATION
COMPENSATION OF DIRECTORS
The total 2017 compensation of our non-employee directors is shown in the following table. Each of these compensation components is described in detail below.
2017 DIRECTOR COMPENSATION
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)
$221,250
$50,000
$22,179
$5,474
 $298,903
Peter J. Baum140,250
50,000
2,210
1,352
 193,812
Pamela R. Bronander129,250
50,000
22,100
1,352
 202,702
Eric P. Edelstein (1)
168,750
50,000
10,897
1,352
 230,999
Mary J. Steele Guilfoile130,500
50,000
11,091
1,352

192,943
Graham O. Jones154,250
50,000
17,215
1,352
 222,817
Gerald Korde (1)
170,250
50,000
24,711
1,352
 246,313
Michael L. LaRusso141,250
50,000
9,303
3,413
 203,966
Marc J. Lenner (1)
144,000
50,000
6,184
1,352
 201,536
Suresh L. Sani163,750
50,000
6,253
1,352
 221,355
Jeffrey S. Wilks138,750
50,000
2,178
3,413
 194,341
____________      

LOGO

Compensation of Directors

(1)Lead

The compensation of our directors is designed to attract, retain, and motivate highly qualified candidates for director and be broadly comparable with our peers. Only non-employee directors are paid for their service on the Board. Directors who are employees of the Company receive no additional compensation for serving on the Board. The Compensation Committee recommends to the Board the form and amount of compensation for non-employee directors. Director compensation, including compensation for Committee service, is reviewed at least annually by the Compensation Committee, typically at its regularly scheduled December meeting, which makes such recommendations to the Board with respect thereto as it deems appropriate. As part of such review each year, with the assistance of the Compensation Committee and its compensation consultant, the Board takes various factors into consideration, including, but not limited to, the responsibilities of directors generally, as well as Committee chairs, and market data for our peer group. Currently, we compensate our non-employee directors with a combination of cash and equity to help align our directors’ interests with those of our shareholders.

Director Fees Earned or Bancorp Committee Chairman (see CommitteesPaid in Cash

Prior to the 2023 Annual Meeting, non-employee directors received a fee of $2,000 for each meeting of the Board on page 13that they attended and $1,500 for each meeting of the Audit Committee, Compensation Committee, Nominating Committee or Risk Committee that they attended. In January 2023, based upon the recommendation of its compensation consultant, the Compensation Committee recommended, and the Board approved, the discontinuation of Board and Committee meeting fees, effective at the 2023 Annual Meeting. Following the 2023 Annual Meeting, non-employee directors receive an annual cash retainer of $90,000, paid in this Proxy Statement).

(2)Includesfour quarterly installments.

The Chair of each of the Audit Committee, Compensation Committee, Nominating Committee, and Risk Committee receives an annual retainer of $20,000. The Independent Lead Director receives an annual retainer of $50,000. These additional retainers are to recognize the extensive time that is devoted to serve as Committee Chair or Independent Lead Director and to attend to Committee matters, including meetings with management, auditors, outside advisors and consultants, and preparing Committee meeting feesagendas.

The Board also has several committees in addition to the Audit Committee, Compensation Committee, Nominating Committee and committee fees and feesRisk Committee. These additional committees generally deal with oversight of various operating matters. The Committee Chairs for serving as lead director and chairing boardthese additional committees earned and paid for 2017.

(3)Valley National Bancorp's 2016 Long-Term Stock Incentive Plan (the “2016 Plan”) provides for non-employee directors to be eligible recipientsalso receive an annual retainer of limited equity awards. Commencing$20,000, with Valley's 2017 annual meeting, each non-employee director received a $50,000 restricted stock award (“RSAs”)the exception of the Executive Committee Chair who receives no additional retainer.

Director Equity Awards

Each year, as part of their annual retainer, each non-employee director who was elected or continues to serve as a member of the Board also receives an award under the 2023 ICP of RSUs equal in value to $85,000. These equity grants to our non-employee directors are intended to strengthen the alignment between shareholder interests and those of our directors. The RSUs are granted on the date of the annual shareholders’ meeting. Themeeting of shareholders, with the number of RSAs wereRSUs determined using the closing market price of the common stock as reported by Nasdaq on the datebusiness day prior to grant andgrant. The RSUs vest on the earlier of the next annual shareholders’ meeting of shareholders or the first anniversary of the grant date, with acceleration upon a change in control (“CIC”), death or disability, and retirement (age 65 with five years of service), but not resignation from the board.

(4)RepresentsBoard.

Annual Limit on Director Compensation

Our 2023 ICP provides for our non-employee directors to be eligible recipients of equity awards with an overall annual limit of $500,000 on the change in the presenttotal value of pension benefits year to year under the Directors Retirement Plan for 2017 taking into account the age of each director, a present value factor, an interest discount factor and time remaining until retirement. As disclosed below, the Board of Directors pension plan was frozen for purposes of benefit accrual in 2013. Theequity awards plus annual change in the present value of the accumulated benefits was a net increase of $134,321 in total from the present value reported as of December 31, 2016. This increase is attributable to the passage of time and the decrease in the discount rate from 4.11% to 3.69%.
cash fees.

(5)35This column reflects only the cash dividend and interest on deferred dividends earned on outstanding restricted stock, under the 2004 Directors Restricted Stock Plan in 2017 and the deferred dividends earned in 2017 on the restricted stock that is part of the directors annual retainer, granted on the date of the annual shareholders’ meeting.2024 Proxy Statement

ANNUAL BOARD RETAINER
Non-employee directors received an

COMPENSATION OF DIRECTORS

Director Stock Ownership Guidelines

As set forth in the Company’s Corporate Governance Guidelines, each non-employee director is required to own shares of our common stock having a value equal to three times the director’s annual cash retainer of $25,000 perretainer. Non-employee directors have a three year paid quarterly, plus an equity award of $50,000 (see below).

This retainer is paidperiod to recognize expected ongoing dialogue of Board membersattain compliance with our executives and employees, for being available to provide their professional expertise as needed, for attending various Bank functions, for undertaking continuing education, and for interfacing with customers as appropriate.
BOARD MEETING FEES
In recognition of the preparation time, travel time, attendance and providing professional expertise atthis requirement unless the Board meetings,
non-employee directors receiveapproves an extension in appropriate circumstances. Until this ownership requirement has been met, a Board meeting fee of $4,250 for each meeting attended of the Bank and Bancorp combined attended in person, by video conference or conference call. Our non-employee directors are paid meeting fees for attendance by telephone or in person board and committee meetings for no more than one meeting per year.
BOARD COMMITTEE FEES AND COMMITTEE CHAIRMEN RETAINER
The Chairman of the Audit Committee receives an annual retainer of $20,000. The Chairman of the Compensation and Human Resources Committee receives an annual retainer of $20,000. The Chairman of the Nominating and Corporate Governance Committee receives an annual retainer of

182018 Proxy Statement



$12,500. The Lead Director receives an annual retainer of $50,000. These retainers are to recognize the extensive time that is devoted to serve as Committee Chairman or Lead Director and to attend to committee matters, including meetings with management, auditors, attorneys and consultants and preparing committee agendas.
All members of these committees are paid for attending each committee meeting as follows: $2,500 for Audit, $2,500 for Compensation and Human Resources, and $2,500 for Nominating and Corporate Governance.
The Company and the Bank also have a number of committees (in addition to the corporate governance committees listed on page 13). These committees generally deal with oversight of various operating matters. Valley’s Risk Committee Chairman receives a $20,000 retainer. All other committee chairmen receive a retainer of $7,500. There is an attendance fee of $2,500 for each committee meeting.

DIRECTOR EQUITY AWARDS

Our 2016 Long-Term Stock Incentive Plan (the “2016 Plan”) provides for our non-employee directors to be eligible recipients of equity awards limited todirector may not more than $300,000 annually per director. The 2016 Plan was approved by our shareholders.

After our 2017 annual meeting, each non-management directorsell any common stock received a $50,000 restricted stock award (“RSA”) as part of the annual retainer, and directors must hold at least 50% of their annual retainer. The RSAs were granted on the date of the Annual Shareholders meeting,required ownership until six months following their termination from service with the numberCompany. For purposes of RSAs determined usingcalculating the closing market price onrequired ownership amount, a non-employee director’s stock ownership includes all shares of common stock considered beneficially owned under Exchange Act Rule 13d-3.

As a separate requirement, bank regulations require that each Board member own in such director’s own name (or jointly with the date prior to grant. The RSAs vest on the earlierdirector’s spouse), shares of the next Annual Shareholders meetingcommon stock worth $1,000, none of which may be pledged or the first anniversary of the grant date, with acceleration upon a change in control, death or disability, but not resignation from the board.


The Compensation Committee approved a $10,000 increase in the equity award to be made to non-management directors following the Annual Meeting.
DIRECTORS RETIREMENT PLAN
hypothecated.

Directors Retirement Plan

We maintain a retirement plan for non-employee directors which was frozen to new participants and for additional benefit accruals in 2013. The plan provides 10 years of annual benefits to participating directors with five or more years of service. The benefits commence after a director has retired from the Board and reached age 65. The annual benefit is equal to the director’s years of service through December 31, 2013, multiplied by 5%, multiplied by the final annual retainer paid to the director at the timedirectors as of retirement.December 31, 2013 ($40,000). In the event of the death of the director prior to receipt of all benefits, the payments continue to the director’s beneficiary or estate. As a result of amendments to the plan adopted in 2013, participants no longer accrue further benefits.


STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS.benefits and directors first elected after 2013 do not participate.

2023 Director Compensation

The following table contains information about the beneficial ownershiptotal 2023 compensation of our common stocknon-employee directors who served on the Board at any time during 2023 is shown in the table below.

Name

 Fees Earned or
Paid in Cash(5)		  Stock
Awards(6)		  Change in Pension
Value and Non-Qualified
Deferred Compensation
Earnings(7)		  All Other
Compensation(8)		  Total 
      

Andrew B. Abramson

  $ 93,500   $85,000   $21,258   $  3,292   $ 203,050 
      

Ronen Agassi(1)

  16,000   —   —   —   16,000 
      

Peter J. Baum

  99,000   85,000   1,999   3,292   189,291 
      

Eric P. Edelstein(2)

  169,000   85,000   10,531   3,292   267,823 
      

Dafna Landau(3)

  75,000   85,000   —   3,292   163,292 
      

Marc J. Lenner(2)

  116,000   85,000   4,175   3,292   208,467 
      

Peter V. Maio(2)

  118,500   85,000   —   3,292   206,792 
      

Avner Mendelson

  93,000   85,000   —   1,051,292   1,229,292 
      

Kathleen C. Perrott(4)

  25,962   —   —   —   25,962 
      

Suresh L. Sani(2)

  115,500   85,000   4,374   3,292   208,166 
      

Lisa J. Schultz(2)

  124,000   85,000   —   3,292   212,292 
      

Jennifer W. Steans

  99,000   85,000   —   3,292   187,292 
      

Jeffrey S. Wilks(2)

  115,625   85,000   1,807   3,292   205,724 
      

Dr. Sidney S. Williams, Jr.

  99,000   85,000   —   3,292   187,292 

(1)

Mr. Agassi served as director until February 28, 2023. The amount shown includes prorated cash fees of $16,000 that Mr. Agassi earned for service during 2023.

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COMPENSATION OF DIRECTORS

(2)

Independent Lead Director or Committee Chair (see “Committees of the Board of Directors; Board of Directors Meetings” on page 24 of this Proxy Statement).

(3)

Ms. Landau was appointed to the Board on February 28, 2023. The amount shown includes prorated cash fees of $75,000 that Ms. Landau earned for service during 2023.

(4)

Ms. Perrott was appointed to the Board on September 18, 2023. The amount shown includes prorated cash fees of $25,962 that Ms. Perrott earned for service during 2023.

(5)

Amounts include the Board and Committee meeting fees earned for the period January 1, 2023 until the date of the 2023 Annual Meeting, plus the portion of the $90,000 annual cash retainer earned for the period between the date of the 2023 Annual Meeting and December 31, 2023.

(6)

Each non-employee director other than Ms. Perrott, who joined the Board in September 2023, and Mr. Agassi, who departed the Board in February 2023, received an RSU award equal in value to $85,000 as part of their annual equity retainer, granted on the date of the annual meeting of shareholders. The number of RSUs was determined using the closing market price on the business day prior to grant, and the RSUs vest on the earlier of the next annual shareholders’ meeting or the first anniversary of the grant date, with acceleration upon a CIC, death or disability, and retirement, but not resignation from the Board.

(7)

Represents the change in the present value of pension benefits for 2023 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 above, the 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, 2023 is attributable to the decrease in the discount rate from 5.21% to 4.87%.

(8)

For each non-employee director other than Ms. Perrott, who joined the Board in September 2023, and Mr. Agassi, who departed the Board in February 2023, neither of whom received the annual RSU grant, this column reflects deferred cash dividends in the amount of $3,292 earned in 2023 on the RSUs that are part of the director’s annual equity retainer, granted on the date of the annual meeting of shareholders. For Mr. Mendelson, this amount also reflects payments pursuant to his consulting agreement with the Company, as described below under “Mendelson Consulting Agreement.”

Mendelson Consulting Agreement

Effective May 1, 20182022, in connection with Valley’s acquisition of Bank Leumi USA (“BLUSA”), Valley entered into a consulting agreement with ALREM LLC, a company wholly-owned and controlled by Mr. Mendelson and his spouse, pursuant to which Mr. Mendelson provides certain services to Valley, including assistance with the execution of its tech banking plan and building future growth strategies, assistance with the development and implementation of its venture capital strategy, exploration of a renewables/project finance vertical with BLITA, providing advice regarding the development of strategic initiatives, retention of BLUSA clients and assisting with maintaining Valley’s relationship with BLITA. The agreement had an initial 12-month term and was renewed for a second 12-month term effective as May 1, 2023. After the initial term, either party may terminate on 30 days’ prior written notice, and the Company may terminate the agreement on five days’ written notice if ALREM LLC engages in activities constituting “cause” or materially breaches the agreement. The agreement provides for monthly payments to Mr. Mendelson of $47,100 during the remaining term of the agreement. Mr. Mendelson also receives $90,000 on each directorJuly 31, October 31, January 31, and by eachApril 30 that the agreement remains in effect. These payment amounts represent a 25% decrease from the initial term based on an amendment to the agreement entered into in connection with the commencement of our named executive officers ("NEOs") namedthe renewal term. ALREM LLC is also entitled to reimbursement of all reasonable expenses and other costs, including reasonable travel expenses, associated with this agreement in this proxy statement,accordance with Valley’s standard policies and by directors and all executive officers as a group.  The information is obtained partly from each director and by each NEO and partly from Valley.

Name of Beneficial Owner
Number of
Shares
Beneficially
Owned (1)
  
Percent of
Class (2)
Directors and Named Executive Officers:   
Andrew B. Abramson249,580
(3) 
0.08%
Peter J. Baum44,355
(4) 
0.01
Pamela R. Bronander38,363
(5) 
0.01
Eric P. Edelstein32,476
(6) 
0.01
Alan D. Eskow352,075
(7) 
0.11
Mary J. Steele Guilfoile355,690
(8) 
0.11
Ronald H. Janis38,083
(9) 
0.01
Graham O. Jones967,755
(10) 
0.29
Gerald Korde2,333,235
(11) 
0.71
Michael L. LaRusso47,673
(12) 
0.01
Marc J. Lenner216,971
(13) 
0.07
Gerald H. Lipkin891,514
(14) 
0.27
Ira Robbins120,402
(15) 
0.04
Suresh L. Sani62,439
(16) 
0.02
Rudy E. Schupp206,036
(17) 
0.06
Jennifer W. Steans4,592,716
(18) 
1.39
Jeffrey S. Wilks424,596
(19) 
0.13
Directors and Executive Officers as a group (27 persons)11,401,391
(20) 
3.45
____________   
procedures.

(1)372024 Proxy Statement

LOGO

Stock Ownership of Management and

Principal Shareholders

Directors and Executive Officers

The table below contains information about the beneficial ownership of our common stock at March 1, 2024 by each director and by each of our NEO named in this Proxy Statement, and by directors and all executive officers as a group.

Name of Beneficial Owner

  Number of
Shares
Beneficially
Owned(1)		   Percent
of
Class(2)		 
   

Andrew B. Abramson

   302,681(3)    0.06 
   

Peter J. Baum

   83,272(4)    0.02 
   

Joseph V. Chillura

   678,185(5)    0.13 
   

Raja A. Dakkuri

   407,581(6)    0.08 
   

Eric P. Edelstein

   110,732    0.02 
   

Michael D. Hagedorn

   112,946    0.02 
   

Thomas A. Iadanza

   326,950    0.06 
   

Dafna Landau

   100    0 
   

Marc J. Lenner

   306,318(7)    0.06 
   

Peter V. Maio

   38,014    0.01 
   

Avner Mendelson

   1,243,182(8)    0.24 
   

Kathleen C. Perrott

   108    0 
   

Ira Robbins

   574,610(9)    0.11 
   

Suresh L. Sani

   99,984(10)    0.02 
   

Lisa J. Schultz

   60,289    0.01 
   

Jennifer W. Steans

   4,360,253(11)    0.86 
   

Jeffrey S. Wilks

   460,852 (12)    0.09 
   

Dr. Sidney S. Williams, Jr.

   11,628    0 
   

Directors and Executive Officers as a group (21 persons)

   9,582,232(13)    1.88 

(1)   For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act. Beneficially owned shares include shares of common stock and preferred stock 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 or 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 following February 1, 2024 by the vesting or 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 RSUs (except for RSUs scheduled to vest within 60 days following the date of determination).

(2)

For purposes of calculating these percentages, there were 330,219,322508,884,645 shares of our common stock outstanding as of February 1, 2018.the date of determination. For purposes of calculating each individual’s percentage of the class owned, the number of shares underlying stock options held byand RSUs that are included in the amount of shares that the individual arebeneficially owns is also taken into accountadded to the extent such options were exercisable within 60 days.*

total number of shares outstanding.

(3)

This total includes 14,60419,080 shares held by Mr. Abramson’s wife, 12,91410,236 shares held by his wife in trust for his children 9 shares held by a family trust of which Mr. Abramson is a trustee,and grandchildren, 40,157 shares held by a family foundation, 10,401 shares held in a self-directed IRA,


2018 Proxy Statement19

2,636 shares in a self-directed IRA held by his wife and 4,088 restricted shares and 8,943 pursuant to the director restricted stock plan. Mr. Abramson disclaims beneficial ownership of shares held by his wife and shares held for his children.

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 and 4,088 restricted shares.trustee.


(5)382024 Proxy Statement

STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

(5)

This total includes 5,992 shares held by Ms. Bronander’s children, and of this total, 972 shares are pledged as security by her adult son; and 4,088 restricted shares.


(6)This total includes 4,088 restricted shares.

(7)This total includes 51,796 shares held by Mr. Eskow’s wife, 5,55535,000 shares held in Mr. Eskow’s KSOP, 10,578 shares held in his RothChillura’s IRA 1,527 shares held in his IRA, 6,249 shares held jointly with his wife, 1,489 shares in an IRA held by his wife, 40,062 restricted shares, and 42,22973,165 shares purchasable pursuant to stock options exercisable within 60 days. Outstanding performance based restricted stock unitsOut of the total 678,185 shares, 157,880 shares are not included.held in his own name and the remaining 520,305 shares are pledged as security for loans.


(6)
(8)

This total includes 96,971402,380 shares held by Ms. Guilfoile’s spouse and 4,088 restricted shares.purchasable pursuant to stock options exercisable within 60 days.


(7)
(9)

This total includes 10,205 shares held by Mr. Janis wife.


(10)This total includes 7,124 shares owned by trusts for the benefit of Mr. Jones’ children of which his wife is co-trustee and 4,088 restricted shares.

(11)This total includes 72,133 shares held jointly with Mr. Korde’s wife, 342,697 shares held in the name of Mr. Korde’s wife, 893,352 shares held by his wife as custodian for his children, 315,378 shares held by a trust of which Mr. Korde is a trustee, 126,438 shares held in Mr. Korde’s self-directed IRA and 4,088 restricted shares.

(12)This total includes 21,660 shares held jointly with Mr. LaRusso’s wife, 4,088 restricted shares and 4,471 restricted shares pursuant to the director restricted stock plan.

(13)This total includes 19,39933,149 shares held in a retirement pension, 589769 shares held by Mr. Lenner’s wife, 30,18739,409 shares held by his children, 122,150131,492 shares held by a trust of which Mr. Lenner is 50% trusteeco-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), 19,084and 27,805 shares held by a charitable foundation and 4,088 restricted shares.foundation.


(8)
(14)

This total includes 444,760 shares held in the name of Mr. Lipkin’s wife, 6,946 shares held in Mr. Lipkin’s wife’s Roth IRA, 154 shares held jointly with his wife, 68,889 shares held in a Roth IRA, 57 shares held in his KSOP, and 44,819 shares held by a family charitable foundation of which Mr. Lipkin is a co-trustee. This total also includes Mr. Lipkin’s 81,142 restricted shares and 88,684*1,207,141 shares purchasable pursuant to stock options exercisable within 60 days. Outstanding performance based restricted stock units are not included.


(9)
(15)

This total includes 2,0002,800 shares held by Mr. Robbins'Robbins’ wife 288and 386 shares held in trusts for the benefit of Mr. Robbins' nieces, 56,406 restricted shares and 1,216* shares purchasable pursuant to stock options exercisable within 60 days. Outstanding performance based restricted stock units are not included.Robbins’ nieces.

(10)
(16)

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, and 44,390 shares held in pension trusts of which Mr. Sani is co-trustee and 4,088 restricted shares.co-trustee.


(11)
(17)

This total includes 12,814 shares held in Mr. Schupp's IRA, 1,780 shares held by Mr. Schupp's wife's IRA and 20,684 restricted shares. Outstanding performance based restricted stock units are not included.


(18)This total includes 141,459 shares held in Ms. Steans' IRA, 729,700 shares held by Ms. Steans'Steans’s spouse, 211,468 shares held by her spouse in a trust, 33,842 shares held in Ms. Steans' spouse's Roth IRA, 868,890 shares held in a family trust of which Ms. Steans is a trustee, 445,0491,276,374 shares held by a partnership of which Ms. Steans is one of three partners and 347,418105,000 shares held in custody for her child. Ms. Steans has 20,000IRA. Out of the total 4,360,253 shares, 153,256 shares are held in her own name 141,459 shares in her Roth IRA and 33,842 shares held in her spouse's Roth IRA and 347,418 shares in her child's trust which are not pledged as security for loans. Thethe remaining 4,049,9974,206,997 shares are pledged as security for loans.


(12)
(19)

This total includes 74,02676,026 shares held by Mr. Wilks’Wilks’s wife, 10,058 shares held by his wife in trust for one of their children, 2,7474,747 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 by the estates of his mother and father-in-law, ofin estate created trust for which Mr. Wilks' wifeWilks is a beneficiarytrustee and is one of three executors. This total also includesunder which Mr. Wilks’ 4,088 restricted shares and 4,471 restricted shares pursuant to the director restricted stock plan.Wilks’s children are beneficiaries. Mr. Wilks disclaims beneficial ownership of shares held by his mother and father-in-law’s estates.the estate created trust.


(13)
(20)

This total includes 427,432404,547 shares owned by 10three executive officers who are not directors or named executive officers, which total includes 7,799 shares in KSOP and/or IRA, 149 indirect shares, 157,066 restricted shares and 15,111* shares purchasable pursuant to stock options exercisable within 60 days.NEOs. The total does not include shares held by the Bank’s trust department in fiduciary capacity for third parties.

__________
* See the Outstanding Equity Awards

Principal Shareholders

The table below for each of the NEO’s outstanding awards. As of the record date of February 20, 2018, some exercisable options outstanding have exercise prices that are higher than Valley’s market price.





202018 Proxy Statement



PRINCIPAL SHAREHOLDERS. The following table contains information about the beneficial ownership at December 31, 2017March 1, 2024 by persons or groups that beneficially own 5% or more of our common stock.
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
 32,104,862
 9.72%
Dimensional Fund Advisors LP(3)
Building One
6300 Bee Cave Road
Austin, Texas, 78746
 13,470,786
 4.08
State Street Corporation(4)
  One Lincoln Street Boston, MA 02111
 15,213,652
 4.61
The Vanguard Group(5)
100 Vanguard Blvd., Malvern, PA 19355
 22,348,096
 6.77
____________    

Name and Address of Beneficial Owner

 Number of
Shares
Beneficially
Owned		 Percent
of
Class(1)		 
   

Bank Leumi le-Israel B.M.(2)

24-32 Yehuda Halevi St.

Tel Aviv, 65545

Israel

 71,861,862  14.12% 
   

BlackRock, Inc.(3)

55 East 52nd Street,

New York, NY 10055

 64,548,658  12.68% 
   

The Vanguard Group, Inc.(4)

100 Vanguard Blvd.,

Malvern, PA 19355

 45,625,380  8.97% 

(1)
(1)

For purposes of calculating these percentages, there were 330,219,322508,884,645 shares of our common stock outstanding as of FebruaryMarch 1, 2018.

2024.

(2)

Based on a Schedule 13D Information Statement filed with the SEC on April 11, 2022 by Bank Leumi le-Israel B.M. The Schedule 13D discloses that Bank Leumi le-Israel B.M. has sole voting power and sole dispositive power as to 71,861,862 shares and shared voting power and shared dispositive power as to zero shares.

(2)(3)

Based on a Schedule 13G/A Information Statement filed with the SEC on January 18, 201823, 2024 by BlackRock, Inc. The Schedule 13G/A discloses that BlackRock has sole voting power as to 31,476,07663,559,181 shares and sole dispositive power as to 32,104,86264,548,658 shares, and 0 shares as to shared voting power and shared dispositive power.

(3)Based on a Schedule 13G Information Statement filed February 9, 2018 by Dimensional Fund Advisors LP. The Schedule 13G discloses that Dimensional Fund Advisors LP has sole voting power as to 13,076,153 shares, sole dispositive power as to 13,470,786 shares and; 0 as to shared voting power and shared dispositive power.zero shares.

(4)
(4)
Based on a Schedule 13G Information Statement filed February 14, 2018 by State Street Corporation. The Schedule 13G discloses that State Street Corporation has 0 shares as to sole voting power and sole dispositive power and; 15,213,652 as to shared voting power and 15,213,652 shares as to shared dispositive power.
(5)

Based on a Schedule 13G/A Information Statement filed with the SEC on February 9, 201813, 2024 by The Vanguard Group.Group Inc. The Schedule 13G/A discloses that The Vanguard Group has sole voting power as to 285,926zero shares, shared voting power as to 27,730392,565 shares, sole dispositive power as to 22,056,34044,780,406 shares, and shared dispositive power as to 291,756844,974 shares.


Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC by certain deadlines. We believe all our directors and executive officers timely complied with their Section 16(a) reporting requirements in 2023.

392024 Proxy Statement

LOGO

ITEM 2:

Advisory Vote on our Named Executive

Officer Compensation

In accordance with Section 14A of the Exchange Act, the Company’s shareholders are entitled to vote at the Annual Meeting to approve the compensation of our NEOs as disclosed in “Compensation Discussion and Analysis” beginning on page 42 of this Proxy Statement and the related tables, notes and narrative that follow, commonly referred to as a “say-on-pay vote.” We currently hold an annual say-on-pay vote.

The Company’s goal for its executive compensation program is to compensate executives who provide leadership for our organization and contribute to our financial success. The Company seeks to accomplish this goal in a way that is aligned with the long-term interests of the Company’s shareholders. The Company believes that its executive compensation program satisfies this goal. “Compensation Discussion and Analysis” describes the Company’s executive compensation program for 2023 and the decisions made by the Compensation Committee relative to this program.

The Company seeks shareholder approval of the following resolution:

RESOLVED, that the shareholders of Valley National Bancorp (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related tables, notes, and narrative set forth in the Proxy Statement for the Company’s 2024 Annual Meeting of Shareholders.

As an advisory vote, this proposal is not binding upon the Board or the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for NEOs.

At our 2023 Annual Meeting, over 98% of the shares voted on our “say-on-pay” proposal voted in favor of the Company’s executive compensation program.

The Board recommends a vote “FOR”

the advisory approval of the compensation of our NEOs.

402024 Proxy Statement

LOGO

Executive Compensation Disclosure

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS42
COMPENSATION PROGRAM FRAMEWORK43
COMPENSATION PRACTICES AND POLICIES44
2023 COMPENSATION PROGRAM46
2023 COMPANY AND INDIVIDUAL PERFORMANCE49
COMPENSATION AWARDED FOR 202352
OTHER COMPENSATION54
REPORT OF THE COMPENSATION COMMITTEE55
EXECUTIVE COMPENSATION TABLES56
SUMMARY COMPENSATION TABLE56

GRANTS OF PLAN-BASED AWARDS57
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END59
2023 STOCK VESTED60
2023 PENSION BENEFITS60
2023 NONQUALIFIED DEFERRED COMPENSATION61
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS62
SEVERANCE BENEFITS TABLE63
PAY VERSUS PERFORMANCE67
EQUITY COMPENSATION PLAN INFORMATION69
CEO PAY RATIO70

412024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program for the CEO, the CFO, and the three other most highly compensated executive officers who were serving as executive officers at fiscal year-end 2023 (collectively, also referred to as, our NEOs). The Compensation Committee oversees all aspects of our NEOs’ compensation. For 2023, our NEOs are:

Salary

KEY FEATURES:

Certain cash payment based on position, responsibilities and experience.

PURPOSE:

Offers a stable source of income.

2018 Proxy Statement21

•  Ira Robbins, CEO

•  Michael D. Hagedorn, Senior Executive Vice President (“SEVP”) and CFO

•  Thomas A. Iadanza, President

  

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")

EXECUTIVE SUMMARY
Say-on-Pay Vote
At the 2017 Annual Meeting of Shareholders, approximately 97% of the votes cast were in favor of the advisory vote to approve executive compensation. This result is an increase from the results of both the 2016 Annual Meeting and the 2015 Annual Meeting at which 94% and 91% of the votes were cast in favor of the advisory vote, respectively. We believe that our recent “say-on-pay” results reflect our commitment to providing our executives with compensation that is in alignment with our shareholders’ short and long term interests. The results also favorably reflected our outreach program to our large institutional shareholders and the changes that we made to our compensation program as a result of those conversations.
In January 2018, the Compensation and Human Resources Committee (the “Committee”) made compensation decisions based on 2017 results considering the input we received from our shareholder engagement. In addition, the Committee reviewed the reports of major proxy advisory firms on the say on pay vote and again asked the Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to provide an analysis of the executive compensation program.
Key Compensation Decisions and Actions
As discussed below under “Our Company’s Performance” we believe that our management made meaningful strides in moving the Company forward in 2017. This was reflected in a significant improvement for 2017 in the performance of our share price relative to our peers after significantly trailing our peers in the prior two years. Net income for the year ended December 31, 2017 was $161.9 million, or $0.58 per diluted common share, compared to 2016 earnings of $168.1 million, or $0.63 per diluted common share. Our 2017 results were adversely impacted by (i) $23.0 million of total charges from the impact of the Tax Cuts and Jobs Act (the “2017 Tax Act”) and the writedown of State deferred tax assets, (ii) $9.9 million ($5.7 million after-tax) in charges related to our “LIFT” earnings enhancement program, and (iii) and $2.6 million ($2.3 million after-tax) of expenses related to our acquisition of USAmeriBancorp, Inc. (“USAB”). Excluding these charges, our adjusted net income was $193.0 million, or $0.69 per diluted common share, for the year ended December 31, 2017, representing increases of $24.8 million, or 14.8%, in net income and $0.06, or 9.5%, in diluted earnings per share compared to 2016 results. We also moved forward with executive succession. In November 2017, our CEO, Gerald H. Lipkin, announced his retirement effective December 31, 2017. At the same time, Rudy E. Schupp, our
President and Chief Banking Officer, also announced his retirement effective January 15, 2018. With the support of our two retiring executives, the Board at the same time appointed Ira D. Robbins, previously the President of Valley National Bank, as CEO and a director, effective January 1, 2018. Mr. Robbins immediately set to work on a strategic plan intended to bring the bank forward and increase earnings. In light of these changes and the important achievements in 2017, the Committee made final compensation decisions for Mr. Lipkin and set Mr. Robbins’ cash and equity bonus for 2017 and his base salary in line with his new role as CEO.
The following is a summary of how we approached our compensation program based on 2017 results:
Increased Mr. Lipkin’s total direct compensation (salary, cash bonus and equity awards) approximately 2.8% over 2016 levels in recognition of his 2017 accomplishments;
Modestly increased Mr. Lipkin’s cash bonus by $50,000 from last year in light of Valley’s overall financial performance, including the strengthening of our core earnings, our strong asset quality performance and his role in the USAB merger;
Increased Mr. Lipkin’s time-based equity compensation modestly ($50,000) from last year;
Increased the base salary of Mr. Robbins in 2018 by $100,000 to reflect his promotion to CEO but left it significantly below that of Mr. Lipkin;
Set Mr. Robbins’ 2018 target total direct compensation at $2,695,000, compared to $3,723,500 total direct compensation paid to Mr. Lipkin in 2017;
Continued to provide the majority of compensation in the form of short and long-term incentive compensation, and the majority of long term incentive compensation in the form of performance-based equity awards;
For 2018 (granted in early 2019), the performance based nature of the compensation program will be further modified as senior executive equity awards will increase from 2/3 to 3/4 performance equity awards and the relative TSR component will increase from 25% to 40% to better align realized pay with shareholder value creation;

•  Raja A. Dakkuri, SEVP and
Chief Risk Officer

•  Joseph V. Chillura, SEVP and
President of Commercial Banking

2023: Progress in the Face of Adversity. As noted by our Chairman and CEO at the outset of this Proxy Statement, 2023 was an extraordinary year, not just in the challenges our industry faced, but in the way Valley remained resilient, committed, and focused on delivering results for our stakeholders. Several factors created a challenging operating environment for the banking industry in 2023, including inflationary pressures, the bank failures of 2023 and the potential for additional fallout from those failures, heightened banking regulation and oversight, the negative impact of the inverted yield curve on net interest income and margins, and subsequent liquidity challenges resulting from these circumstances. Geopolitical conditions in Ukraine and the Middle East and the possibility of a U.S. government shutdown, among other factors, also contributed to the economic uncertainty.

Despite these external variables, the Company was able to continue its strategic progress of the last several years, positioning Valley and its shareholders well for the long-term. We were able to successfully complete the transformation of our core banking systems, which represented a major step forward for Valley, enabling us to provide a better banking experience for our customers for years to come. We also opened our new state-of-the-art headquarters in Morristown, New Jersey to accommodate the growth of our institution and to represent our evolving brand and culture. While navigating difficult industry conditions and the core transformation, we were also able to improve our customer experience ratings in 2023, grow deposits, and make progress on the various strategic initiatives described below.

This context is important to an understanding of our NEOs’ compensation for 2023.

Non-Equity

Incentive Awards

KEY FEATURES:

Cash payment based on performance, position, responsibilities and experience.

PURPOSE:

Intended to motivate and reward executives for short-term financial achievements.

 222018

Time-Based

Equity Awards

KEY FEATURES:

Equity incentives earned based on performance and vested over time.

PURPOSE:

Intended to create alignment with shareholders and promote retention.

Performance-Based

Equity Awards

KEY FEATURES:

Equity incentives earned based upon

performance and vest based on

meeting pre-established Company

performance objectives.

PURPOSE:

Intended to focus on achievement of Company performance objectives, relative total shareholder return and growth in tangible book value (as defined below).

422024 Proxy Statement



Continued to grant performance equity awards that cliff vest at the end of three years based on our growth in tangible book value and relative TSR;
Continued to limit the maximum payout on the TSR portion of the performance equity awards to target if the relative TSR is negative;
Increased the measurement period for the TSR award from the last 20 trading days of the year to the last 90 days of the year to allow a more representative period in which to measure the Company's stock performance against peers; and
As a result of the 2017 Tax Act reducing the marginal corporate tax rate from 35% to 21%, the Committee increased the levels necessary to achieve the Threshold, Target and Maximum payout for the new Growth in Tangible Book Value awards and agreed, with respect to outstanding awards, to deduct from the reported increase in Tangible Book Value an amount attributable to a reduction in the tax rate.
The Company’s “TSR” refers to the Company’s share price performance (and dividends) ranked relative to the performance of our peer group during the relevant period. In reviewing compensation, the Committee did not take into consideration, and the preceding bullet points exclude the change, in the pension value and “all other compensation” which is included in the compensation for each NEO as determined under SEC rules and set forth in the Summary Compensation Table on page 32. To highlight the difference, the Summary Compensation Table shows all our NEOs’ total compensation both with and without the change in pension value.
Our Company’s Performance
Valley’s net income in 2017 was $161.9 million, or $0.58 per diluted common share, compared to 2016 net income of $168.1 million, or $0.63 per diluted common share, which represented a decrease of 3.7% and 7.9%, respectively, over 2016 amounts. The primary reasons for these declines were the charges as a direct result of the 2017 Tax Act and the writedown of State deferred tax assets, the “LIFT” program and the USAB merger. The “LIFT” program is designed to create savings in our expense structure and new revenue opportunities. Implementation of the “LIFT” program began in 2017. Excluding these charges, net income and diluted earnings per share would have increased 14.8% and 9.5%, respectively, in 2017 compared to 2016. While the Committee believes that our core earnings were reflective of good performance, it still believes that there is ample room to improve many areas of the Company’s business. However, the Committee acknowledges that each of the items that reduced the Company’s earnings in 2017 will be of substantial benefit to its performance in upcoming years. The Company anticipates that the 2017 Tax Act charges will be recovered
in future years through a lower tax rate, thereby increasing net income. The “LIFT” program is designed to improve the future efficiency of the Company and management anticipates that the USAB acquisition will strengthen the Company’s earnings platform in the Tampa area within the high growth State of Florida.
Other highlights of 2017 include:
The strategic design and beginning implementation of our “LIFT” earning enhancement program;

The design of a strategic plan to target technology resources to more value-added activities and deliver on the financial banking experience expected by our customers;

The acquisition of USAmeriBancorp, Inc., which was completed effective January 1, 2018, was the largest acquisition ever undertaken by the Company;

An 8.1% increase in net interest income in 2017 compared to 2016; and

A total shareholder return in 2017 of 2.19%, which was the 49th percentile of our peer group, compared to 22.9%, or the 14th percentile in our peer group, in 2016.
Key Governance Features
We have implemented the following governance features:
Independent compensation consultant. FW Cook, our compensation consultant, reports directly to the Committee and provides no services to Valley or management.
Risk management. We focus on risk management and design and monitor our plans to discourage unnecessary or excessive risk taking.
No hedging or pledging.We do not allow hedging or pledging of Valley securities by executive officers.
Clawback policy. We have a clawback policy that allows for the recovery of unvested cash and equity-based incentive compensation in the event of a material financial restatement or material misconduct by an executive and recovery of both vested and unvested awards in the event of intentional fraud or intentional misconduct by an executive. Our equity awards to executives include other clawback provisions.


2018 Proxy Statement23

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

 


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 the equity awards must be held for a period of 18 months following the date of termination.
Stock ownership guidelines. We impose significant stock ownership requirements on our executives.
OUR COMPENSATION PHILOSOPHY

Compensation Program Framework

Compensation Philosophy

We believe that Valley’s executive compensation should be structured to balance the expectations of our shareholders, our regulatorsother stakeholders, and our executives. To this end, our compensation program is designed to support our primary financial, strategic, and operational objectives, and intended to attract, motivate, and retain our executives who are critical to the long-term success of the Company. We have adopted a compensation philosophy that seeks to achieve this balance by taking into consideration the following:following factors:

•Pay is substantially aligned with performance: We assess our performance and strive to hold our NEOs and, in particular, our CEO accountable. Accordingly, we reward NEOs when the Company achieves short- and long-term performance objectives and scale down or decrease compensation when the Company does not achieve those objectives.

•Balanced compensation structure: Our compensation program has been structured to balance near-term results with long-term success, mitigate risks, and enable us to attract, motivate, and retain our executives for creating
Pay-for-Performance:Rewarding qualitative achievements by management which contribute

shareholder value. As a result, we employ a mixture of short-term and long-term financial rewards for our executives.

•We benchmark our compensation package against our peer group: We inform our compensation decisions by measuring our practices and pay against bank holding companies that are similar in size and complexity to Valley. In addition, our performance-based RSU awards vest in substantial part based on how the total return from our shares performed against the KRX Index, a leading bank stock index of 50 banks.

Elements of Compensation

The primary elements of the compensation program for our NEOs are base salary and incentive compensation delivered through a combination of annual cash incentive awards and long-term equity incentive awards.

•Base Salary. Base salary is a customary, fixed element of compensation intended to attract and retain executives. Base salary is the only component of our NEOs’ total direct compensation that is not at risk. Salaries are determined by an evaluation of individual NEO responsibilities, performance, and compensation history, as well as a comparison to the salaries of our peers. Salaries can also be adjusted to reflect experience and tenure in a position, internal pay equity within the executive officer group, promotions or increased scope of responsibilities, and retention considerations.

•Non-Equity Incentive Awards. Awards under our non-equity incentive compensation program are set at target levels that reflect our NEOs’ roles and responsibilities, ranging from 80% to 125% of base salary. We award non-equity cash compensation based in substantial part on the Company’s financial results, as well as the achievement of

shared and individual strategic goals.

•Equity Incentive Awards.

•Time-Based Equity Awards. We award time-based RSU awards which vest pro rata on an annual basis over a three-year period. 25% of the value of each NEO’s equity incentive award is granted in the form of time-based RSUs.

•Performance-Based Equity Awards. We award performance-based equity awards which vest based on the Company’s adjusted GITBV and relative TSR performance against the constituent banks comprising the KRX Index measured over a three-year performance period. 75% of the value of each NEO’s equity incentive award is granted in the form of performance-based RSUs.

The principal elements of compensation paid on average to our operational and strategic performance;

Benchmarking:Making compensation awards after considering the executive compensation programs and practiceseach of our peer group;NEOs in 2023 and
Balanced Pay Mix:Providing the percentage that these elements represent of the 2023 total target compensation for our CEO and our other NEOs are reflected below.

CEO   

Other NEOs   

LOGO

LOGO

As these charts demonstrate, a mixturesubstantial amount of short-termour NEOs’ total target compensation is variable, at-risk, and performance-based. This is intended to both incentivize our executives and align pay with performance to the benefit of our shareholders. The largest component of total direct compensation for our NEOs is long-term financial rewardsincentives, as the Compensation Committee wants to our executives.

The Committee uses a balanced approach in making compensation-related decisions. The important factors the Committee considered this year include:
Management’sencourage significant focus on our “LIFT” earnings enhancement program;
Our year over year increaselong-term growth and shareholder value.

A more detailed description and analysis of each of these elements is set out in core earnings per share;more detail on pages 46 to 52 of this Proxy Statement.

432024 Proxy Statement

Our increase

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Compensation Practices and Policies

What we do:

✓

At Risk Compensation: A significant majority of each executive officer’s incentive compensation is “at-risk” and equity compensation covers multi-year vesting periods.

✓

Hold Past Termination: Each executive officer must continue to hold at least 50% of the target ownership amount under our stock ownership guidelines until six months following termination of employment with the Company.

✓

Clawback: For a period of six years after the date of the award, the Compensation Committee may (i) cancel unvested equity awards in the event of 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. The Company has also adopted a separate Clawback Policy in the event of a financial restatement in accordance with Nasdaq requirements.

Title

Minimum Value of Required
Common Stock Ownership

CEO

6 times base salary

President & Senior EVPs

3 times base salary

✓

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 as set forth below. In October 2023, the ownership requirement for our CEO was increased from five to six times base salary.

Officers may not sell any shares which they are awarded as compensation until they satisfy the target ownership amount under the guidelines other than shares withheld for taxes or in percentile rank in 2017 TSR relative to our peer companies from the 14th percentile in 2016limited circumstance where the Compensation Committee Chair approves a financial hardship exception. Shares held by a NEO’s spouse and minor children are counted against the requirement, as well as unvested time-based RSUs. Compliance with these stock ownership requirements is calculated annually and reported to the 49th percentile in 2017;Compensation Committee.

✓

Restrictive Covenants: Acceptance of our equity awards requires our executives to agree not to solicit Valley customers and employees for 12 months following termination of employment.

✓

Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant that provides no other services to the Company.

Management’s successful acquisition of USAB;

Maintaining Valley’s strong commitment to credit quality;

Development of a long term strategic plan which supports Valley’s franchise growth;

Maintaining Valley’s dividend;

Meeting or exceeding regulatory requirements, including regulatory capital requirements, in all facets of our business; and

Training and developing staff for succession planning purposes and for maintaining business continuity.

What we don’t do:

X

No Excise Tax Gross ups: We do not offer any excise tax gross ups for any executive CIC arrangements.

X

No Single Trigger CIC Payments or Equity Vesting: Our CIC agreements and equity grant agreements provide that if there is a CIC, an executive officer is not entitled to severance or accelerated vesting unless he or she is terminated from employment or resigns for good reason following the CIC.

X

No Hedging or Pledging: We adopted a policy prohibiting executive officers from entering into hedging and pledging transactions involving the Company’s equity securities. 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 the Company being misaligned. With the approval of the Nominating Committee, executive officers and directors may continue, in certain limited instances, to hold shares that were pledged prior to joining the Company.

X

No Excessive Risk Taking: We design our compensation program in a manner that we believe promotes effective risk management and does not encourage or foster excessive risk taking, but instead aligns the financial interests of our NEOs with those of our shareholders. The Compensation Committee annually assesses our compensation program with the Company’s Chief Risk Officer, with input from the Chair of the Risk Committee, to determine whether they are well-balanced and do not encourage imprudent risk-taking.

 

442024 Proxy Statement

OUR COMPENSATION PROCESS

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Our Compensation Process

Our Compensation Committee sets the compensation of all executive officers, including our CEO and allour other NEOs. Each year, the Compensation Committee reviews and approves the NEOs’ compensation package for our NEOs, which consists of base salary, non-equity incentive awards, and equity awards, as well as all executive officers. Wedetailed below. The Compensation Committee met sixa total of five times during 20172023 and early 20182024 to discuss NEO compensation for 2017. At2023 and target compensation for 2024.

Mr. Robbins, our CEO, and some of our other NEOs attended portions of the meetings. Mr. Robbins presented and discussed with the Compensation Committee meetingshis recommendations for compensation for the other NEOs without such NEOs present. Mr. Robbins neither made a recommendation to the Compensation Committee holds in-depthabout his own compensation nor was he present when his compensation was discussed or set by the Compensation Committee. The Compensation Committee sets executive sessions at which our independent compensation consultant iswith only Compensation Committee members and consultants present, and provides advice.

after presentations by the CEO.

The Compensation Committee has the authority to directly retain the services of independent compensation consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee engaged the services of FW Cook, a national executive compensation consulting firm, to review and provide recommendations concerning all the components of the Company’s executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. FW Cook assists the Compensation Committee in defining Valley’s peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group. FW Cook also assists the Compensation Committee with all aspects of the design of our executive and director compensation programs. The Compensation Committee assessed the independence of FW Cook and concluded that no conflict of interest exists that prevents FW Cook from independently representing the Compensation Committee.

A representative of FW Cook was At Compensation Committee meetings, the Compensation Committee holds executive sessions at which its independent compensation consultant is present and provided adviceprovides advice.

Our Peer Group

Because of our need to compete in the market for talent while at our meetings, including executive sessions. Pre-meetings were heldthe same time aligning compensation with performance, considering the Chairman of the Committee to establish the agenda for each meeting. The compensation consultant attended the pre-meetings.

Mr. Lipkin, our CEO until December 31, 2017 and Mr. Robbins, our current CEO, and other NEOs attended portions of the meetings. Mr. Lipkin and Mr. Robbins presented and discussed with the Committee their recommendations for compensation for the NEOs and the executive team without the other NEOs present. Neither made a recommendation to the Committee about his own compensation and neither was present when hisperformance data of peers is an important factor in our compensation was discussed or set by the Committee. The Committee also sought input from internal and external counsel. The Committee sets executive compensation with only Committee members, consultants, the director of Human Resources and external counsel present.
OUR PEER GROUP
Indecisions. To this end, in setting compensation for our executives, we compare total compensation, total target compensation, each compensation element (specifically base salary, non-equity incentives, and Valley’sequity incentive compensation) and the Company’s financial performance to a peer group. For purposes of determining 2017The Compensation Committee, with input from its independent compensation consultant, has established the compensation peer group. Our peer group is reviewed by the Compensation Committee on an annual basis, based on information provided by FW Cook to confirm that the peer group remains appropriate for comparison or to approve any changes to the peer group deemed advisable. When evaluating our peer group consisted of 17 bank holding companies, each with assets within a reasonable range above and below Valley’s asset size. 10 of these companies are in the NY/NJ/CT metropolitan area and Florida and the 7 other bank holding companies are located throughout the country and have sizes and business models

242018 Proxy Statement



similaror potential new additions to Valley. The Committee believes that this peer group is an appropriate group for comparison with Valley for two primary reasons:
The companies in the peer group, our independent compensation consultant screens for companies that are located inwithin our industry and traded on a major U.S. exchange; similarly sized within appropriate revenue, market areas or comparable metropolitan locations;capitalization and

The companies asset ranges; operating in the same geographies as the Company; and frequent “peers of peers” screened for size and business model fit.

Our 2023 Peer Group. In June 2022, the Compensation Committee reviewed our peer group are,and based on average, similarthe recommendations of FW Cook, approved the following changes, resulting in size and complexity to Valley.


Appendix A, on page 50, lists allthe new peer group for 2023 composed of the 18 financial institutions in the peer group. listed below:

Changes to 2022 Peer Group

(approved in June 2021)

New 2023 Peer Group

(approved in June 2022)

Removed from 2022 Peer Group:

•  People’s United Financial

(acquired in April 2022)

•  Sterling Bancorp

(acquired in January 2022)

•  TCF Financial

(acquired in June 2021)

Added to New 2023 Peer Group:

•  Comerica(OCC-listed bank; total assets over $80 billion; in line with Valley’s positioning towards median; frequent peer of Valley’s peers)

LOGO

BankUnited, Inc.

BOK Financial Corporation

Comerica Incorporated

Cullen/Frost Bankers, Inc.

First Citizens BancShares

F.N.B. Corporation

Hancock Whitney Corporation

New York Community Bancorp, Inc.

PacWest Bancorp

Prosperity Bancshares, Inc.

Signature Bank

SouthState Corporation

Synovus Financial Corp.

Texas Capital Bancshares

Umpqua Holdings Corporation

Webster Financial Corporation

Western Alliance Bancorporation

Wintrust Financial Corporation

The peer group adopted for 2023 consists of companies with assets

revenues between $9$898 million and $3.2 billion, assets between $30.6 billion and $49$121.8 billion, and market capitalization between $1.0$2.9 billion and $7.5 billion. Valley ranked in$13.5 billion based on information provided by

452024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

FW Cook at the 44th and 25th percentile in asset size and market capitalization, respectively, against the peer group.


The Committee compares the salaries, equity compensation and non-equity incentive compensation we pay to our NEOs with the same compensation elements paid to executives oftime the peer group companies available from public data.was approved. Relative to this 18-company peer group, the Company was positioned near the median with respect to revenue and total assets and between the median and 75th percentile with respect to market capitalization.

This new peer group was used for purposes of establishing the executive compensation framework and various elements of compensation for 2023. The Compensation Committee refers to this peer group information when setting our CEO compensation and that of our other NEOs and generally targets setting CEO and NEO total compensation at levels that are at the median of our peer group.

Our 2024 Peer Group. In June 2023, the Compensation Committee reviewed our peer group and, based on the recommendation of FW Cook, approved the following changes:

•First Citizens BancShares, PacWest Bancorp, Signature Bank, Texas Capital Bancshares, and Umpqua Holdings Corporation were removed from the peer group due to acquisition or their size in terms of total assets and/or market capitalization, and

•Cadence Bank, First Horizon Corporation and Zions Bancorporation were each added to the peer group due

to asset size (total assets above $50 billion), improvement in the Company’s positioning relative to median, and due to the fact that they are frequent peers of the Company’s current peers and are included in the Company’s proxy advisory firm peer groups.

ELEMENTS OF PAY

2023 Say-on-Pay Vote

At the 2023 Annual Meeting, over 98% of the votes cast were in favor of the advisory, non-binding vote to approve executive compensation. We believe that these results reflect our commitment to providing our executives with compensation that is in alignment with our shareholders’ short- and long-term interests. The following table summarizes the key componentsresults also favorably reflected on our continuing outreach program to our large institutional shareholders. See above under “Corporate Governance – Engagement” for a discussion of our shareholder engagement efforts in 2023.

2023 Compensation Program

In determining the 2023 compensation programpackage for our NEOs, as in prior years, the Compensation Committee utilized a combination of base salary, non-equity incentive awards, and the purpose of each component:

ComponentKey featuresPurpose
SalaryèCertain cash payment based on position, responsibilities and experience.èOffers a stable source of income.
EIP Cash AwardsèAnnual cash awards which are tied to achievement of both company and individual goals.èIntended to motivate and reward executives for achievements of short-term (one year) company and individual goals.
EIP Time Vested Equity AwardsèEquity incentives earned based on time.èIntended to create alignment with shareholders and promote retention.
2016 Stock Plan Performance Equity Awards

èEquity incentives earned based upon meeting performance targets.èIntended to focus on achievement of company performance objectives, relative TSR and growth in tangible book value (as defined below).
Salary
Salaries are determined by an evaluation of individual NEO responsibilities,equity awards as detailed below. The compensation history, as well as peer comparison.
Executive Incentive Plan (EIP)

The Executive Incentive Plan (“EIP”) provides for awards, payable in cash and time vested restricted stock awards, from a pool equal to 5% of our net income before income taxes. Allocations of the percentages under the EIP among the NEOs from the 5% pool (discussed below) are made by the Committee within the first 90 days ofwas approved in February 2023 consistent with prior year processes. Also in February 2023, we set 2023 target non-equity and equity incentive awards for each calendar yearNEO, with respect to the current year. EIP awards are determined after the year-end financial results are finalized. The Committee awards less than the entireany amount of the 5% pool as permitted by the EIP.
EIP Cash Awards
We award the cash bonuscompensation to be earned under the EIP in January or February.

Time Vested Equity Awards
We award time vested restricted stock awards under the EIP in January or February. Awards granted in January or February 2018 vest pro rata on an annual basis over a three-year period.
Performance Based Equity Awards
The Company’s 2016 Long-Term Stock Incentive Plan (the “2016 Stock Plan”) includes provisions for performance awards.
We awarded performance based restricted stock unit awards under the Company’s 2016 Stock Plan. The 2016 Stock Plan provides for certain performance based awards, which were intended to allow these awards to be qualified under Internal Revenue Code Section 162(m)determined in 2024 based on each NEO’s performance and the attainment of Company financial, strategic, and operational goals. In February 2024, following the Compensation Committee’s assessment of achievement against the pre-established performance goals, the non-equity incentive awards for tax deductibility regardless of whether2023 were paid out and the aggregate value of theequity incentive awards is greater than the $1 million limitation containedfor 2023, in the Code. As a resultform of the 2017 Tax Act, all compensation over $1 million will not be deductible by the Company unless it is covered by a grandfathered contract (the awardstime-based and performance-based RSUs, were granted in 2018 for 2017 performance will not be grandfathered).


2018 Proxy Statement25

to each of our NEOs. A more detailed description and analysis of each of these determinations follows.

Base Salaries

Consistent with prior years and reflecting the Compensation Committee’s philosophy of pay-for-performance, the Committee did not adjust base salaries for any of the NEOs for 2023.

Non-Equity Incentive Awards

In February 2023, the Compensation Committee set the following target non-equity incentive awards for 2023 calculated as a percentage of such executive’s base salary as follows:

Title

Percentage for 2023

CEO

125% of base salary

President

100% of base salary

Other NEOs

80% of base salary

In February 2023, the Compensation Committee also established the framework for the non-equity incentive program. In a change from 2022, the Compensation Committee incorporated an operational goal tied to the successful completion of the Company’s core transformation with minimal disruption to clients. Incorporating this new objective, the performance based awards grantedobjectives for 2023 were as follows: Financial Objective (40%), Customer Experience (10%), Core Transformation (10%), Company Strategic Objectives (20%), and Individual Objectives (20%). 

462024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

In June 2023, following the tumult in 2018 vest basedthe banking industry resulting from the collapse of Silicon Valley Bank, Signature Bank and First Republic, the Company asked FW Cook to review its incentive programs to determine whether and how risk management should be incorporated into its executive compensation program. As part of this review, FW Cook evaluated the incentive compensation design of five of the bulge bracket banks, viewed as governance leaders in the industry, as well as Valley’s peer companies to determine how regional banks of similar size and scale to Valley incorporate safety, soundness, and health measures into their payout determinations. Based on this review, the Company’s adjusted GrowthCompensation Committee determined to add a new risk management and control goal to the 2023 non-equity incentive plan for the purpose of encouraging strong executive performance consistent with the highest standards of risk management. This resulted in Tangible Book Value and relative TSR performance.


OVERALL DESIGN AND MIX OF EQUITY GRANTS
Consistent with 2016 and 2017 awards,the approval of the following revised framework for 2023 as compared with our 2022 framework:

   
   2022 Framework  2023 Framework 
     

Shared

 Financial Objective   40%  Financial Objective   40% 
 

 

Customer Experience

  

 

 

 

10

 

% 

 

 

Customer Experience

  

 

 

 

10

 

% 

 Company Strategic Objectives   25%  

 

Core Transformation

  

 

 

 

10

 

% 

 

 

Company Strategic Objectives

  

 

 

 

15

 

% 

     

Individual

 Individual Objectives   25%  Risk Management & Control   15% 
 

 

Individual Objectives

  

 

 

 

10

 

% 

The overall objective of the risk management and control goal is tied to driving a strong risk management culture and sound control environment, based in part on regulatory examination and internal audit findings, with specified individual goals including: manage within the Bank’s risk appetite; market and liquidity risk; quality of assets/net charge-offs; managing reputational risk, compliance, governance and controls; technology risk management/cyber risk; and business controls. The Compensation Committee considers the input of the Chair of the Risk Committee in establishing these risk management and control goals, as well as in determining whether such goals have been achieved.

Equity Incentive Awards

The table below summarizes the overall design and mix of our annual long-term equity incentivesincentive awards granted for 2018:

Form of AwardPercentage of Total Target Equity Award Value for Mr. LipkinPercentage of Total Target Equity Award Value for Other NEOsPurposePerformance MeasuredEarned and Vesting Periods
Time Vested Award (time-vested restricted stock)27.8%33.1%
Encourages retention.
Fosters shareholder mentality among the executive team.
N/AVests on the first, second, and third anniversaries of the grant date.
Growth in Tangible Book Value Performance Award (restricted stock units)54.2%50.2%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 (restricted stock units)18.0%16.7%Encourages retention and ties executive compensation to our long-term market performance.Relative TSREarned and vests after three-year performance period based on TSR.
in February 2024:

Form of RSU Award

Percentage of Total
Target Equity Award
Value

Purpose

Performance
Measured

Earned and Vesting Periods

Time-Based Award

25%

Encourages retention. Fosters shareholder mentality among the executive team

N/AVests in annual one-third increments on each February 1 following the grant date

GITBV Performance-Based Award

45%

Encourages retention and ties executive compensation to our operational performance

GITBV

Earned and vests after three-year period based on GITBV

TSR Performance-Based Award

30%

Encourages retention and ties executive compensation to our long-term market index performance

Relative TSREarned and vests after three-year period based on TSR against the constituent banks comprising the KRX Index

The percentage mixes described in the charttable above are based on the dollar value of the awards granted. The dollar value is translated into a number of sharesunits using the closing price of the common stock the day before the effective date of the grant.

Each time-based and performance-based RSU award is settled in common stock with any dividend equivalents accrued during the performance period paid in cash.

The total target equity award value for each NEO is established as a percentage of base salary in February each year, along with the other material terms of the annual RSU awards, with achievement relative to this target determined the following February. In 2018,February 2024, following a holistic review of Company financial, strategic, and operational performance in 2023, as well as achievement of risk management and other individual objectives, the Committee determined the dollar amount of the awards at its meeting in late January and set the grant date of theto award as of February 1, 2018. The Committee intends in the future to make all equity grants effective on February 1 with the dollar amount of the grant determined prior to that date and dollar value translated into the number of shares using the closing price the day before the grant date.

2017 TIME VESTED AWARDS
For Mr. Lipkin, 27.8% of the aggregate dollar value of his target annual equity awards granted for 2017 was in the form of time-based vesting restricted stock awards. For the other NEOs, 33.1% of the aggregate dollar value ofeach NEO their target annual equity awards granted for 2017 was in the form of time-based vesting restricted stock awards.award based on 2023 performance.

Time-Based Awards. Once granted, the awards vest based solely on continued service with the

Company, with one thirdone-third vesting on each anniversaryFebruary 1st thereafter.

472024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Adjusted GITBV Performance-Based Awards. The Compensation Committee has chosen GITBV over a three-year period because it believes that this metric is a good indicator of the grant date.

2017 GROWTH IN TANGIBLE BOOK VALUE AWARDS
Growthperformance and shareholder value creation of a commercial bank, and the Company has received positive feedback from its investors regarding its use of GITBV in Tangible Book Value,the Company’s incentive compensation program. GITBV, when used in this CD&A,herein, means year over yearyear-over-year growth in tangible book value, plus dividends on common stock declared during the year, excluding other comprehensive income (“OCI”) recorded
during the year. The Committee chose Growth in Tangible Book Value over a three-year period because it believes that
this metric is a good indicatoradd-back of the performance of a commercial bank. The adjustment for dividends allows the Compensation Committee to compare our performance to our peers whichthat pay different amounts of dividends. The exclusion of OCI avoids changes in tangible book value related to accounting mechanics and not viewed as relatedtied to financial performance. Consistent with the terms of the award agreements for the restricted stockRSUs and the 2016 Stock Plan,2023 ICP, the Compensation Committee has the authority to adjust the calculation of the Growth in Tangible Book ValueGITBV for certain items. Theitems that are one-time in nature. From time to time, the Compensation Committee uses this authority to avoid either penalizingrewarding or rewardingpenalizing executives for certain decisions which may adversely or positively affect tangible book value growth. When it determined the amounts earnedCompany’s short-term results. Over the last three years, adjustments to GITBV have primarily related to the impacts of the acquisitions of The Westchester Bank and BLITA, respectively, including adjustments with respect to awards which vested on January 30, 2018,merger-related charges, the Committee adjustedearnings associated with each acquired bank in the calculationyear of the Growth in Tangible Book Value for several items, including the effects of the Tax Act and the writedown of State deferred tax assets, the LIFT program, expenses related to the USAB acquisition, and the issuance of our preferred stockshares issued in 2017.
For Mr. Lipkin, 54.2% ofconnection with the aggregate dollar value of his equityBLITA acquisition. In 2023, the adjustments also include the special assessment implemented by the Federal Deposit Insurance Corporation (the “FDIC special assessment”).

Earned GITBV awards granted for 2017 were in the form of performance restricted stock units (“RSUs”) to be earned based upon Growth in Tangible Book Value (each, a Growth in Tangible Book Value Performance Award). For the other NEOs, 50.2% of the aggregate dollar value of our NEOs’ target equity awards granted for 2017 were in the form of Growth in Tangible Book Value Performance Awards. The Growth in Tangible Book Value Performance Awards are earned based on average annual Growth in Tangible Book


262018 Proxy Statement



Value during the years 2018 through 2020. Earned Growth in Tangible Book Value Performance Awards vest atafter the end of the 3-yearthree-year performance period and will be settled as soon as administratively feasible thereafter following Committeethe Compensation Committee’s certification of performance results. The number of shares that can be earned may range from 0% to 150%200% of the target, depending on performance (with linear interpolation between performance levels) as follows:

Percentage of Average Annual GITBV for 2024 - 2026 Performance Period

Target Shares   
Earned   
Average Annual Growth in Tangible Book Value 2018-2020

Below 10.50%

Percentage of Target Shares EarnedNone    
Below 10.35%None
10.35%

10.50% (Threshold)

50%
12.0% (Target)100%
13.65%

12.75% (Target)

100%    

15.50% or higher (Maximum)

150%200%    
Growth

In the first quarter of each year, the Compensation Committee reviews the Company’s financial forecast with respect to anticipated growth, the interest rate environment, analyst consensus, and peer group rates and approves the performance goals for GITBV awards accordingly. In February 2024, based on these factors, the Compensation Committee determined to reduce the goals from 12.50%, 15.50%, and 19.00% in Tangible Book Value Performance Awards are settled in2023 to 10.50%, 12.75%, and 15.50% for the form2024 awards. The Compensation Committee believes that these changes reflect both the current practice of common stock with cash for any dividend equivalents accruedthe Company’s peers as well as the Company’s financial goals and the economic conditions that we anticipate during the performance period to the extent earned. The increase in Threshold, Target and Maximum were determined by the Committee with the advice of the Compensation Consultant after reviewing the effective state and federal tax rate in the past and the effect of the 2017 Tax Act on 2018 and future year results. Moreover, the Committee determined that a negative adjustment would be made to existing awards to reflect the unanticipated positive impact on growth in tangible book value arising from the new lower corporate tax rates.

next three years.

GITBV Payout For 2021-2023 Cycle.The table below shows how the status of the performance based equityperformance-based awards subject to vesting based on Growth in Tangible Book Value, reflecting the adjustments described above,GITBV granted in 2015 (for 2014 performance), in 2016 (for 2015 performance) and in 2017 (for 2016 performance)2021 vested based on fiscal 2017 financial performance. Prior to 2018,upon the ThresholdCompany’s performance during the 2021-2023 performance period. For these awards, the threshold was 9.5%10.50%, the Targettarget was 11%12.50%, and the Maximummaximum was 12.5%15.125%. Note that the status reported in the below tables for other than 2015 awards is not necessarily indicative of what will ultimately be paid out to our NEOs as these awards are based on cumulative performance results for the respective full three-year performance periods. The 20152021 awards vested in January 2018February 2024 at above Targetmaximum performance (127% payout)(200% of target) due to theachievement of three-year Growth in Tangible Book ValueGITBV of 11.81%15.72%.

Growth in Tangible Book Value
Grant DatePerformance in 2015Performance in 2016Performance in 2017Cumulative Perfor-mance Measured to Date
1/30/201511.28%12.51%11.63%11.81%
1/28/2016N/A12.51%11.63%12.07%
1/24/2017N/AN/A11.63%11.63%

2017 RELATIVE

             Cumulative
      GITBV Performance     Performance Measured

Grant Date

    2021     2022     2023     2021-2023
     

February 16, 2021

     16.23%      17.47%      13.45%      15.72%

Relative TSR PERFORMANCE AWARDS

For Mr. Lipkin, 18.0% of the aggregate dollar value of his target annual equity awards granted for 2017 was in the form ofPerformance-Based Awards. These RSUs to beare earned based on the Company’s relative TSR for the 3-yeara three-year performance period from January 2018 through December 2020 against the constituent banks comprising the KRX (a TSR Performance Award). For the other NEOs, 16.7% of the aggregate dollar value of our NEOs’ target annual equity awards granted for 2017 was in the form of a TSR Performance Award.Index. The KRX Index is used instead of our compensation peer group to provideas a broader indicationbroad indicator of Valley’s relative market performance and because similar size and geography are less relevant criteria for TSR performance comparisons than compensation comparisons.performance. Earned TSR Performance Awardsperformance-based awards vest at the end of the 3-yearthree-year performance period and will beare settled as soon as administratively feasible thereafter following Committee certificationthe Compensation Committee’s review and approval of the level of performance results.achievement. The number of shares that may be earned may rangeranges from 0% to 150%200% of the target, depending on performance (with linear interpolation between performance levels) as follows:

TSR

TSRPercentage of Target     
Shares Earned

Below 25thpercentile of peer groupKRX Index

None

25thpercentile of peer groupKRX Index (Threshold)

50%

50thpercentile of peer groupKRX Index (Target)

100%

75

87.5thpercentile of peer groupKRX Index (Maximum)

150%200%     

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ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

In February 2020, the Compensation Committee made the determination to increase the maximum performance level from the 75th percentile to the 87.5th percentile to further motivate outperformance and the creation of shareholder value, with a corresponding increase to the maximum payout from 150% to 175% of the target number of shares. The maximum payout was further increased to 200% in February 2021 in recognition of the increase in TSR performance that the Company would have to achieve to qualify for the maximum performance level and has remained at that level, including with respect to the TSR performance-based awards granted in 2024.

If the Company has a negative TSR on an absolute basis at the end of the three-year performance period, then the maximum number of shares that could be earned, regardless of the Company’s TSR relative to its peer group, would be 100% of target.

TSR Performance Awards will settle in the form of common stock with any dividend equivalents accrued during the performance period, to the extent earned.

Payout for 2021-2023 Cycle.The Company’s cumulative TSR was 34.41%3.43% for the three-year period ended December 31, 2017.2023. The percentile rank against Valley’s peer groupthe constituent banks comprising the KRX Index was 13.5%48.49% for that time period. Accordingly, nonethe performance achievement resulted in payout at 96.98% of target for the NEOs’ 20152021 TSR performance-based RSU awards.

2023 Company and Individual Performance Awards vested

Our executive compensation program is designed to provide pay that is substantially aligned with our performance. Our executive compensation is tied to objectives which reflect Valley’s commitment to driving shareholder value through unwavering service to our clients, our employees, and our community. The Compensation Committee uses a rigorous approach in 2018.

In reviewingestablishing performance goals that incentivize NEOs to deliver on the variation inCompany’s financial, strategic, and operational priorities. At the TSR during thebeginning of each year, the Compensation Committee, determinedwith input from our CEO and Chief People Officer, establishes financial, strategic, and operational goals, together with individual NEO objectives with a focus on supporting broader Company goals. The individual objectives are tailored and specific to extendeach NEO’s area of responsibility. At the end of the year, measurement periodthe Compensation Committee evaluates Company performance and each NEO’s performance against the pre-established goals and objectives as well as management’s recommendations as to the level of relative TSR from the last 20 trading daysperformance achieved, other than with respect to our CEO. The outcome of the yearperformance evaluation is then used to determine NEO compensation.

2023 Company Performance

Financial Performance. Under our compensation program, 40% of our non-equity incentive compensation was based on Valley’s financial performance in 2023 and reflects the Compensation Committee’s belief that our executives should generally be compensated in the context of the Company’s recent financial performance. The most important financial metric considered by the Compensation Committee was core net income available to common shareholders.1 For 2023, the Company achieved non-GAAP core net income available to common shareholders of $538 million.

The Committee also considers multiple other measures of financial performance to inform its determinations regarding our non-equity incentive compensation program and other components of our executives’ compensation. For 2023, the Compensation Committee considered the Company’s achievement of net revenue of $1.9 billion and after-tax GAAP earnings of $499 million. Book value per common share and tangible book value per common share2 increased by 5% and 8% to $12.79 and $8.79, respectively, in 2023 compared to 2022. In 2023, total loans grew to $50.2 billion, an increase of 7% compared with 2022, and total deposits increased to $49.2 billion, an increase of 3% compared with 2022 despite significant market disruption.

In light of the Company’s financial results and, in particular, core net income available to common shareholders, the Committee determined that the Company did not meet its financial goals for 2023, resulting in zero payout with respect to this 40% portion of our non-equity incentive awards.

Performance Against Company Strategic Goals. In addition to short-term financial performance, the Compensation Committee considered Valley’s attainment of specific strategic goals in setting executive compensation, as summarized below. The attainment of these strategic goals, each of which had a shared versus individual outcome, is designed to position Valley for long-term growth for our franchise and stakeholders and for the generation of shareholder value over time. The Compensation Committee believes that the strategic targets developed and implemented by our CEO and other NEOs are crucial to the last 90 calendar days.achievement of Valley’s long-term financial objectives. Valley’s compensation program is aligned with these long-term goals through our use of equity compensation, in particular, our performance-based equity awards.

Core Transformation: In 2022, in connection with our acquisition of BLUSA, we undertook the conversion of the legacy Valley and BLUSA operating systems to a single core banking system. The core transformation was an enterprise-wide effort that involved a significant coordination of internal and external resources. The core transformation was successfully completed in October 2023

1

Core net income is net income available to common shareholders adjusted for non-core items that the Company believes are not indicative of its core operating performance. Core net income represents a non-GAAP financial measure. See Appendix A to the Proxy Statement for reconciliations of non-GAAP measures and related information regarding these non-GAAP measures.

2

Represents a non-GAAP performance measure. See Appendix A to the Proxy Statement for reconciliations of non-GAAP measures and related information regarding these non-GAAP measures.

492024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

and has better aligned technology across the Company. The Company now has access to additional capabilities that we plan to leverage for our clients, and which may generate further efficiencies. Based on management’s successful completion of the core transformation with minimal client disruption or dissatisfaction, the Compensation Committee approved management’s assignment of a 150% achievement level to this strategic goal.

Customer Experience: One of our strategic objectives in 2023 was based on driving improvement in customer experience. Customer satisfaction was measured by an index based on customer attitude in terms of satisfaction, advocacy, and effort, and customer behavior in terms of household growth, and number of products per household. Based on management’s successful efforts to increase our customer experience index in 2023, particularly, in light of the fact that these improvements were achieved during the core transformation, the Compensation Committee approved management’s assignment of a 125% achievement level to this strategic goal.

Shared Strategic Objectives: Our other primary strategic and operational objectives for 2023 and key outcomes are categorized in the table below:

Strategic Objectives

Key Outcomes

Leverage market access:

•  Enhance our business development culture and sales-based operating model

•  Focus new client acquisition efforts on deposit-based opportunities in our local communities

•  Continue to leverage established niche focuses where Valley can differentiate based on expertise

•  Consistent and stable loan and deposit growth despite significant market-based disruption

•  Customer retention and satisfaction through conversion

•  Focus on premier service, relationship management, and community penetration

Be a trusted advisor:

•  Enhance stable sources of non-interest income

•  Deepen customer relationships through leveraging the existing non-interest income product set

•  Capital markets revenues continue to grow supported by foreign exchange and swap activity

•  Consolidated wealth management and private banking offering

•  Grew niche loan and deposit verticals

•  Organized treasury solutions sales effort to further leverage our new post-conversion capabilities

Maintain agility:

•  Create a consistent operating model across Valley with a scalable, reliable, and anticipatory client experience

•  Improve data analysis capabilities to inform management and to enable smarter business development and operating decisions

•  Established commercial services sales teams

•  Hired Chief Data and Analytics Officer and advanced data governance under his leadership

•  Launched Artificial Intelligence working group

•  Omnichannel process enhancements through core systems conversion

Build an enduring service-based culture:

•  Strengthen Valley’s position as an employer of choice among financial services professionals

•  Evolve workplace strategies that center on the people experience

•  Continue to develop leadership and business capabilities to support the future organization

•  Retain top talent; advance DEI by deepening our inclusive culture and recognizing the importance of diverse leadership throughout the organization

•  Improved health and welfare programs and talent acquisition onboarding

•  Achieved lower turnover in 2023 compared with 2022

•  Received external awards recognizing our culture

•  Training in support of core conversion and continued other development programs

•  DEI evolved to influence culture, leaders, engagement and development; held approximately 50 programs and offered inclusion education

•  Enhanced ESG awareness internally

•  Achievements of our community group focused on women and minority-owned businesses

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ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

The Compensation Committee determined that the Company outperformed with respect to its strategic goals based on building an enduring service-based culture, achieved its goals based on leveraging market access and being a trusted advisor, and moderately achieved its goals based on maintaining agility. The moderate achievement assessment with respect to maintaining agility took into account the Company’s 2023 efficiency ratio and the fact that, although significant progress had been achieved with respect to certain initiatives, this progress had not tracked in accordance with timeline. Reviewing the Company’s performance as a whole with respect to the foregoing strategic objectives, the Committee approved management’s assignment of a 100% achievement level.

Individual Strategic Objectives: The Compensation Committee evaluates each NEO’s individual objectives. Individual goals for our CEO were set by the Board in February 2023. These included:

•Further develop the foundation for Valley’s relevance with a focus on non-traditional bank networks and industries;

•Support and grow revenue diversification initiatives;

•Assess and develop strategic alternatives through organic and acquisition alternatives; and
PAY DETERMINATIONS
•Further leadership succession with a focus on operating committee and strengthening of a diverse and varied talent pipeline and retaining top talent while acquiring new key talent.
Summary

Our CEO developed goals with each of our other NEOs for 2023 that were aligned with the Company’s financial, strategic, and operational objectives. These goals were approved by the Compensation Committee in February 2023. The performance by each NEO against these goals was evaluated by our CEO and presented to the Compensation Committee together with the CEO’s compensation recommendations.

Performance Against Risk Management Goals. New for 2023, the Compensation Committee also evaluated each NEO’s individual performance with respect to goals related to risk management and control. As described below under “Non-Equity Incentive Awards,” in June 2023, the risk management and control performance metric was incorporated into the non-equity incentive plan following the banking crisis. At that time, the performance goals for all NEOs were revised to include this new metric designed to drive a strong risk management culture and sound control environment. See below under “2023 NEO Performance” for information regarding each NEO’s individual performance with respect to strategic and risk management goals during 2023.

2023 NEO Performance

Ira Robbins

The Compensation Committee assigned significant weight to the Company’s financial performance in assessing Mr. Robbins’ incentive compensation awards, resulting in below target performance payout with respect to his non-equity incentive award.

The Committee increaseddetermined that Mr. Lipkin’sRobbins exceeded his individual goals and materially contributed to the Company’s substantial achievement of its strategic and operational goals. In particular, the Compensation Committee considered Mr. Robbins’ leadership of the Company in the face of extremely challenging economic conditions, including navigation of the banking crisis following the bank failures in 2023.

The Compensation Committee credited Mr. Robbins for the successful deployment of the Company’s strategic plan, noting the following key results in 2023 toward meeting the Company’s goals:

•Led the Company through the successful completion of the core transformation;

•Improved the Company’s customer experience index;

•Continued investment in sources of non-interest income;
•Elevated the Company’s human capital strategy, including developing its leadership and diversity programs; and

•Evaluated and implemented specific risk management-related goals incorporated into the Company’s strategy.

Michael D. Hagedorn

The Compensation Committee recognized Mr. Hagedorn for his continued leadership with respect to the Company’s financial reporting and investor outreach. Mr. Hagedorn provided financial and accounting leadership to ensure a smooth financial reporting conversion in connection with the core transformation. He made progress with respect to updating and improving the use of certain software designed to improve efficiency and profitability. He has continued to enhance Valley’s culture through executive sponsorship in the Company’s ARG program. With respect to risk management and control, Mr. Hagedorn was deemed to have successfully managed within the Company’s risk appetite, including balance sheet management, interest rate risk management, and market risk management; led our financial reporting compliance and regulatory risk practices; and reduced certain risks related to procurement and contract management.

512024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Thomas A. Iadanza

The Compensation Committee recognized Mr. Iadanza for his key role in the achievement of the Company’s strategic and operational goals. Mr. Iadanza fully integrated the Valley and BLUSA associates and processes in all business lines and markets and played a critical role in succession planning. He took steps to establish a retail/digital future omnichannel model framework. With respect to risk management and control, Mr. Iadanza was deemed to have successfully managed within the Company’s risk appetite and to have successfully managed the Company’s reputational risk, compliance, governance, and business controls.

Raja A. Dakkuri

The Compensation Committee recognized Mr. Dakkuri’s efforts in preparing the Bank for the adoption of heightened regulatory standards in 2024 and the implementation of these standards based on a risk-based review of the organization, which involved targeted assessments of business and infrastructure units and action plans for compliance. Mr. Dakkuri implemented several technology projects to be more data oriented, improving decision-making capabilities and increasing scalability. He improved the frequency, timing, and tangibility of regulatory compliance testing and improved the timeliness, quality, and usefulness of risk management metrics and reporting. With respect to risk management and control, Mr. Dakkuri was deemed to have successfully managed within the Company’s risk appetite and to have successfully managed the Company’s reputational risk, compliance, governance, and controls.

Joseph V. Chillura

The Compensation Committee recognized Mr. Chillura’s efforts in implementation of the Company’s commercial banking strategy. Mr. Chillura was instrumental in developing growth plans for key lines of business and opportunistic markets and in taking significant steps to build out those plans. He has upgraded sales teams and developed infrastructure to support “best in class” service and to diversify the loan portfolio throughout the Company in key areas. With respect to risk management and control, Mr. Chillura was deemed to have successfully managed within the Bank’s risk appetite and managed the Bank’s quality of assets/net charge-offs and its business controls.

Compensation Awarded for 2023

Summary

The Compensation Committee decreased Mr. Robbins’ total direct compensation3 by $100,000,$290,625 ($5,071,875 in 2023 vs. $5,362,500 in 2022), or approximately 2.8%5.4%, from last year. Mr. Robbins earned $328,125, or approximately 6.1%, less than his target total direct compensation of $5,400,000. More specifically, the Compensation Committee made the following compensation determinations with respect to Mr. Lipkin:



Robbins:

2018 Proxy Statement27• Decreased his non-equity incentive award to $921,875 (or 73.75% of target) for 2023 from $1,462,500 in 2022; and

•Increased his total equity award to $3,150,000 (or 100% of target) for 2023 from $2,900,000 for 2022.
Maintained his salary of $1,123,500 for the seventh consecutive year;
Increased his total equity awards to $1,800,000 from $1,750,000 for 2016;
Increased his EIP cash award to $800,000 for 2017 from $750,000 for 2016.

The Committee believes that, as Chairman and CEO, Mr. Lipkin’s compensation, more than any other NEO, should reflect the overall performance of the Company rather than individual achievements. TheCompensation Committee believes that the compensation determination that it made reflects the Company’s financial performance as well as strategic and operational performance in 2017. Although2023. The decrease in Mr. Robbins’ compensation was due to the Company’s reportedoverall financial resultsperformance, offset by (i) Mr. Robbins’ leadership in 2017 were less than thoseguiding the Company through volatile economic conditions, (ii) the successful completion of the core transformation in 2016, given the 14.8% improvement inOctober 2023, (iii) continuation of the Company’s earnings, excludingpositive strategic transformation in 2023, and (iv) the impactCompany’s continued focus on customer satisfaction.

Mr. Hagedorn earned $1,621,800 in 2023 total direct compensation, consisting of $590,000 in base salary, a $306,800 non-equity incentive award, and a total equity award of $725,000. The total direct compensation paid for 2023 represents a 10.7% decrease from 2022 and is 9.2% below his 2023 target total direct compensation. In particular, Mr. Hagedorn’s non-equity incentive award was 65% of target and his equity award was 100% of target.

Mr. Iadanza earned $2,016,250 in 2023 total direct compensation, consisting of $700,000 in base salary, a $516,250 non-equity incentive award, and a total equity award of $800,000. The total direct compensation paid for 2023 represents a 14.0% decrease from 2022 and is 8.4% below his 2023 target total direct compensation. In particular, Mr. Iadanza’s non-equity incentive award was 73.75% of target and his equity award was 100% of target.

3

Total direct compensation consists of base salary, non-equity incentive award earned based on 2023 performance (paid in 2024), and grant date fair value of equity incentive awards earned based on 2023 performance (granted in 2024).

522024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Mr. Dakkuri earned $1,395,000 in 2023 total direct compensation, consisting of $500,000 in base salary, a $295,000 non-equity incentive award, and a total equity award of $600,000. The total direct compensation paid for 2023 represents a 7.5% decrease from 2022 and is 7.0% below his 2023 target total direct compensation. In particular, Mr. Dakkuri’s non-equity incentive award was 73.75% of target and his equity award was 100% of target.

Mr. Chillura earned $1,300,700 in 2023 total direct compensation, consisting of $510,000 in base salary, a $290,700 non-equity incentive award, and a total equity award of $500,000. The total direct compensation paid for 2023 represents an 8.9% decrease from 2022 and is 8.3% below his 2023 target total direct compensation. In particular, Mr. Chillura’s non-equity incentive award was 71.25% of target and his equity award was 100% of target.

Base Salaries

Consistent with prior years and reflecting the Compensation Committee’s philosophy of pay-for-performance, the Committee did not adjust base salaries for any of the 2017 Tax Act, LIFT expensesNEOs for 2023.

Non-Equity Incentive Awards

The non-equity incentive award for Mr. Robbins was $921,875 for 2023, at 73.75% of target. This compares to his $1,462,500 award for 2022 and USAB merger expenses, compared to 2016,his $1,250,000 target for 2023. While the Compensation Committee believed it appropriate to increaserecognized Mr. Lipkin’s compensation modestly, or by approximately 2.8%.


Discussion
Salaries.ForRobbins’ leadership of the seventh consecutive year,Company through a challenging macro environment that negatively impacted regional banks, the Committee determined notit was appropriate that his annual non-equity incentive award be awarded at 73.75% of target due to increase the base salary for Mr. Lipkin. Mr. Lipkin will retire as an employee of the Company effective onnot achieving its 2023 financial goal.

Mr. Iadanza and Mr. Dakkuri were each awarded non-equity incentive awards at 73.75% of target. Mr. Hagedorn was awarded 65% of target, and Mr. Chillura was awarded 71.25%. The table below shows the date of the Annual Meeting. Mr. Robbins’ base salary increased to $850,000 from $750,000 in recognition of his appointment to CEO effective January 1, 2018. Mr. Eskow’s salary in 2018 also did not increase. Mr. Janis received a modest increase in base salary of $15,000 from $500,000 in 2017. Mr. Schupp retired in January 2018.

EIP Cash Awards.  Under the EIP, Valley may paynon-equity incentive compensation to its NEOs in an aggregate amount equal to 5% of its net income before taxesawards for the calendar year with the exact amounts to be determined by the Committee. In January 2017, the Committee began the process of determining awards under the EIP by identifying the NEOseach NEO as the EIP participants and allocating a share of the EIP pool to each participant,well as shown in the first column of the table “EIP Awards for 2017”.
In January 2018, the Committee certified the amount of the 2017 pool as $12,636,900, which was 5% of 2017 net income before taxes. Based on Valley’s 2017 financial results and the 2017 goals accomplished by each NEO, the Committee granted cashactual awards relative to the NEOs.
target awards.

NEO

2023 Base
Salary		2023 Target
Non-Equity
Incentive Award
Amount		2023 Non-Equity
Incentive Award
Amount		2023 Target
Non-Equity Incentive
Award as % of Base
Salary		2023 Non-Equity
Incentive Award
as % of Target
      

Ira Robbins

$1,000,000$1,250,000$921,875 125%  73.75% 
      

Michael D. Hagedorn

 590,000 472,000 306,800 80   65.00  
      

Thomas A. Iadanza

 700,000 700,000 516,250 100   73.75  
      

Raja A. Dakkuri

 500,000 400,000 295,000 80   73.75  
      

Joseph V. Chillura

 510,000 408,000 290,700 80   71.25  

Equity Incentive Awards

The following table below shows the EIP cashtotal equity awards granted in 2024 based on 2023 performance for each NEO and as a percentage of base salary.

EIP Cash Awards
Named Executive Officer2017 Base Salary
EIP Cash
Awards for 2017
EIP Cash
Award as % of 2017 Base Salary
Gerald H. Lipkin$1,123,500
$800,000
71.2%
Alan D. Eskow575,000
250,000
43.5
Ira Robbins750,000
450,000
60
Rudy E. Schupp750,000
450,000
60
Ronald H. Janis500,000
200,000
40
The cash EIP award for Mr. Lipkin was higher than last year’s award by a modest $50,000. The cash award for Mr. Eskow was also a modest $50,000 higher than last year. The cash awards for Messrs. Robbins and Schupp were $200,000 higher than last year. The Committee believed that Messrs. Robbins and Schupp were instrumental in increasing Valley’s profits and overall financial performance,relative to target as well as implementing the “LIFT” programamount of the actual awards relative to target awards.

NEO

2023 Target Equity
Incentive Award		Actual Equity Incentive
Award for 2023		2023 Equity Award
as % of Target
    

Ira Robbins

$3,150,000$3,150,000 100% 
    

Michael D. Hagedorn

 725,000 725,000 100  
    

Thomas A. Iadanza

 800,000 800,000 100  
    

Raja A. Dakkuri

 600,000 600,000 100  
    

Joseph V. Chillura

 500,000 500,000 100  

532024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

The table below shows the time-based RSU awards for 2023, granted in 2024, in both share amounts and orchestratingdollar value.

NEO

Time-Based
Equity Awards
(# of Shares)		Value at Grant
Date
   

Ira Robbins

 92,539 $787,500
   

Michael D. Hagedorn

 21,299 181,250
   

Thomas A. Iadanza

 23,502 200,000
   

Raja A. Dakkuri

 17,627 150,000
   

Joseph V. Chillura

 14,689 125,000

The table below shows the USAB acquisition, and thus were deserving of a substantially increased EIP cash award.

EIP - Time Vested Equity Awards
As of February 1, 2018, the Committee grantedperformance-based equity awards to our NEOs under the EIP. These awards consisted of time-vested shares of restricted stock. The time vested awards are granted under the EIP and the 2016 Stock Plan. The following table shows the time-vested restricted stock issued to our NEOs in 20182024 based on 2023 performance and the grant date fair value of each award.
Named Executive Officer
Time Based
Restricted Shares
Value of Shares at Grant Date
Gerald H. Lipkin39,777$500,000
Alan D. Eskow17,900225,000
Ira Robbins33,015415,000
Rudy E. Schupp20,684260,000
Ronald H. Janis15,911200,000
Total EIP Awards
The table below shows the maximum EIP awards permitted for 2017 as well as negative discretion applied to determine the actual cash, time vested equity and total EIP award made to each NEO for 2017 performance.

282018 Proxy Statement



EIP Awards for 2017
NEO
Allo-cation
of  EIP  Pool
Maximum Permitted Aggregate EIP Award
Cash Award
Paid
Time Vested Equity Award Granted
Total Aggr-egate
Award Granted
Lipkin30%$3,791,070
$800,000
$500,000
$1,300,000
Eskow20%2,527,380
250,000
225,000
475,000
Robbins20%2,527,380
450,000
415,000
865,000
Schupp20%2,527,380
450,000
260,000
710,000
Janis10%1,263,690
200,000
200,000
400,000
  $12,636,900
$2,150,000
$1,600,000
$3,750,000
The aggregate total EIP award (both cash and equity) to all NEOs was $3,750,000, or approximately 29.7% of the total maximum amount available for grant under the EIP to the five NEOs. Mr. Lipkin received a total award of $1,300,000, or approximately 34.3% of his maximum award under the EIP.








Performance Based Equity Awards
In January 2018, the Committee granted performance based restricted stock units to our NEOs under our 2016 Stock Plan. Of these performance based units, 75%awards, 60% are subject to vesting based on the attainment of adjusted Growth in Tangible Book ValueGITBV and the remaining 25%40% are based on relative total shareholder return, or TSR, as discussed in more detail above under “Overall Design and Mix of Equity Grants.” The following table shows the performance based equity awards that were made under the 2016 Stock Plan:
  Performance Based Stock Awards at Target Performance Based Stock Awards at Maximum
Named Executive Officer Based on TSR Based on Growth in TBV Total Based on TSR Based on Growth in TBV Total
Gerald H. Lipkin $325,000
 $975,000
 $1,300,000
 $487,500
 $1,462,500
 $1,950,000
Alan D. Eskow 112,500
 337,500
 450,000
 168,750
 506,250
 675,000
Ira Robbins 208,750
 626,250
 835,000
 313,125
 939,375
 1,252,500
Rudy E. Schupp 135,000
 405,000
 540,000
 202,500
 607,500
 810,000
Ronald H. Janis 100,000
 300,000
 400,000
 150,000
 450,000
 600,000
Pension and TSR.

 Performance-Based Equity Awards at Target

NEO

Based on TSRBased on GITBVTotal
    

Ira Robbins

 $945,000 $1,417,500$2,362,500
    

Michael D. Hagedorn

 217,500 326,250 543,750
    

Thomas A. Iadanza

 240,000 360,000 600,000
    

Raja A. Dakkuri

 180,000 270,000 450,000
    

Joseph V. Chillura

 150,000 225,000 375,000

Other Compensation

On January 24, 2017, we entered into an amended and restated severance letter agreement with Mr. Lipkin. The amended letter agreement clarifies Mr. Lipkin’s pension benefit by conforming the actuarial conversion factor that is used to determine his annuity to the Company’s qualified pension plan.  The result was an estimated increase in the present value of Mr. Lipkin’s pension benefit of $460,662 as of December 31, 2016. Our retirement plans for NEOs are described in more detail in “2017 Pension Benefits - Pension Plan” and “2017 Pension Benefits - Benefit Equalization Plan”.
As of January 1, 2017, we established

We maintain a deferred compensation plan for our NEOs and other selected executives. The deferral plan is intended to provide a

retirement savings program for earnings above the limits of the Company’s qualified Savings and Investment Plan (“401(k) Plan.Plan”). The deferral plan has a similaran employer match similar to that offered under the 401(k) Plan. Under the deferral plan, if for the calendar year thean executive contributes the maximum to the 401(k) Plan, he or she may elect to defer up to 5% of his or her salary and bonus above the 401(k) limits, and the Company will match the executive’s deferral amount up to the 5% limit. The deferral plan is described in more detail in “2017under “2023 Nonqualified Deferred Compensation - Deferral– Deferred Compensation Plan”.
below.

We also provide perquisites to all senior officers. We offerprovide them either a taxable monthly automobile allowance or, in the case of our CEO and our President, the use of a company-owned automobile, and in limited instances, use of a driver, primarily for business use.automobile. The automobile facilitates NEO travel between our offices, to business meetings with customers and vendors, and to



2018 Proxy Statement29

investor presentations. NEOs may use the automobile for personal transportation. Personal use of the automobile or driver, if not reimbursed by the NEO, results in taxable income to the NEO and we include this in the amounts of income we report to the NEO and the Internal Revenue Service. Commencing in 2017, the Compensation Committee determined that new executives will receive a car stipend,taxable automobile allowance, not use of a company owned car, and this may be applied to existing executives as their cars come up for replacement.

We also support and encourage our NEOscustomer-facing executives to hold a membership in a local country club for which we pay admission costs, dues, and other business relatedbusiness-related expenses. We find that the club membership is an effective means of obtaining business as it allows NEOsexecutives to interact with present and prospective customers in a relaxed, informal environment. We require that any personal use of the country club facilities for golf or food be paid directly by the NEO. BecauseThe cost associated with any such personal use of the club, membershipsas well as club membership dues, are used at our expense only for business entertainment, we do not include themincluded as perquisites in our Summary Compensation Table.

We also currently provide change in controlseverance agreements to certain of our NEOs and severancegenerally provide CIC agreements to our NEOs. The changeOur CEO and President each have a severance agreement that provides benefits in controlthe form of lump sum cash payments if terminated by Valley without cause. We believe these agreements providesupport the retention of our executives and continuity of management generally. Each of our NEOs (including Mr. Dakkuri effective April 1, 2023) is a party to a CIC agreement which provides for “double trigger” cash payments in the event of an NEO’s qualifying termination of employment within a change of controlspecified period following a CIC of Valley. These benefits provide the NEOs with a reasonable range of income protection in the event employment is terminated without cause following a change in control,CIC, support our executive retention goals, and encourage their independence and objectivity in considering potential change in control CIC

542024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

transactions. The severance agreementsAdditionally, the terms of our equity awards provide benefits to our NEOs in the form of lump sum cash payments if they are terminated by Valley without cause.for accelerated vesting only upon a “double trigger.” The terms of these agreements are described more fully in this Proxy Statement under “Other Potential Post-Employment Payments.”

On November 2, 2017, the Company announced the retirement of Mr. Lipkin as CEO effective as of December 31, 2017. In November 2017 the Committee approved a term sheet setting forth the clarifications and expectations regarding post-retirement arrangements for Mr. Lipkin which is described more fully in this Proxy Statement under “Other Potential Post-Employment Payments.”
OTHER PROGRAM FEATURES
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: Under our “clawback” policy, if there is a material restatement of our financial statements, or material misconduct by the executive which harms the Company financially, the Committee may “clawback” unvested equity awards and unpaid cash bonus awards and in the event of
intentional fraud or misconduct by the executive, previously paid or vested awards, as well as unvested awards may be clawed back. Our equity grants to executive officers include another “clawback” provision that allows recapture of the award for certain reasons within specified time periods.
No Hedging or Pledging: Valley 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.
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. Currently, Messrs. Lipkin, Schupp and Eskow meet the requirements. Due to Mr. Robbins’ recent promotion and Mr. Janis’ recent hiring, these executives do not currently meet the requirements but intend to do so during the five-year window. The table below shows the minimum holdings required of each NEO.
NEO Minimum Stock Ownership Requirements
Title (Name)Minimum Required Common Stock Ownership
CEO250,000
CFO75,000
Senior EVP35,000
____________
INCOME TAX CONSIDERATIONS

Our federal income tax deduction for non-performance based compensation paid to certain of our NEOs is limited by

Income Tax Considerations

Section 162(m) of the Internal Revenue Code (IRC)currently disallows a tax deduction to $1 million annually. Until 2018,a public corporation for compensation over $1,000,000 paid in any fiscal year to any of them exceeding $1 million was non-deductible for federal income tax purposes unless paid under a performance based plan pre-approved by our shareholders. At our annual shareholders meetingcompany’s current CEO, CFO, other NEOs, and certain executives who were formerly in 2010, the EIP was adopted, which allows the Committee to grant awards under the EIP which are intended to comply with the restrictions of Section 162(m). In addition, the 2016 Stock Plan allows the Committee to grant awards which are also intended to comply with the restrictions of Section 162(m) and thethese roles. The Compensation Committee has granted performance based equity awards underand expects in the 2016 Stock Plan.

As a resultfuture to authorize compensation in excess of the 2017 Tax Act, compensation over $1 million paid$1,000,000 to any person who is or was an NEONEOs that will not be deductible byunder Section 162(m).

Report of the Company regardless of whether it is paid under a shareholder pre-approved performance based plan. Except for a small portion of Mr. Lipkin’s salary, we believe


302018 Proxy Statement



that all compensation paid or granted to our NEOs in 2017 was deductible for federal income tax purposes.
COMPENSATION COMMITTEE REPORT AND CERTIFICATION
Compensation Committee

The Compensation and Human Resources Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on thatmanagement. On the basis of such review and those discussions, itthe Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.


Gerald Korde, Committee Chairman
Andrew B. Abramson
Pamela R. Bronander
Eric P. Edelstein
Michael L. LaRusso
Marc J. Lenner
Statement and incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2023.

Suresh L. Sani

Peter J. Baum

Eric P. Edelstein

Marc J. Lenner

Jennifer W. Steans

552024 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION
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 holders2,119,424
$13.01
7,271,037
Equity compensation plans not approved by security holders—
—
—
Total2,119,424
$13.01
7,271,037
____________  
*Amount includes 446,980 options outstanding with a weighted average exercise price of $13.01 and 1,672,444 performance-based restricted stock units measured at maximum vesting at December 31, 2017.  Amount does not include 1,771,702 outstanding restricted shares. 



2018 Proxy Statement31

 

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION


SUMMARY COMPENSATION TABLE

Executive Compensation Tables

Summary Compensation Table

The following table below summarizes all compensation in 2017, 20162023, 2022 and 20152021 earned by our chief executive officer, chief financial officer and the three most highly paid executive officers (NEOs)NEOs for services performed in all capacities for Valley and its subsidiaries.

Name and Principal PositionYearSalary
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)
TotalTotal Without Change in Pension Value*
Gerald H. Lipkin(5)
2017$1,123,500
$1,800,000
$800,000
$825,168
$296,170
$4,844,838
$4,019,670
Chairman of the20161,123,500
1,750,000
750,000
909,924
188,536
4,721,960
3,812,036
Board and CEO20151,123,500
1,526,500
600,000
513,382
156,389
3,919,771
3,406,389
Ira Robbins2017750,000
1,250,000
450,000
80,405
142,745
2,673,150
2,592,745
Senior EVP, Valley and President, Valley National Bank2016525,000
750,000
250,000
45,718
77,757
1,648,475
1,602,757
Alan D. Eskow2017575,000
675,000
250,000
15,279
156,701
1,671,980
1,656,701
Senior EVP, CFO and2016545,750
675,000
200,000
0
118,714
1,539,464
1,539,464
Corporate Secretary2015545,750
675,000
200,000
45,342
107,034
1,573,126
1,527,784
Rudy E. Schupp(6)
2017750,000
800,000
450,000
0
159,688
2,159,688
2,159,688
President, Valley and Chief Banking Officer, Valley National Bank2016525,000
750,000
250,000
0
69,392
1,594,392
1,594,392
Ronald H. Janis(7)
2017500,000
800,000
250,000
0
50,131
1,600,131
1,600,131
Senior EVP, Valley and General Counsel      



___________ 













Name and

Principal Position

 Year Salary  Stock
Awards(1)		  Non-Equity
Incentive Plan
Compensation(2)		  Change in Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(3)		  All Other
Compensation(4)		  Total 
        

Ira Robbins

CEO

 2023   $1,000,000   $2,975,661   $ 921,875    $93,345     $ 425,582   $5,416,463 
 2022   1,000,000   3,060,578   1,462,500    —     487,257   6,010,335 
 2021   1,000,000   2,633,731   1,380,000    —     336,099   5,349,830 
        

Michael D.

Hagedorn

SEVP and CFO

 2023   590,000   684,879   306,800    8,593     187,490   1,777,762 
 2022   590,000   765,148   501,000    —     89,446   1,945,594 
 2021   590,000   830,207   359,384    —     75,525   1,855,116 
        

Thomas A. Iadanza

President and Chief

Banking Officer

 2023   700,000   755,729   516,250    16,985     270,353   2,259,317 
 2022   700,000   844,300   845,000    —     253,583   2,642,883 
 2021   600,000   916,089   430,200    —     174,266   2,120,555 
        

Raja A. Dakkuri

SEVP and

Chief Risk Officer

 2023   500,000   566,792   295,000    1,868     340,329   1,703,989 
 2022   500,000   633,226   408,000    —     2,709,118   4,250,344 
 2021   —   —   —    —     —   — 
        

Joseph V. Chillura

SEVP,

Commercial

Banking

 2023   510,000   472,328   290,700    8,697     135,134   1,416,859 
 2022   510,000   527,688   417,000    —     145,186   1,599,874 
 2021   510,000   572,557   324,679    —     69,454   1,476,690 

(1)
*The amounts reported in this column differ, in certain cases substantially, from the amounts reported in the “Total” column required under SEC rules and should not be considered a substitute

Amounts for the “Total” column of the Summary Compensation Table.

(1)Stock awards reported in 20172023 reflect the aggregate grant date fair value of the restricted stocktime-based and performance based restricted stock unitperformance-based RSU awards under Accounting Standards Codification (ASC) Topic No. 718, Compensation-Stock Compensation ("(“ASC Topic 718"718”), excluding the effect of estimated forfeitures, granted by the Compensation Committee based on 20172023 results. For information on the assumptions used in the calculation of these amounts, see Note 1 to our consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2023.

The grant date fair value of time based restricted stocktime-based RSU awards reported in this column for each of our NEOs was as follows: Mr. Lipkin, $500,000;Robbins, $787,500; Mr. Eskow, $225,000;Hagedorn, $181,250; Mr. Robbins, $415,000;Iadanza, $200,000; Mr. Schupp, $260,000Dakkuri, $150,000; and Mr. Janis $200,000. Chillura, $125,000.

The amountamounts reported for Mr. Janis also includes his $200,000 sign-on restricted grant.the performance-based RSU awards are calculated based on the probable satisfaction of the performance goals for such awards and reflect the value of the awards at the target grant date value level (or 100%). Restrictions on time based restricted stock 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 basedperformance-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 when the Compensation Committee certifies the payout level as a result of such performance achievementon February 1 following the three-year performance period.period and the Compensation Committee’s approval of the level of performance achievement. The value on the grant date of the performance based restricted stock unitperformance-based RSU awards based upon performance goal achievement at target and maximum would be as follows:

NameTarget Value at Grant DateMaximum Value at Grant Date
Gerald H. Lipkin(5)
$1,300,000
$1,950,000
Ira Robbins835,000
1,252,500
Alan D. Eskow450,000
675,000
Rudy E. Schupp(6)
540,000
810,000
Ronald H. Janis400,000
600,000

Name

Target Value at
Grant Date		Maximum Value
at Grant Date
   

Ira Robbins

$2,188,161$4,376,322
   

Michael D. Hagedorn

 503,629 1,007,258
   

Thomas A. Iadanza

 555,729 1,111,458
   

Raja A. Dakkuri

 416,792 833,584
   

Joseph V. Chillura

 347,328 694,658

(2)
(2)Non-Equity awards earned for

For 2023, represents the years ending before 2017 were distributed as follows: 50% of the non-equity incentive award was paid on award and the remaining balance was paid in eight equal quarterly installments.cash in 2024 based on 2023 performance.

(3)Represents

Amounts reflect above-interest earnings under the Valley National Bancorp Deferred Compensation Plan (the “Deferred Compensation Plan” or “DCP”), and for Mr. Robbins, this amount also includes $56,521 attributable to the change in the actuarial present value of pension benefits from year to year, taking into account thehis age, of each NEO, a present value factor, and interest discount factor based on their remaining time until retirement. The increase in pensionthe present value of the accumulated benefits as of December 31, 2023 is attributable to the following sources:  1) passage of time, 2) a decrease in the discount rate from 4.11%5.40% to 3.69%, and5.11%. The annual change in present value of Mr. Robbins’ accumulated benefits as of December 31, 2022 was a net decrease of $313,675 from the present value reported as of December 31, 2021; therefore, the amount reported for Mr. Lipkin, 3) actuarial increases received for late retirement past age 70 ½.2022 is zero. The decrease in the present value of the accumulated benefits as of December 31, 2022 is attributable to the increase in the discount rate from 2.85% to 5.40%.

(4)562024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

The annual change in present value of Mr. Robbins’ accumulated benefits as of December 31, 2021 was a net decrease of $41,655 from the present value reported as of December 31, 2020; therefore, the amount reported for 2021 is zero. The decrease in the present value of the accumulated benefits as of December 31, 2021 is attributable to the increase in the discount rate from 2.52% to 2.85%.

(4)

All other compensation includes perquisites and other personal benefits paid in 20172023 including automobile, actual dividends paid upon vesting of time-based and driver (if applicable), accrued dividends on nonvested restricted stock,performance-based RSUs, 401(k) contribution payments, 401(k) SERPand deferred compensation contribution payments by Valley (including interest earned)the Company, GTL, club dues, and group term life insurance (seedeferred bonus payment to Mr. Dakkuri under legacy BLUSA long-term incentive plan. See the table below).below.


Name

Auto(a)Actual Dividends
Paid in 2023(b)		401(k)(c)DCP(d)GTL(e)Club DuesOtherTotal
         

Ira Robbins

$10,751$259,711$16,500$108,625 $ 1,710 $21,436 $  6,849 $425,582
         

Michael D. Hagedorn

 14,400 112,239 16,500 40,050 2,786 — 1,515 187,490
         

Thomas A. Iadanza

 16,818 141,261 16,500 62,750 14,478 14,355 4,191 270,353
         

Raja A. Dakkuri

 14,400 1,690 9,754 28,900 1,242 — 284,343 340,329
         

Joseph V. Chillura

 14,400 62,899 16,500 31,850 2,374 7,111 — 135,134

(a)
322018 Proxy Statement



 Name
Auto(1)
Accrued Dividends &
Interest Earned on Nonvested Stock Awards(2)
401(k)(3)
401(k) SERP(4)
GTL(5)
OtherTotal
 Gerald H. Lipkin$11,519
$183,394
$13,250
$88,007
$0
$0
$296,170
 Ira Robbins10,541
70,997
13,250
46,817
1,140
0
142,745
 Alan D. Eskow15,122
82,749
13,250
31,102
14,478
0
156,701
 Rudy E. Schupp5,204
70,997
13,250
46,817
14,478
8,942
159,688
 Ronald H. Janis19,933
3,783
0
21,931
4,484
0
50,131
 ____________       
(1)

Auto represents, for Mr. Robbins and Mr. Iadanza, the cost to the Company of the portion of personal use of a company-owned vehicle by the NEO and driving services and parking (if applicable), and, for Mr. Hagedorn, Mr. Dakkuri and Mr. Chillura, a monthly automobile stipend during 2017.2023.

(b)(2)

Dividends paid on time-based and performance-based RSUs vesting in 2023.

(c)Accrued dividends and interest on non-vested time and performance based restricted stock awards and performance based restricted stock units until such time as the vesting takes place. Dividends and interest on performance based awards and units are accrued at target and are only paid to the extent the underlying award vests.
(3)After one year of employment,

Upon hire, the Company provides to all full timefull-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 Company’s 401(k) Plan.

(d)(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 “2023 Nonqualified Deferred Compensation Plan under the 2017 Pension BenefitsCompensation” below. If the NEO utilizes the Company’s 401(k) Plan 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.

(e)(5)GTL or

Group Term Life Insurance (“GTL”) 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 timefull-time employees.

Grants of Plan-Based Awards

  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

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

         

Ira Robbins

 2/20/2024 $1,250,000 $2,500,000 138,808 277,615 555,230 — $2,188,161
         
 2/20/2024 — — — — — 92,539 787,500
         

Michael D. Hagedorn

 2/20/2024 472,000 944,000 31,948 63,896 127,792 — 503,629
         
 2/20/2024 — — — — — 21,299 181,250
         

Thomas A. Iadanza

 2/20/2024 700,000 1,400,000 35,253 70,506 141,012 — 555,729
         
 2/20/2024 — — — — — 23,502 200,000
         

Raja A. Dakkuri

 2/20/2024 400,000 800,000 26,440 52,879 105,758 — 416,792
         
 2/20/2024 — — — — — 17,627 150,000
         

Joseph V. Chillura

 2/20/2024 408,000 816,000 22,033 44,066 88,132 — 347,328
         
 2/20/2024 — — — — — 14,689 125,000

(1)

Represents the target and maximum non-equity incentive compensation amounts for performance during 2023. The Compensation Committee set target awards under our non-equity incentive plan for 2023 as follows: Mr. Lipkin has a $50,000 life insurance policy with theRobbins as CEO, 125% of salary; Messrs. Hagedorn, Dakkuri, and Chillura, 80% of salary; and Mr. Iadanza, 100% of salary. Awards were paid based upon achievement of Company and is not subject to a taxable amount.

(5)In 2017, Mr. Lipkin notified the Company of his intention to retire as CEO effective December 31, 2017 and as an employee effective as of April 2018.
(6)Mr. Schupp retired on January 15, 2018.
(7)In joining the Company on January 2, 2017, Mr. Janis received a sign on bonus of $200,000 of restricted stock which vested after six months and a $50,000 cash bonus. His awards for service in 2017 were a $200,000 cash bonus and a $600,000 equity award.


2018 Proxy Statement33

2017 GRANTS OF PLAN-BASED AWARDS
The following table represents the grants of awards to the NEOs in 2018 for 2017 performance under the Executive Incentive Plan and Long-Term Stock Incentive Plan.
   
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)
NameGrant Date ThresholdTargetMaximumThresholdTargetMaximum    
Gerald H. Lipkin2/1/2018 
$561,750
$1,123,500
51,711
103,421
155,132
 $1,300,000
 2/1/2018       39,777
500,000
Ira Robbins2/1/2018 
262,500
525,000
33,214
66,428
99,642

835,000

2/1/2018       33,015
415,000
Alan D. Eskow2/1/2018 
201,250
402,500
17,900
35,800
53,700

450,000
 2/1/2018       17,900
225,000
Rudy E. Schupp2/1/2018 
262,500
525,000
21,480
42,959
64,439

540,000

2/1/2018       20,684
260,000
Ronald H. Janis2/1/2018 
125,000
250,000
15,911
31,822
47,733

400,000
 2/1/2018       15,911
200,000
 1/3/2017       17,182
200,000
____________        

 
(1)As discussed in the Compensationindividual goals. See “Compensation Discussion and Analysis, in January 2017, the Compensation Committee assigned a percentage shareAnalysis” beginning on page 42 of the 2017 EIP bonus pool of 5% of our 2017 net income before income taxes to each of our NEOs. The EIP permits the Compensation Committee to determine to pay earned awards, in whole or in part, in the form of cash or equity awards granted under our Long-Term Stock Incentive Plan. For 2017, the Compensation Committee determined that any cash awards that may be earned under the EIP bonus pool would be limited to a pre-established range set as a percentage of the particular NEO’s base salary. Each NEO could earn between 0% to 200% of his target cash award as reported under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” above. See table (“EIP Cash Award”) in the Compensation Discussion and Analysis for information regarding the salary amount used to determine the range of each NEO’s potential cash awards under the 2017 EIP bonus pool.this Proxy Statement. The Compensation Committee awarded each NEO the cash amount reflected in the “Non-Equity“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2017.2023. The Compensation Committee also granted each NEO an award of time-based restricted stock out ofRSUs under the 2017 EIP bonus pool2023 ICP (reported above under “All Other Stock Awards: Number of Shares of Stock”). The Compensation Committee also made grants to the NEOs under the 2017 Long-Term Incentive Stock Plan2023 ICP in the form of performance based restricted stock unitsperformance-based RSUs (reported above under “Estimated Possible Payouts Under Equity Incentive Plan Awards”). The threshold amounts reported above for the performance based restricted stock unitperformance-based RSU awards represent the number of shares that would be earned based on achievement of threshold amounts under both the growth in tangible book valueGITBV and relative TSR performance metrics measured over the cumulative three-year performance period. The January 3, 2017 award reflects Mr. Janis's sign-on restricted stock grant. See our Compensation“Compensation Discussion and AnalysisAnalysis” for information regarding these time-based restricted stockRSUs and performance based restricted stock unitperformance-based RSU awards.

(2)

See grant date fair value details under footnote (1) of the Summary Compensation Table above.

572024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Restrictions on performance basedperformance-based awards lapse based on achievement of the performance goals set forth in the performance restricted stock unitperformance-based RSU award agreement. Any shares earned based on achievement of the specific performance goals vest whenfollowing the completion of the three-year performance period and the Compensation Committee certifiesCommittee’s approval of the payout level as a result of such performance achievement. Restrictions on time based restricted stocktime-based RSU awards lapse at the rate of 33% per year.

year commencing with the first year after the date of grant.

Dividends are credited on restricted stock and restricted stock unitsRSUs 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 basedtime-based and performance basedperformance-based restrictions as the underlying restricted stock and units. Upon a “change in control,” as defined in that plan,the 2023 ICP, following termination of employment, all restrictions on shares of time basedtime-based restricted stock will lapse and restrictions on shares of performance based restricted stock unitsperformance-based RSUs will lapse at target.

target, unless otherwise provided in the grant agreement.

The per share grant date fair values under ASC Topic 718 of each share of time based restricted stockunderlying time-based and performance based restricted stock unitsperformance-based RSUs (with no market condition vesting requirement) was $12.57$8.51 per share awarded on February 1, 2018. Performance based restricted stock units20, 2024. Performance-based RSUs with market condition vesting requirements (i.e., TSR) awarded on February 1, 201820, 2024 had a $11.71$6.94 per share grant date fair value.

582024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

 342018 Proxy Statement




OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Outstanding Equity Awards at Fiscal Year-End

The following table below represents stock option, restricted stock and restricted stock unitRSU awards outstanding for each NEO as of December 31, 20172023 (including February 1, 201820, 2024 awards which were based on 20172023 performance). All awards have been adjusted for stock dividends and stock splits, as applicable.

  
Option Awards(1)
 
Stock Awards(2)
NameGrant DateNumber 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)
Gerald H. Lipkin2/1/2018     39,777
$446,298
155,132
$1,740,581
 1/24/2017     39,858
447,207
172,719
1,937,907
 1/29/2016     



202,967
2,277,290
 1/27/2016     29,586
331,955




 1/30/2015     13,661
153,276
122,951
1,379,510
 11/15/201044,015
0
$11.91
11/15/2020   
 
 2/12/200844,671
0
14.65
2/12/2018     
 







     
Total awards (#) 88,686
0
   122,882
$1,378,736
653,769
$7,335,288
Market value of in-the-money options ($) (3)$0
0
       
Ira Robbins2/1/2018     33,015
$370,428
99,642
$1,117,983
 1/24/2017     22,143
248,444
66,431
745,356
 1/29/2016     

 77,115
865,230
 1/27/2016     17,259
193,646
  
 1/30/2015     3,643
40,874
32,787
367,870
 11/17/20081,216
0
$14.24
11/17/2018     
           
Total awards (#) 1,216
0
   76,060
$853,392
275,975
$3,096,439
Market value of in-the-money options ($) (3)0
0
       
Alan D. Eskow2/1/2018     17,900
$200,838
53,700
$602,514
 1/24/2017     19,929
223,603
59,787
670,810
 1/29/2016     



79,319
889,959
 1/27/2016     17,751
199,166




 1/30/2015     8,197
91,970
73,770
827,699
 11/15/201021,170
0
$11.91
11/15/2020     
 2/12/200821,059
0
14.65
2/12/2018     
 







     
Total awards (#) 42,229
0
   63,777
$715,577
266,576
$2,990,982
Market value of in-the-money options ($) (3)0
0
       
Rudy E. Schupp2/1/2018     20,684
$232,074
64,439
$723,006
 1/24/2017     22,143
248,444
66,431
745,356
 1/29/2016     



77,115
865,230
 1/27/2016     17,259
193,646
  
 1/30/2015     3,643
40,874
32,787
367,870
           
Total awards (#) 0
0
   63,729
$715,038
240,772
$2,701,462
           
Ronald H. Janis2/1/2018     15,911
$178,521
47,733
$535,564
           
Total awards (#) 0
0
   15,911
$178,521
47,733
$535,564
Market value of in-the-money options ($) (3)0
0
       
____________


  Option AwardsStock Awards(1)

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

($)

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(2)

($)

          

Ira Robbins

 2/20/2024 92,539$1,004,974 555,230$6,029,798
          
 2/22/2023 60,823 660,538 364,934 3,963,183
          
 2/15/2022 30,012 325,930 270,108 2,933,373
          
 2/16/2021 15,603 169,449 280,852 3,050,053
          

Total awards

 198,977$2,160,891 1,471,124$15,976,407
          

Michael D. Hagedorn

 2/20/2024 21,299$231,307 127,792$1,387,821
          
 2/22/2023 15,206 165,137 91,234 990,801
          
 2/15/2022 9,461 102,746 85,144 924,664
          
 2/16/2021 5,656 61,424 101,808 1,105,635
          

Total awards

 51,622$560,614 405,978$4,408,921
          

Thomas A. Iadanza

 2/20/2024 23,502$255,232 141,012$1,531,390
          
 2/22/2023 16,779 182,220 100,672 1,093,298
          
 2/15/2022 10,440 113,378 93,952 1,020,319
          
 2/16/2021 6,241 67,777 112,340 1,220,012
          

Total awards

 56,962$618,607 447,976$4,865,019
          

Raja A. Dakkuri

 2/20/2024 17,627$191,429 105,758$1,148,532
          
 2/22/2023 12,584 136,662 75,504 819,973
          
 4/1/2022 7,681 83,416 69,126 750,708
          
 8/22/2018 402,380$8.47 8/22/2025
          

Total awards

 37,892$411,507 250,388$2,719,213
          

Joseph V. Chillura

 2/20/2024 14,689$159,523 88,132$957,114
          
 2/22/2023 10,487 113,889 62,920 683,311
          
 2/15/2022 6,525 70,862 58,720 637,699
          
 2/16/2021 3,901 42,365 70,214 762,524
          
 3/1/2017 55,657$6.72 3/1/2027
          
 3/1/2016 17,508$5.74 3/1/2026
          

Total awards

 35,602$386,639 279,986$3,040,648

(1)
2018 Proxy Statement35

(1)All stock option awards are currently exercisable, however, the exercise prices may be higher than Valley's market price.
(2)

Restrictions on time based restricted stocktime-based RSU 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 anniversary ofyear after the date of grant. The 2018 awards represent the time-based restricted stock granted out of the 2017 EIP bonus pool.

Restrictions on performance based restricted stock unitperformance-based RSU 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 basedtime-based or performance basedperformance-based restrictions as the underlying restricted stock unit.RSU.

59  2024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

The award amount in the "Equity“Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested"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 valueGITBV and total shareholder returnTSR performance metrics, for the 1/29/20162/16/2021 award, 1/24/20172/15/2022 award, 2/22/2023 award and 2/1/201820/2024 award.

(3)(2)

At per share closing market price of $11.22$10.86 as of December 31, 2017.29, 2023 (the last trading day of 2023).

2017 STOCK VESTED

2023 Stock Vested

The following table below shows the restricted stocktime-based RSU awards held by our NEOs that vested by NEOs in 20172023, as well as performance-based RSU awards which vested in early 2024 based on the three-year performance period ended December 31, 2023, and the value realized upon vesting. None of our NEOs exercised any options in 2017.

 Stock Awards
NameNumber of Shares Acquired
Upon Vesting (#)
Value Realized on Vesting ($)(*)
Gerald H. Lipkin161,973
$2,009,129
Ira Robbins40,484
503,682
Alan D. Eskow86,095
1,071,636
Rudy E. Schupp33,092
414,460
Ronald H. Janis17,182
202,919
____________  
2023.

 Stock Awards

Name

Number of Shares
Acquired Upon
Vesting (#)		Value
Realized on
Vesting
($)(*)
   

Ira Robbins

 266,303$2,412,217
   

Michael D. Hagedorn

 96,801 877,595
   

Thomas A. Iadanza

 107,739 979,359
   

Raja A. Dakkuri

 3,840 35,482
   

Joseph V. Chillura

 65,991 596,106

*
*The value

Value realized onupon vesting of restricted stock represents the aggregate dollar amount realized upon vestingRSU awards is calculated by multiplying the number of shares of restricted stock/unitsRSUs that vested by the fair market value of the underlying shares on the vesting date. Included above is

This amount includes the value attributable to the vesting of the final portion of the performance-based RSU awards granted on 1/30/2015February 16, 2021 for Mr. Lipkin (78,074Robbins (222,986 shares), Mr. Robbins (20,820Hagedorn (80,831 shares), Mr. Eskow (46,844Iadanza (89,193 shares), and Mr. Schupp (20,820)Chillura (55,747 shares). Mr. Dakkuri did not join the Company until April 2022, and therefore was not a recipient of this grant. These shares vested based on the achievement of the GITBV and TSR 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, 2017. 2023.

Dividends are credited on thesetime-based and performance-based RSU 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 basedtime-based or performance basedperformance-based restrictions as the underlying restricted stock. The performance based awards granted on 1/30/2015 subject to vesting based on relative TSR performance lapsed without any vesting.RSUs.




362018 Proxy Statement



2017 PENSION BENEFITS
PENSION PLAN

2023 Pension Benefits

Pension Plan.Valley maintains a non-contributory, defined benefit pension plan (the "Pension Plan"“Pension Plan”) for all eligible employees which was frozen effective January 1, 2014. The annual retirement benefit under the Pension Plan generally was (i) 0.85% of the employee’s average final compensation up to the employee’s average social security wage base plus (ii) 1.15% of the employee’s average final compensation in excess of the employee’s average social security wage base up to the annual compensation limit under the law, (iii) multiplied by the years of credited service (up to a maximum of 35 years). Employees who were participants in the Pension Plan on December 31, 1988 are entitled to the higher of the foregoing or their accrued benefit as of December 31, 1988 under the terms of the plan then in effect. An employee’s “average final compensation” is the employee’s highest consecutive five-year average of the employee’s annual salary (excluding non-equity compensation, overtime pay and other special pay), i.e., the amount listed as “Salary” in the Summary Compensation Table, subject to each year’s annual compensation limit.salary. Employees hired on or after July 1, 2011, including Mr. SchuppHagedorn, Mr. Iadanza, Mr. Dakkuri, and Mr. Janis,Chillura, are not eligible to participate in the Pension Plan. As a result of amendments to the Pension Plan adopted in 2013, participants will not accrue further benefits and their pension benefits will be determined based on their compensation and service up to December 31, 2013. Plan benefits will not increase for any pay or service earned after such date.

BENEFIT EQUALIZATION PLAN

Benefit Equalization Plan.Valley maintains a Benefit Equalization Plan ("BEP"(“BEP”) which provides retirement benefits in excess of the amounts payable from the Pension Plan for certain highly compensated executive officers. The BEP was first adopted January 1, 1989 andofficers, which was frozen effective January 1, 2014. Benefits wereare generally determined as follows: (i) the benefit calculated under Valley pension plan formula in effect prior to January 1, 1989 and without regard to the limits on recognized compensation and maximum benefits payable from a qualified defined benefit plan, minus (ii) the individual’s pension plan benefit. In general, officers of Valley who are participants in the Pension Plan and who received annual compensation in excess of the compensation limits under the qualified plan were eligible to participate in the BEP. Mr. Lipkin, Mr. Robbins and Mr. Eskow were participants in the BEP. One other executive officer participatedis a participant in the BEP. Executives hired on or after July 1, 2011, including Mr. SchuppHagedorn, Mr. Iadanza, Mr. Dakkuri, and Mr. Janis,Chillura, are not eligible to participateparticipants in the BEP. As a result of amendments to the BEP adopted in 2013, participants will not accrue further benefits and their benefits will be determined based on their compensation for service and years of service up to December 31, 2013. Benefits under the BEP will not increase for any pay or service earned after

602024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

such date except participants may be granted up to three additional years of

service if employment is terminated in the event of a change in control. CIC. The following table below shows each pension plan that the NEO participates in, the number of years of credited service and the present value of accumulated benefits as of December 31, 2017.
NamePlan Name# of
Years
Credited
Service		Present  Value of
Accu-mulated
Benefits ($)
Gerald H. LipkinVNB Pension Plan35$2,371,591
 VNB BEP378,352,547
Alan D. EskowVNB Pension Plan22768,734
 VNB BEP221,613,501
Ira RobbinsVNB Pension Plan16433,438

VNB BEP16178,276
2023.

Name

Plan Name# of Years Credited
Service		Present Value of
Accumulated
Benefits ($)
    

Ira Robbins

 Pension Plan 16  $416,714
    
 BEP 16   174,434

Present values of the accumulated benefits under the BEP and Pension Plan were determined as of January 1, 20182024 based upon the accrued benefits under each plan as of December 31, 20172023 and valued in accordance with the following principal actuarial assumptions: (i) post-retirement mortality in accordance with the RP-2014Pri-2012 White Collar Tables rolled back to 2006,(base year 2006), projected generationally with Scale MP-2017,MP-2021, (ii) interest at an annual effective rate of 3.69%5.11% compounded annually, (iii) retirement at the earliest age (subject to a minimum age of 55 and a maximum age equal to the greater of 65 and the participant’s age on January 1, 2018)2024) at which unreduced benefits would be payable assuming continuation of employment and (iv) for the BEP payment is based on an election by the participant and for the Pension Plan it is assumed that 50%60% of male participants will elect a joint and two-thirds survivor annuity and 50%40% will elect a straight life annuity (except for Mr. Lipkin whose benefits are assumed to be payable in the form of a joint and two-thirds survivor annuity as described below)annuity.

Early Retirement Benefits. Due to his anticipated retirement the present value of Mr. Lipkin's Pension Plan and BEP accrued benefits assume commencement at May 1, 2018.

Gerald H. Lipkin.Pursuant to an amended and restated agreement dated January 24, 2017, an annual combined benefit from the Pension Plan, the BEP and, to the extent necessary, from the Company, in the form of a joint and two-thirds survivor annuity (the “Annual Combined Benefit”) will be provided to Mr. Lipkin upon his retirement and will continue for as long as Mr. Lipkin survives. The Annual Combined Benefit is estimated to be $866,478 as of December 31, 2017. The Annual Combined Benefit is estimated to be $890,100 as of Mr. Lipkin’s anticipated retirement date of May 1, 2018.
The agreement provides that, should Mr. Lipkin survive past the tenth anniversary of his retirement (the “Initial Ten Year Period”), and should his spouse survive him, she will be entitled to a survivor benefit of two-thirds of the Annual Combined Benefit per year for the remainder of her life (the


2018 Proxy Statement37

“Annual Post 10 Year Spousal Survivor Benefit”), which is estimated to be $577,652 as of December 31, 2017 ($593,436 as of May 1, 2018). If Mr. Lipkin dies (i) before commencing receipt of benefits under the Pension Plan or (ii) before the end of the Initial Ten Year Period, and, in either case, if his spouse survives him, she will be entitled to an annual survivor benefit equal to the Annual Combined Benefit through the end of the Initial Ten Year Period (the “Annual 10 Year Spousal Survivor Benefit”) and, thereafter, the Annual Post 10 Year Spousal Survivor Benefit. In the event that both Mr. Lipkin and his spouse die prior to the end of the Initial Ten Year Period, the estate of the last surviving of Mr. Lipkin and his spouse will be entitled to a lump sum payment equal to the Annual Combined Benefit multiplied by the number of years (including fractional years) from the date of decease to the end of the Initial Ten Year Period (the “10 Year Estate Benefit”). The foregoing description assumes that pension benefits under the Pension Plan and the BEP are paid to Mr. Lipkin in the form of a joint and two-thirds survivor annuity with his current wife. The agreement provides that for both the Pension Plan and the BEP the actuarial adjustment from the single life annuity to the joint and two-thirds survivor annuity in the BEP will be made using the actuarial factor defined in the Pension Plan.
The agreement also specifies the manner in which Mr. Lipkin’s annuity payments are to be actuarially converted into a lump sum in the event of a change in control. Mr. Lipkin elected to take his BEP benefits as a lump sum in the event of a change in control and is the only participant to have made that election. Under the BEP, the lump sum is to be calculated using the lesser of 6% or the applicable interest rate under the Pension Plan. Under the agreement the actuarial assumptions used to convert the guaranteed annuity benefit specified above are more fully defined and instead of the BEP assumption on interest rates the agreement uses the lesser of 6% or the Pension Benefit Guaranty Corporation immediate interest rate used to determine lump sum payments for the calendar month immediately preceding the month the lump sum payments is made. Assuming the current interest rate environment, the agreement provides for a greater lump sum benefit payable upon a change in control than would otherwise be provided using the BEP formula.
EARLY RETIREMENT BENEFITS
An NEO’s accrued benefits under the Pension Plan and BEP are payable at age 65, the individual’s normal retirement age. If an executive terminates employment after both attainment of age 55 and completion of 10 years of service, he is eligible for early retirement. Upon early retirement, an executive may elect to receive his accrued benefit unreduced at age 65 or, alternatively, to receive a reduced benefit commencing on the first day of any month following termination of employment and prior to age 65. The amount of reduction is 0.5% for each of the first 60 months and 0.25% for each of the next 60 months that benefits commence prior to the executive’s normal retirement date (resulting in a 45% reduction at age
55, the earliest retirement age under the plans). However, there is no reduction for early retirement prior to the normal retirement date if the sum of the executive’s age and years of creditedvested service at the benefit commencement date equals or exceeds 80.
LATE RETIREMENT BENEFITS

Late Retirement Benefits.Effective December 31, 2013, the BEP was amended to specify the manner in which actuarial increases would be applied to benefits for executives postponing retirement beyond April 1st1st of the year in which the executive reaches age 701/⁄2. The only NEO covered by the BEP who has currently postponed retirement beyond April 1st of the year in which he reached age 70 1/2 is Mr. Lipkin.


401(k) PLAN
Under the 401(k)

2023 Nonqualified Deferred Compensation

Deferred Compensation Plan Valley matches the first four percent (4%) of salary contributed by an employee each pay period, and 50% of the next 2% of salary contributed, for a maximum matching contribution of five percent (5%), with an annual limit of $13,500 in 2017.

2017 NONQUALIFIED DEFERRED COMPENSATION
DEFERRED COMPENSATION PLAN
Effective January 1, 2017,. Valley established the Valley National Bancorp Deferred Compensation Plan (the "Plan") for the benefit of certain eligible employees.employees in 2017. The Plan is intended to constitute a nonqualified, unfunded plan for federal tax purposes and for purposes of Title I of ERISA. TheDeferred Compensation Plan is maintained for the purpose of providing deferred compensation for selected employees participating in the 401(k) Plan whose contributions are limited as a result of the limitations under Section 401(a)(17) of the Code on the amount of compensation which can be taken into account under the 401(k) Plan. Each of our NEOs participatesparticipated in the Plan.

Deferred Compensation Plan in 2023. Under the 401(k) Plan, Valley matches the first 4% of salary contributed by an employee each pay period, and 50% of the next 2% of salary contributed, for a maximum matching contribution of 5%, with an annual limit of $16,500 in 2023.

Participant Deferral Contributions. Each participant in the Deferred Compensation Plan is permitted to defer, for that calendar year, up to five percent (5%)5% of the portion of the participant’s salary and cash bonus above the limit in effect for that calendar year under the Company'sCompany’s 401(k) Plan. The Compensation Committee has the authority to change the deferral percentage, but any such change only applies to calendar years beginning after such action is taken by the Compensation Committee. No deferrals may be taken until a participant’s salary and bonus for such calendar year is in excess of the limit in effect under the Company'sCompany’s 401(k) Plan.


Company Matching Contributions. Each calendar year, it is expected the Company will match 100% of a participant’s deferral contributions under the Deferred Compensation Plan that do not exceed five percent (5%)5% of the participant’s salary and bonus. A


382018 Proxy Statement



Participant shall vest participant vests in the Company Matching Contributionmatching contribution after two years of participation incontinuous employment at the Plan.

Company.

Earnings on Deferrals.Deferrals. Participants’ deferral contributions and company matching contributions will be adjusted at the end of each calendar year by an earnings factor, which for 2023 was an amount equal to the one-month LIBOR Secured Overnight Financing Rate average for the applicable calendar year plus 200the Alternative Reference Rates Committee spread adjustment of 11.448 basis points plus 300 basis points, multiplied by the balance in the participant’s notional account at the end of the calendar year. Based on this earnings factor, a portion of the earnings under the Deferred Compensation Plan is considered “above-market,” which is defined under SEC rules as interest which exceeds 120% of the applicable federal long-term rate, with compounding at the rate that corresponds to the rate under the plan at the time the interest rate is set. The Compensation Committee may adjustsets the earnings rate prospectively.factor each year.

612024 Proxy Statement


ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Amount, Form and Time of Payment. Payment.The amount payable to the participant will equal the amount credited to the participant’s account as of his or her separation from service with Valley, net of all applicable employment and income tax

withholdings. The benefit will be paid to the participant in a single lump sum within thirty dayssix months following the earlier to occur of the participant’s separation from service with Valley or the date on whichof a change in control occurs,CIC, and will represent a complete discharge of any obligation under the Deferred Compensation Plan.











The following table below shows each NEO's deferred compensation planNEO’s Deferred Compensation Plan activity during 20172023 and in the aggregate:

NameNEO Contribution in 2017Valley's Contribution in 2017*Aggregate Earnings in 2017*Aggregate Withdrawals/DistributionsAggregate Balance at 12/31/2017
Gerald H. Lipkin$42,675
$42,675
$2,657
$0
$88,007
Ira Robbins22,702
22,702
1,413
0
46,817
Alan D. Eskow15,081
15,081
939
0
31,101
Rudy E. Schupp22,702
22,702
1,413
0
46,817
Ronald H. Janis10,635
10,635
662
0
21,932
_________     
* Included in the Summary Compensation Table above, under "All Other Compensation" for 2017.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

Name

NEO
Contribution
in 2023		Valley’s
Contribution
in 2023*		Aggregate
Earnings
in 2023*		Aggregate
Withdrawals/
Distributions		Aggregate
Balance at
12/31/2023
      

Ira Robbins

$108,625$108,625$93,325$—$1,232,853
      

Michael D. Hagedorn

 40,050 40,050 21,778 — 287,699
      

Thomas A. Iadanza

 62,750 62,750 43,046 — 568,646
      

Raja A. Dakkuri

 28,900 28,900 4,734 — 62,534
      

Joseph V. Chillura

 31,850 31,850 22,042 — 291,181

*

Valley’s matching contributions and the NEO’s above-market earnings (as defined by SEC rules) under the Deferred Compensation Plan in 2023 are included in the Summary Compensation Table above under “All Other Compensation” and “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” respectively.

Other Potential Post-Employment Payments

Valley and the Bank are parties to severance and change in controlCIC arrangements with Messrs. Robbins, Eskow and Janis and a retirement term sheet with Mr. Lipkin.  The following discussion describes the agreements currently in place with eachcertain of our named executive officers.


In connection with his retirement as CEO on December 31, 2017, the BoardThe following discussion describes those agreements currently in place.

Severance Agreements

Only two of our executives, Mr. Robbins and various CommitteesMr. Iadanza, are provided enhanced severance protection outside of the Board clarified Mr. Lipkin’s role after his retirement in a term sheet. The term sheet provides that after his retirement, Mr. Lipkin would continue as an employee until the 2018 Annual Meeting at his current salary, he would receive cash bonuses and equity awards for his service in 2017, a pro-rata cash bonus for his services in 2018 and the post retirement provisions in his severance agreement would continue except for those relatingCIC scenario. Our other executives are entitled to severance pay. The term sheet also providedbenefits under our severance plan that he would be renominated as a director for election at the 2018 Annual Meeting and continue as Chairman of the Board until the 2019 Annual Meeting. It


also provided that upon his reelection to the Board at the 2018 Annual Shareholders meeting he would be paid the standard non-management director fees, plus $150,000 for service as Chairman and $350,000 for making himselfis generally available to assist and consult with the CEO and other senior staff at the CEO’s request. all eligible employees.

The term sheet also provided for continuationseverance agreements of certain of his business-related perquisites. By its terms Mr. Lipkin’s change in control agreement ceases after he is no longer an employee of the Company.

Mr. Schupp retired on January 15, 2018 and thus his employment and change in control agreements have lapsed, except as set forth below.
SEVERANCE AGREEMENT PROVISIONS
In the event of termination of employment without cause, the severance agreement with Mr. Eskow provides for a lump sum payment equal to twelve months of base salary as in effect on the date of termination, plus a fraction of the NEO’s most recent annual cash bonus, which is equal to (a) the number of months which have elapsed in the current calendar year divided by (b) 12. Mr. Robbins’Robbins and Mr. Janis'Iadanza provide for the following severance agreements, provide,benefits in the event of termination of employment without cause, a lump sum payment equal to twenty four months of base salary as in effect on the date of


cause:

2018 Proxy Statement39• a lump sum payment equal to (i) twenty-four months of base salary as in effect on the date of termination plus (ii) one times his most recent annual cash bonus, and (iii) a fraction of the individual’s most recent annual cash bonus calculated based on the number of months employed in the year of termination;

•a lump sum cash payment in place of medical benefits equal to 125% of total monthly premium payments under COBRA reduced by the amount of the required employee contribution, multiplied by 36; and

•a lump sum life insurance benefit equal to 125% of our share of the premium for three years of coverage, based on the coverage and rates in effect on the date of termination.
termination, plus the sum of one times his most recent annual cash bonus and a fraction of his most recent annual cash bonus calculated in the same manner referenced above.

No severance payment is made under the severance agreements if the NEO receives severance under a change in controlCIC agreement (described below). Under Mr. Janis' severance agreement, his equity awards would also vest as if he retired.

For the purpose of the severance agreements, “cause” means willful and continued failure to perform employment duties after written notice specifying the failure, willful misconduct causing material injury to us that continues after written notice specifying the misconduct, or a criminal conviction (other than a traffic violation), drug abuse or, after a written warning, alcohol abuse or excessive absence for reasons other than illness.

Under the severance agreements with Messrs. Robbins, Eskow and Janis, we provide the NEOs with a lump sum cash payment in place of medical benefits. The payment is 125% of total monthly premium payments under COBRA reduced by the amount of the employee contribution normally made for the health-related benefits the NEO was receiving at termination of employment, multiplied by 36. COBRA provides temporary continuation of health coverage at group rates after termination of employment. Under the severance agreements with these NEOs, we also provide a lump sum life insurance benefit equal to 125% of our share of the premium for three years of coverage, based on the coverage and rates in effect on the date of termination.

Under these agreements, each NEOofficer is required to keep confidential all confidential information that he obtained in the course of his employment with us and is also restricted from competing with us in certain states during the term of his employment with us and for a period after termination of his employment.

622024 Proxy Statement

In connection with the acquisition of 1st United Bank, where Mr. Schupp served as CEO, Valley entered into an employment agreement with Mr. Schupp for him to serve as the President of the Florida Division of the Bank. The agreement had a three-year term, expiring on November 1, 2017. Mr. Schupp’s Employment Agreement was extended on October 31, 2017 for another year until October 31, 2018. The extension provided that if Mr. Schupp retired his retirement would be treated as a qualified retirement under the Company’s stock plans so that his previously granted equity awards would vest and he would still be entitled to a cash bonus and equity award for his service

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Change in 2017. The extension agreement also reiterated that the 15-year post employment health and lump sum life insurance benefits provided for in his employment agreement would be honored. Mr. Schupp retired on January 15, 2018.

CHANGE IN CONTROL ("CIC") AGREEMENT PROVISIONS
Control Agreements

Each of Messrs. Eskow, Robbins and Janisour executive officers is a party to a CIC Agreement. Mr. Lipkin and Mr. Schupp'sagreement. Under the CIC Agreements terminated or will terminate upon their respective retirement dates. If one of these NEOsagreements, if the officer is terminated without cause“cause” or resigns for good reason“good reason” following a “change in control” (as such terms are defined in the CIC agreements) during the contract period (which is defined as the period beginning on the day prior to the CIC and ending on the earlier of (i) the third anniversary of the CIC or (ii) the NEO’s death), the NEO would receive three times the highest annual salary and non-equity incentive received in the three years prior to the CIC. a lump sum cash payment equal to:

•in the case of the CEO, three times (3x) the sum of salary and the highest non-equity incentive received in the three years prior to the CIC; and

•in the case of the other NEOs, two times (2x) the sum of salary and the highest non-equity incentive received in the three years prior to the CIC.

The NEOsofficers would also receive payments fora lump sum cash payment in place of medical and life insurance identicaldental benefits equal to three times (3x) their aggregate annual premium amounts minus any required employee contribution, each as in effect at the benefits described above under “Severance Agreement Provisions.” Certaintime of thetermination. The CIC Agreementsagreements also provide for a lump sum cash payment upon termination due to death or disability during the contract period equal to for Mr. Eskow,one-twelfth of the executive’s highest annualbase salary paid to him during any calendar year in the three years preceding the CIC, and for Mr. Robbins and Mr. Janis, one-twelfth of this amount.

Payments under the CIC Agreements are triggered by the specified termination events following a “change in control.” The events defined in the agreements as a change in control are:
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 common stock), unless, after the happening of either event, 60% or more of the directors of the merged company, or of our new parent company, are people who were serving as our directors on the day before the first public announcement about the event;

402018 Proxy Statement



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.
“Cause” for termination of an NEO’s employment under the CIC Agreements means his willful and continued failure to perform employment duties, willful misconduct in office causing material injury to the Company, a criminal conviction, drug or alcohol abuse or excessive absence. “Good reason” for a NEO’s voluntary termination of employment under the CIC Agreements means any of the following actions by us or our successor:
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 CIC.

280G Excise Tax – Net Best Provision

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.
PARACHUTE PAYMENT REIMBURSEMENT
Mr. Eskow is entitled to receive a tax “gross-up” payment in the event that payments to such executive following a change in control of Valley exceed the limit provided under Section 280G of the Internal Revenue Code.  Since the execution of the change in control agreements of Mr. Eskow, Valleyhas adopted a policy prohibiting tax “gross-up”“gross-up” payments. The tax “gross-up” payment provisions were in effect prior to adoptionNone of such policy and thus remain in effect. Mr. Robbins and Mr. Janisour executive officers are not entitled to receive tax gross-up payments under their agreements. Mr. RobbinsEach of our NEOs has a net best provision in his change in control agreementtheir CIC agreements whereby hethey would be entitled to the greater after-tax benefit of eithereither: (i) histheir full change in control paymentCIC payments and benefits less any 280G excise tax, the payment of which would be histheir responsibility, or (ii) his change in control paymenttheir CIC payments and benefits cut back to the amount that would not result in 280G excise tax. Mr. Janis has a cut back provision which would bring his total 280G parachute payment to the Section 280G limit.
PENSION PLAN PAYMENTS
The present value of the benefits to be paid to each NEO who is a participant in our pension plans following termination of employment over his estimated lifetime is set forth in the table below. Each such NEO receives three years additional service under the BEP upon termination without cause or resignation for good reason occurring during their change in control contract period. Present values of the BEP and Pension Plan were determined as of January 1, 2018 based on RP-2014 White Collar Tables projected generationally with Scale MP-2015, and interest at an annual effective rate of 4.11% compounded annually for the pension plan and the BEP.
EQUITY AWARD ACCELERATION

Equity Award Acceleration

In the event of a change in control or termination of employment as a result of death, all restrictions on an NEO’s equity awards will immediately lapse (for performance based restricted stock units,performance-based RSUs, all restrictions will lapse with respect to the target amount of shares).

In the case of retirement (as defined), all restrictions will lapse on outstanding time based restricted stocktime-based RSU awards and performance based restricted stock unitperformance-based RSU awards will remain outstanding and vest in accordance with the original vesting schedule based on actual performance. However, with respect to awards granted in 2019 and thereafter, awards outstanding for less than one year at the time of retirement will only vest pro rata based on the number of months the award was outstanding divided by 12.

In the event of a CIC, if the NEO within two years thereafter resigns for good reason or is terminated without cause, the NEO’s outstanding equity awards will vest (for performance-based RSUs, all restrictions will lapse with respect to the target amount of shares). For awards made under the 2016 and 2009 LTSIP,Long-Term Stock Incentive Plan, a minimum of 50% of any accelerated equity award must be retained by the NEO for a period of 18 months or in some cases 24 months.

Upon termination of employment for any other reason (other than termination due to disability which may be treated differently), NEOs will forfeit all shares whose restrictions have not lapsedunvested equity awards unless otherwise provided.



2018 Proxy Statement41

SEVERANCE BENEFITS TABLE

Pension Plan Payments

The present value of the benefits to be paid to Mr. Robbins following termination of employment over his estimated lifetime is set forth in the Severance Benefits Table below. Mr. Robbins receives three years additional service under the BEP upon termination without cause or resignation for good reason occurring during his CIC contract period. Present values of the BEP and Pension Plan were determined as of January 1, 2024 based on PRI-2012 White Collar Tables projected generationally with Scale MP-2021, and interest at an annual effective rate of 6.05% compounded annually for the pension plan and the BEP.

Severance Benefits Table

The table set forth below illustrates the severance amounts and benefits that would be paid to each of the current NEOs, if he had terminated employment with the Bank on December 31, 2017,29, 2023, the last business day of the most recently completed fiscal year, under each of the following retirement or termination circumstances: (i) death; (ii) dismissal for cause, (iii) retirement or resignation; (iii) dismissal without cause; and (iv) dismissal without cause or resignation for good reason following a change in controlCIC of Valley on December 31, 2017.29, 2023. Upon dismissal for cause, the NEOs would receive only their salary through the date of termination and their vested BEP and pension benefits. These payments are considered estimates as of specific dates as they contain some assumptions regarding stock price, life expectancy, salary and non-incentive compensation amounts and income tax rates and laws. Mr. Lipkin retired as CEO on December 31, 2017; his post-retirement benefits are described under the previous section. Mr. Lipkin's continuing pension, benefit equalization plan benefits and acceleration of equity awards are described below. Mr. Schupp retired effective January 15, 2018, and the benefits he received are described under the previous sections. Mr. Schupp's continuing welfare benefits and his acceleration of equity awards are described below.


632024 Proxy Statement
Executive Benefits and Payments Upon TerminationDeathRetirement or
Resignation		Dismissal
Without Cause (3)		Dismissal without Cause or
Resignation for Good Reason
(Following a Change in Control)
Mr. Lipkin    
Amounts payable in full on indicated date of termination:    
Severance – Salary componentN/A
N/A
N/A
N/A
Severance – Non-equity incentiveN/A
N/A
N/A
N/A
Restricted stock awards$932,438
$932,438
$0
$932,438
Performance restricted stock unit awards (2)2,810,128
2,810,128
0
2,810,128
Deferred compensation85,350
85,350
85,350
85,350
Welfare benefits lump sum payment48,991
48,991
48,991
46,384
“Parachute Penalty” tax gross-up (1)N/A
N/A
N/A
N/A
Sub Total3,876,907
3,876,907
134,341
3,874,300
Present value of annuities commencing on indicated date of termination:  
Benefit equalization plan (3)8,730,725
8,730,725
8,730,725
10,964,498
Pension plan (3)2,395,773
2,395,773
2,395,773
2,395,773
Total$15,003,405
$15,003,405
$11,260,839
$17,234,571
Mr. Robbins    
Amounts payable in full on indicated date of termination:    
Severance – Salary component$0
$0
$1,500,000
$2,250,000
Severance – Non-equity incentive0
0
250,000
1,350,000
Restricted stock awards482,965
0
0
482,965
Performance restricted stock unit awards (2)1,073,720
0
0
1,073,720
Deferred compensation45,404
45,404
45,404
45,404
Welfare benefits lump sum payment75,489
0
75,489
77,435
“Parachute Penalty” tax gross-upN/A
N/A
N/A
N/A
Sub Total1,677,578
45,404
1,870,893
5,279,524
Present value of annuities commencing on indicated date of termination:   
Benefit equalization plan (2)0
0
0
212,184
Pension plan (2)294,773
294,773
294,773
294,773
Total$1,972,351
$340,177
$2,165,666
$5,786,481
Mr. Eskow    
Amounts payable in full on indicated date of termination:   
Severance – Salary component$0
$0
$575,000
$1,725,000
Severance – Non-equity incentive0
0
0
750,000
Restricted stock awards514,740
514,740
0
514,740
Performance restricted stock unit awards (2)1,040,509
1,040,509
0
1,040,509
Deferred compensation30,163
30,163
30,163
30,163
Welfare benefits lump sum payment11,250
0
11,250
11,250
“Parachute Penalty” Tax gross-upN/A
N/A
N/A
2,133,080
Sub Total1,596,662
1,585,412
616,413
6,204,742
Present value of annuities commencing on indicated date of termination:   
Benefit equalization plan (3)1,701,695
1,701,695
1,701,695
2,044,627
Pension plan (3)808,473
808,473
808,473
808,473
Total$4,106,830
$4,095,580
$3,126,581
$9,057,842

 422018

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Ira Robbins

     

Executive Benefits and Payments Upon Termination

DeathDismissal
for Cause		Retirement
or
Resignation		Dismissal w/o
Cause		Dismissal w/o
Cause or
Resignation for
Good Reason
Following CIC
      

Amounts Payable in full on indicated date of termination

      

Severance – Salary Component(1)

$—$—$—$2,000,000$1,524,977(2) 
            

Severance – Non-Equity Incentive

$—$—$—$1,462,500$4,387,500
      

Time-Based RSU Awards

$1,155,917$—$—$—$1,155,917
      

Performance-Based RSU Awards(3)

$3,448,278$—$—$—$3,448,278
      

Deferred Compensation

$1,232,853$1,232,853$1,232,853$1,232,853$1,232,853
      

Welfare Benefits Lump Sum Payment

$102,173$—$—$102,173$104,385
      

Automobile & Club Dues(4)

$—$—$—$—$85,670
      

“Parachute Penalty” Tax Gross Up

 N/A N/A N/A N/A N/A
      

Sub Total:

$5,939,221$1,232,853$1,232,853$4,797,526$11,939,580
      

Present Value of Annuities commencing on indicated date of termination

      

Benefit Equalization Plan

$—$—$—$—$36,347
      

Pension

$167,488$167,488$167,488$167,488$167,488
      

Total:

$6,106,709$1,400,341$1,400,341$4,965,014$12,143,415

Michael D. Hagedorn

     

Executive Benefits and Payments Upon Termination

DeathDismissal
for Cause		Retirement
or
Resignation		Dismissal w/o
Cause		Dismissal w/o
Cause or
Resignation for
Good Reason
Following CIC
      

Amounts Payable in full on indicated date of termination

      

Severance – Salary Component(1)

$—$—$—$158,846$659,276(2) 
            

Severance – Non-Equity Incentive

$—$—$—$—$1,002,000
      

Time-Based RSU Awards

$329,308$—$—$—$329,308
      

Performance-Based RSU Awards(3)

$957,733$—$—$—$957,733
      

Deferred Compensation

$287,699$287,699$287,699$287,699$287,699
      

Welfare Benefits Lump Sum Payment

$—$—$—$4,081$51,256
      

Automobile & Club Dues(4)

$—$—$—$—$38,328
      

“Parachute Penalty” Tax Gross Up

 N/A N/A N/A N/A N/A
      

Sub Total:

$1,574,740$287,699$287,699$450,626$3,325,600
      

Present Value of Annuities commencing on indicated date of termination

 N/A N/A N/A N/A N/A
      

Benefit Equalization Plan

 N/A N/A N/A N/A N/A
      

Pension

 N/A N/A N/A N/A N/A
      

Total:

$1,574,740$287,699$287,699$450,626$3,325,600

642024 Proxy Statement



Executive Benefits and Payments Upon TerminationDeathRetirement or
Resignation		Dismissal
Without Cause (3)		Dismissal without Cause or
Resignation for Good Reason
(Following a Change in Control)
Mr. Schupp    
Amounts payable in full on indicated date of termination:



Severance – Salary componentN/A
N/A
N/A
N/A
Severance – Non-equity incentiveN/A
N/A
N/A
N/A
Restricted stock awards$482,965
$482,965
$0
$482,965
Performance restricted stock unit awards (2)1,073,720
1,073,720
0
1,073,720
Deferred compensation45,404
45,404
45,404
45,404
Welfare benefits continuation (4)471,997
471,997
471,997
471,997
“Parachute Penalty” tax gross-up (1)N/A
N/A
N/A
N/A
Sub Total2,074,086
2,074,086
517,401
2,074,086
Present value of annuities commencing on indicated date of termination:


Benefit equalization planN/A
N/A
N/A
N/A
Pension planN/A
N/A
N/A
N/A
Total$2,074,086
$2,074,086
$517,401
$2,074,086
Mr. Janis    
Amounts payable in full on indicated date of termination:    
Severance – Salary component (5)$0
$0
$1,000,000
$1,477,709
Severance – Non-equity incentive0
0
200,000
600,000
Restricted stock awards0
0
0
0
Performance restricted stock unit awards (2)0
0
0
0
Deferred compensation (6)10,635
10,635
10,635
21,269
Welfare benefits lump sum payment51,798
0
51,798
53,280
“Parachute Penalty” Tax gross-upN/A
N/A
N/A
N/A
Sub Total62,433
10,635
1,262,433
2,152,258
Present value of annuities commencing on indicated date of termination:   
Benefit equalization planN/A
N/A
N/A
N/A
Pension planN/A
N/A
N/A
N/A
Total$62,433
$10,635
$1,262,433
$2,152,258
____________

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

 

Thomas A. Iadanza

     

Executive Benefits and Payments Upon Termination

DeathDismissal
for Cause		Retirement
or
Resignation		Dismissal w/o
Cause		Dismissal w/o
Cause or
Resignation for
Good Reason
Following CIC
      

Amounts Payable in full on indicated date of termination

      

Severance – Salary Component(1)

$—$—$—$1,400,000$1,180,934(2) 
            

Severance – Non-Equity Incentive

$—$—$—$845,000$2,535,000
      

Time-Based RSU Awards

$363,376$—$333,006(5) $—$363,376
      

Performance-Based RSU Awards(3)

$1,056,808$—$—(5) $—$1,056,808
      

Deferred Compensation

$568,646$568,646$568,646$568,646$568,646
      

Welfare Benefits Lump Sum Payment

$74,779$—$—$74,779$75,297
      

Automobile & Club Dues(4)

$—$—$—$—$82,973
      

“Parachute Penalty” Tax Gross Up

 N/A N/A N/A N/A N/A
      

Sub Total:

$2,063,609$568,646$901,652$2,888,425$5,863,034
      

Present Value of Annuities commencing on indicated date of termination

 N/A N/A N/A N/A N/A
      

Benefit Equalization Plan

 N/A N/A N/A N/A N/A
      

Pension

 N/A N/A N/A N/A N/A
      

Total:

$2,063,609$568,646$901,652$2,888,425$5,863,034

Raja A. Dakkuri

Executive Benefits and Payments Upon Termination

DeathDismissal
for Cause		Retirement
or
Resignation		Dismissal w/o
Cause		Dismissal w/o
Cause or
Resignation for
Good Reason
Following CIC
      

Amounts Payable in full on indicated date of termination

      

Severance – Salary Component(1)

$—$—$—$250,000$950,000
      

Severance – Non-Equity Incentive

$—$—$—$—$958,600
      

Time-Based RSU Awards

$220,078$—$—$—$220,078
      

Performance-Based RSU Awards(3)

$785,341$—$—$—$785,341
      

Deferred Compensation

$62,534$62,534$62,534$62,534$62,534
      

Welfare Benefits Lump Sum Payment

$—$—$—$8,162$51,256
      

Automobile & Club Dues(4)

$—$—$—$—$38,328
      

“Parachute Penalty” Tax Gross Up

 N/A N/A N/A N/A N/A
      

Sub Total:

$1,067,953$62,534$62,534$320,696$3,066,137
      

Present Value of Annuities commencing on indicated date of termination

      

Benefit Equalization Plan

 N/A N/A N/A N/A N/A
      

Pension

 N/A N/A N/A N/A N/A
      

Total:

$1,067,953$62,534$62,534$320,696$3,066,137

N/A– Not applicable (a parachute penalty tax gross up is payable only upon a CIC).65  2024 Proxy Statement

(1) Messrs. Lipkin and Schupp's 280G status was not considered due to their retirements.

 

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Joseph V. Chillura

Executive Benefits and Payments Upon Termination

DeathDismissal
for Cause		Retirement
or
Resignation		Dismissal w/o
Cause		Dismissal w/o
Cause or
Resignation for
Good Reason
Following CIC
      

Amounts Payable in full on indicated date of termination

      

Severance – Salary Component(1)

$—$—$—$460,962$1,020,000
      

Severance – Non-Equity Incentive

$—$—$—$—$834,000
      

Time-Based RSU Awards

$227,115$—$—$—$227,115
      

Performance-Based RSU Awards(3)

$660,505$—$—$—$660,505
      

Deferred Compensation

$291,181$291,181$291,181$291,181$291,181
      

Welfare Benefits Lump Sum Payment

$—$—$—$8,162$51,256
      

Automobile & Club Dues(4)

$—$—$—$—$57,255
      

“Parachute Penalty” Tax Gross Up

 N/A N/A N/A N/A N/A
      

Sub Total:

$1,178,801$291,181$291,181$760,305$3,141,312
      

Present Value of Annuities commencing on indicated date of termination

      

Benefit Equalization Plan

 N/A N/A N/A N/A N/A
      

Pension

 N/A N/A N/A N/A N/A
      

Total:

$1,178,801$291,181$291,181$760,305$3,141,312

(2)(1)

In case of death or disability within three years following a CIC, each NEO would receive a cash payment equal to one twelfth his highest annual salary (including any 401(k) plan or DCP deferral) paid in any of the three calendar years immediately prior to the CIC equal to the following amount as of December 31, 2023: Mr. Robbins, $83,333; Mr. Hagedorn, $49,167; Mr. Iadanza, $58,333; Mr. Dakkuri, $41,667; and Mr. Chillura, $42,500.

(2)

The parachute values for Messrs. Robbins, Hagedorn and Iadanza exceed their respective 280G safe harbor limits, and as such, their severance would be cut back under the net best provision in their CIC agreements. The values reflected in the “Severance—Salary Component” have been reduced by the following amounts to reflect the cut-backs: Mr. Robbins, $1,475,023; Mr. Hagedorn, $520,724; and Mr. Iadanza, $919,066.

(3)

Upon death, dismissal without cause upon a change in controlCIC, or resignation for good reason upon a change in control,CIC, unearned performance restricted unitperformance-based RSU awards immediately vest at the target amount.

(4)

Includes the present value of the continuation of the personal use of a company-owned vehicle or monthly auto allowance, as applicable, and driving services and parking (if applicable), and membership in a country club through the contract period following the CIC.

(5)

For time-based RSU awards, all restrictions on such awards lapse upon retirement, with the exception of those RSUs that have been outstanding for less than a year at retirement, in which case, a pro-rated number of such RSUs vest based on the portion of the vesting year that the RSU is outstanding prior to retirement. Upon retirement, all performance-based RSUs (or in the case of performance-based RSUs that have been outstanding for less than a year at retirement, a pro-rated number of such RSUs determined in the same manner as referenced above) remain outstanding and vest, if at all, subject to performance achievement.

662024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION
Pay Versus Performance
2023 Pay Versus Performance Table
The table below reports the compensation of our CEO and the average compensation of the other NEOs as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” (or “CAP”) as calculated pursuant to recently adopted SEC rules, and certain performance measures required by the rules.
   
Average Summary
Compensation
Table Total for
Non-CEO
Named
Executive
Officers ($)
(2)
Average
Compensation
Actually Paid to
Non-CEO Named

Executive Officers
($)
(2)(3)
 
Value of Initial Fixed $100
Investment Based on:
  
Year 
Summary
Compensation
Table Total
for CEO ($)
(1)
Compensation
Actually Paid
to CEO
($)
(1)(3)
Total
Shareholder
Return ($)
Peer Group
Total
Shareholder
Return ($)
(4)
Net
Income
($)
(millions)
Growth in
Tangible
Book Value
(%)
(5)
         
2023
$5,416,463$5,782,420$1,789,482$1,987,653$113$116$499 13.45%
         
2022
$6,010,335$4,461,048$2,609,674$2,462,181$112$116$569 17.47%
         
2021
$5,349,830$7,640,559$1,789,527$2,707,854$131$125$474 16.23%
         
2020
$4,879,048$3,682,555$1,737,946$1,569,427$90$91$391 13.31%
(1)
Reflects compensation for Ira Robbins, who served as our CEO in 2020, 2021, 2022, and 2023.
(2)
Reflects compensation for our other NEOs as follows:
2020: Michael D. Hagedorn, Thomas A. Iadanza, Ronald H. Janis and Robert J. Bardusch
2021: Michael D. Hagedorn, Thomas A. Iadanza, Ronald H. Janis and Joseph V. Chillura
2022: Michael D. Hagedorn, Thomas A. Iadanza, Raja A. Dakkuri and Joseph V. Chillura
2023: Michael D. Hagedorn, Thomas A. Iadanza, Raja A. Dakkuri and Joseph V. Chillura
(3)
To calculate CAP for our CEO and other NEOs, the following adjustments were made to Summary Compensation Table total pay:
  CEOOther NEO Average
Adjustments
 20232022202120202023202220212020
         
Summary Compensation Table Total
$5,416,463$6,010,335$5,349,830$4,879,048$1,789,482$2,609,674$1,789,527$1,737,946
         
Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table
$(2,975,661)$(3,060,578)$(2,633,731)$(2,285,938)$(619,932)$(692,591)$(761,890)$(789,038)
         
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding
$2,750,887$1,921,547$2,837,919$1,497,358$622,504$652,868$944,088$713,297
         
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding
$697,863$(489,698)$1,929,016$(186,348)$174,527$(118,799)$685,641$(72,162)
         
Addition of change in fair value at vesting date versus prior FY end for awards granted in a prior FY that vested during the FY
$(50,611)$79,441$157,525$(56,413)$21,072$11,030$50,488$(20,616)
         
Deduction for change in pension values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table
$(56,521)$—$—$(165,153) —$—$—$—
         
Compensation Actually Paid (CAP)
$5,782,420$4,461,048$7,640,559$3,682,555$1,987,653$2,462,181$2,707,854$1,569,427
The equity awards included above comprise performance share units and restricted share units granted from 2020 through 2023. The following assumptions underpin the fair value calculations. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock unit awards continueunits are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to vest accordingreflect an accrued payout factor consistent with assumptions used for ASC Topic 718 purposes, and the stock price on the relevant measurement date. Stock options are valued using a Black Scholes model as at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes.
(4)
Peer Group used for TSR comparisons reflects the KRX Index.
(5)
The Company has identified GITBV as the Company-selected measure for the pay versus performance disclosure. GITBV was chosen from among the following three financial performance measures that we believe were most important in linking CAP for our CEO and our Other NEOs to Company performance during 2023:
672024 Proxy Statement
Table of Contents
ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION
Tabular List of Company Financial Performance Measures:
Growth in Tangible Book Value
Core Net Income
Relative TSR
Further details on these measures and how they are used in our compensation plans can be found in our Compensation Discussion and Analysis in this Proxy Statement.
The Compensation Committee has chosen GITBV over a three-year period because it believes that this metric is a good indicator of the performance and shareholder value creation of a commercial bank, and the Company has received positive feedback from its investors regarding its use of GITBV in the Company’s incentive compensation program. GITBV, when used herein, means year-over-year growth in tangible book value, plus dividends on common stock declared during the year, excluding OCI recorded during the year. The
add-back
of dividends allows the Compensation Committee to compare our performance to our peers that pay different amounts of dividends. The exclusion of OCI avoids changes in tangible book value related to accounting mechanics and not viewed as tied to financial performance. Consistent with the terms of the award agreements for the RSUs and the 2023 ICP, the Compensation Committee has the authority to adjust the calculation of the GITBV for certain items that are
one-time
in nature. From time to time, the Compensation Committee uses this authority to avoid either rewarding or penalizing executives for certain decisions which may adversely or positively affect the Company’s short-term results. Over the last four years, adjustments to GITBV have primarily related to the schedules set forthimpacts of the acquisitions of The Westchester Bank and BLITA, respectively, including adjustments with respect to merger-related charges, the earnings associated with each acquired bank in their respective award agreements, therefore the same amounts is shownyear of acquisition, and the shares issued in all columns assumingconnection with the target amount is earned.BLITA acquisition. In 2023, the adjustments also include the FDIC special assessment.
Compensation Actually Paid Versus Company Performance
The following charts provide a clear, visual depiction of the
relationships
between CAP for our CEO and the average CAP for our other NEOs, to aspects of Valley’s financial performance.
CEO and Average Other NEO CAP vs Company TSR and
Peer Group TSR
LOGO
CEO and Average Other NEO CAP vs GAAP Net Income
LOGO
(3)Upon dismissal for cause, Messrs. Lipkin and Eskow would receive BEP benefits.
(4)
CEO and Average Other NEO CAP vs Company Selected
Measure
LOGO
Mr. Schupp's welfare benefits continuation is equal to fifteen years of medical and dental coverage assuming cost remains at rates as of 12/31/2017 plus a lump sum payment of $23,277 in lieu of life insurance.
(5)68Mr. 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 $22,291 to reduce Mr. Janis's parachute payments to his 280G limit.
(6)In case of death, retirement or resignation, or dismissal without cause, Mr. Janis would only receive the contributions he made under the Company's deferred compensation plan. In the event of a change-in-control, the Company contributions would vest immediately.2024 Proxy Statement
Table of Contents
ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION
Equity Compensation Plan Information
The table below provides information regarding our equity compensation plans as of December 31, 2023.
Plan Category
Number of shares
to be issued
upon exercise of
outstanding
options and
rights*		Weighted average
exercise price of
outstanding
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
 10,482,698$8.40 12,549,472
    
Equity compensation plans not approved by security holders
 — — —
    
Total
 10,482,698$8.40 12,549,472
*
Amount includes 2,914,829 options outstanding with a weighted average exercise price of $8.40 and 7,567,869 RSUs measured at maximum vesting at December 31, 2023.
692024 Proxy Statement

ITEM 2: ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

CEO PAY RATIO

Beginning with our 2018 proxy statement,Pay Ratio

Under SEC rules, we are required to disclose the pay ratio of our CEO to our median employee under the Dodd-Frank Act and SEC rules.

employee. The pay ratio disclosure below is a reasonable estimate calculated in a manner consistent with SEC rules and guidance.

Under SEC rules, companies are permitted to use the same median employee for three years if we reasonably believe no change occurred that would significantly impact the pay ratio. We have selected a new median employee for our 2023 pay ratio disclosure due to a salary adjustment increase to our prior year median employee’s compensation, resulting in compensation that we reasonably believe is not representative.

Although we selected a new median employee, our calculation methodology for 2023 was the same methodology used to calculate last year’s pay ratio. We identified the median employee for 2017 by examining the 20172023 total W-2 compensation, including 401(k) deferrals, for all individuals, excluding our CEO, who were employed by us on October 13, 2017.20, 2023. We included all employees, whether employed on a full-time, part-time, temporary, or seasonal basis as of that payroll date. We did not make any assumptions, adjustments, or estimates with


respect to such total W-2 reported compensation. We did not annualize the compensation for any full or part time employees that were not employed by us for all of 2017.2023. We believe the use of total W-2 compensation, including 401(k) deferrals, for all employees is a consistently applied compensation measure.
After identifyingmeasure that reasonably reflects the median employee based uponannual compensation of employees.

We calculated the methodology described above, we calculated annual total compensation for suchthe median employee usingin the same methodologymanner we used to determine the annual total compensation of our NEOs for our CEO and other named executive officers2023, as set forth in the 2017 Summary Compensation Table in this proxy statement. Table.

The annual total



2018 Proxy Statement43

compensation in 20172023 for our median employee using this methodology was $48,271.
$87,750.81.

The annual total compensation in 20172023 for our CEO using this methodology is shown in the Summary Compensation Table and was $4,844,838.

$5,416,463.

The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee in 20172023 was 10062 to 1.

702024 Proxy Statement

LOGO

ITEM 3:

Ratification of the Selection of Independent Registered Public Accounting Firm

In accordance with its charter, the Audit Committee is directly responsible for the selection of the independent registered public accounting firm retained to audit the Company’s financial statements as well as monitoring the performance, qualifications, and independence of that firm. The Audit Committee has selected KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024. As a matter of good corporate governance, the Board is requesting that our shareholders ratify KPMG’s appointment. KPMG has served as the Company’s independent registered public accounting firm continuously since 2008. If shareholders do not ratify the appointment of KPMG, the Audit Committee will consider the shareholders’ action in determining whether to appoint KPMG as our independent auditor for 2024.

Before selecting KPMG for 2024, the Audit Committee considered KPMG’s qualifications as an independent registered public accounting firm. This included a review of KPMG’s performance in prior years, its knowledge of the Company and its operations, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under rules of the SEC on auditor independence, including the nature and extent of non-audit services, to ensure that the provision of such services will not impair the independence of the auditors. In addition, the Audit Committee interviews and approves the selection of KPMG’s new lead engagement partner with each rotation.

The fees billed for services rendered to us by KPMG for the years ended December 31, 2023 and 2022 were as follows:

   2023  2022 
   

Audit fees

 $3,345,000  $3,165,000 
   

Audit-related fees(l)

 $180,000  $473,200 
   

Total

 $3,525,000  $3,638,200 

(1) Audit-related services consist of fees incurred related to U.S. Department of Housing and Urban Development and Uniform Single Attestation Program audits in 2023 and 2022, for professional services rendered in connection with the issuance of subordinated debt in September 2022, limited assurance services pertaining to the Sustainable Financing Impact Report, and issuances of consents throughout 2022 and 2023.

The Audit Committee maintains a policy concerning the pre-approval of audit and non-audit services to be provided by its independent registered public accountants to Valley. The policy requires that all services to be performed by KPMG, including audit services, audit-related services and permitted non-audit services, be pre-approved by the Audit Committee. Specific services being provided by the independent accountants are regularly reviewed in accordance with the pre-approval policy. At each subsequent Audit Committee meeting, the Audit Committee receives updates on the services actually provided by the independent registered public accountants, and management may also present additional services for pre-approval.

All services rendered by KPMG are permissible under applicable laws and regulations, and the Audit Committee pre-approved all audit, audit-related, and non-audit services performed by KPMG during fiscal 2023. Representatives of KPMG will be available at the Annual Meeting and will have the opportunity to make a statement and answer appropriate questions from shareholders.

The Audit Committee requests that shareholders ratify the selection of KPMG.

The Board recommends a vote “FOR” the

ratification of the selection of KPMG as Valley’s independent registered

public accounting firm for the fiscal year ending December 31, 2024.

712024 Proxy Statement

ITEM 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of the Audit Committee

February 21, 2024

To the Board of Directors of Valley National Bancorp:

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent registered public accounting firm, KPMG LLP (“KPMG”), performs an annual independent audit of the financial statements and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles.

The following is the report of the Audit Committee with respect to the audited financial statements for fiscal year 2023. With respect to fiscal year 2023, the Audit Committee has:

•reviewed and discussed Valley’s audited financial statements with management and KPMG;

•discussed with KPMG the scope of its services, including its audit plan;

•reviewed Valley’s internal control procedures;

•discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission;
If
•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

•approved the audit and non-audit services provided during fiscal year 2023 by KPMG.

Based on the foregoing review and discussions, the Audit Committee approved the audited financial statements included in our Annual Report on Form 10-K for fiscal year 2023.

Pursuant to Section 404 of the Sarbanes-Oxley Act, management is required to prepare as part of the Company’s 2023 Annual Report on Form 10-K, a report by management on its assessment of the Company’s internal control over financial reporting, including management’s assessment of the effectiveness of such internal control. KPMG is also required by Section 404 to prepare and include as part of the Company’s 2023 Annual Report on Form 10-K, the auditors’ attestation report on management’s assessment.

During the course of 2023, management regularly discussed the internal control review and assessment process with the Audit Committee, including the framework used to evaluate the effectiveness of such internal control, and at regular intervals updated the Audit Committee on the status of this process and actions taken by management to respond to issues identified during this process. The Audit Committee also discussed this process with KPMG. Management’s assessment report and the auditor’s attestation report are included as part of the 2023 Annual Report on Form 10-K.

Eric P. Edelstein, Chairman

Andrew B. Abramson

Peter V. Maio

Kathleen C. Perrott

Jennifer W. Steans

Dr. Sidney S. Williams, Jr.

722024 Proxy Statement

LOGO

ITEM 4:

Shareholder Proposal

Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY 11021, the beneficial owner of at least 500 shares of our common stock, has advised the Company that he intends to propose a resolution at the Annual Meeting. Mr. Steiner has appointed John Chevedden and/or his designee to act on his behalf in matters relating to the proposed resolution. In accordance with SEC rules, the text of the resolution and supporting statement are set forth below, printed verbatim from the submission.

For the reasons set forth in the Statement in Opposition immediately following the shareholder proposal, our Board recommends that you vote AGAINST this proposal.

Proposal 4 — Shareholder Opportunity to Vote on Excessive Golden Parachutes

LOGO

Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to Section 16 Officers.

Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.

Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests.

This proposal is especially relevant because golden parachutes limits are not addressed in the Valley National Bancorp Corporate Governance Guidelines.

This proposal is relevant even if there are current informal golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.

This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.

732024 Proxy Statement

ITEM 4: SHAREHOLDER PROPOSAL

This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.

The topic of this proposal received between 51% and 65% support at:

FedEx

Spirit AeroSystems

Alaska Air

Fisery

Please vote yes:

Shareholder Opportunity to Vote on Excessive Golden Parachutes — Proposal 4

The Board’s Statement in Opposition to the Shareholder Proposal

The Board has given careful consideration to the shareholder proposal and has concluded for the reasons set forth below that adoption of this proposal is not in the best interests of Valley and its shareholders. Accordingly, the Board recommends a vote “AGAINST” this proposal.

Valley’s executive compensation program effectively aligns executive and shareholder interests and provides reasonable and appropriate post-termination compensation with regard to both cash severance and treatment of equity. With regard to cash severance, these payments are already limited to a two-times (2x) severance multiplier, with one exception: our CEO has an insignificantly higher three-times (3x) severance multiplier solely in connection with his change in control severance.

Our executive compensation program effectively aligns executive and shareholder interests and provides reasonable and appropriate post-termination compensation with regard to both cash severance and treatment of equity. Valley’s severance arrangements have been approved by the Compensation Committee in consultation with our independent compensation consultant based on a review of market data. This review confirmed that the severance multipliers offered by Valley, as set forth below, are generally consistent with Valley’s peer group median.

Only two of our executive officers, our CEO and our President, have enhanced severance protection outside of a change in control (“CIC”). Upon a termination without cause, each is entitled to cash severance equal to two times (2x) base salary, plus one times (1x) prior year bonus, plus a prorated partial year cash bonus amount (“pro-rated bonus amount”).

Each of our executive officers is a party to a Change in Control Agreement (“CICA”) with the Company that provides for the following cash severance payment upon a qualifying termination of employment:

•CEO: three times (3x) the highest base salary plus annual bonus in the three years preceding the CIC

•President & SEVPs: two times (2x) the highest base salary plus annual bonus in the three years preceding the CIC
•EVPs: two times (2x) the highest base salary in the three years preceding the CIC, plus a pro-rated bonus amount

For more information regarding our executive severance arrangements and other benefits provided thereunder, see “Other Potential Post-Employment Payments” on page 62 of this Proxy Statement.

As part of our emphasis on pay-for-performance, the largest percentage of our executive officers’ target total direct compensation is in the form of equity incentive awards. The vesting of our equity awards is governed by the terms of our award agreements which provide that unvested awards are forfeited upon a termination of employment other than death, retirement (as defined), or upon a double trigger event in connection with a CIC – i.e., the executive is terminated by the Company without cause or terminates his or her employment for good reason within a specified period following a CIC.

Our limited equity acceleration provisions are available to all employees eligible for equity awards in a broad-based manner, and our executive officers are not entitled to special or enhanced equity acceleration benefits. Additionally, these limited acceleration provisions are appropriate and consistent with market practice. In the event of a CIC, these provisions are designed to incentivize our executive officers to remain with the Company and maximize value for our shareholders.

742024 Proxy Statement

ITEM 4: SHAREHOLDER PROPOSAL

The proposal would unduly restrict our Compensation Committee’s ability to structure our executive compensation program.

Our Compensation Committee is responsible for the oversight and approval of our executive compensation program, including severance arrangements. The decision of whether, and how, to offer severance benefits is made by considering, at that time, our executive compensation philosophy, the businesses and markets in which we compete for executive talent, the comparative data provided by our independent compensation consultant, and the long-term business strategy and priorities of Valley.

We believe that our Compensation Committee, which is composed entirely of independent directors and which regularly consults with its independent compensation consultant, is best positioned to oversee the design and structure a compensation program that addresses Valley’s needs and its strategic, operational, and financial goals. Imposing a cap on potential termination payments or otherwise requiring shareholder approval would unduly limit the necessary flexibility and discretion of the Compensation Committee to approve severance arrangements that best serve the interests of the Company and its shareholders.

The proposal discourages the use of long-term incentive awards by including these awards in the calculation of the proposed limit on termination payments.

The purpose of our long-term equity incentive compensation, paid health insurancein the form of time-based RSUs and performance-based RSUs, is factoredto focus our executives on increasing shareholder value by incentivizing their contribution to the Company’s long-term growth and performance. The use of time-based RSUs promotes retention of our key executives, and the use of performance-based RSUs strongly supports our pay-for-performance compensation structure and the alignment of our executives’ interests with those of our shareholders.

The adoption of this proposal would potentially trigger a shareholder approval or ratification requirement in order for bothour executives to realize the median employeefull value of their equity awards, even upon involuntary termination events and retirements. In addition, because the future value of equity awards is unknown at the time of grant, Valley would face additional uncertainty as to when the approval policy would apply with respect to any equity acceleration. As a result, the Board believes that the practical effect of the proposal would be to discourage the use of long-term equity incentive awards which directly conflicts with the pay-for-performance objective of our executive compensation program.

As a bank, Valley is already required to comply with bank regulatory requirements that caution against excessive severance.

Applicable regulatory guidance specifically cautions that a banking organization should ensure that the structure and terms of any severance arrangement entered into by the organization do not encourage imprudent risk-taking and are appropriate from a safety and soundness perspective. We believe our severance arrangements are consistent with such regulatory guidance.

The request made by the proposal is overly restrictive and could place Valley at a competitive disadvantage by limiting our ability to attract, retain and motivate talented, highly qualified and effective executives.

Valley competes for employees across its various markets, and our CEO,compensation program is designed to remain competitive with the ratio declinesmarket standard to 92attract, retain and motivate talented, highly qualified and effective executives. Each element of compensation, including our equity incentive awards and our severance arrangements, is intended to 1.

ITEM 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reformachieve this critical goal, and Consumer Protection Act (the “Dodd-Frank Act”), Valley’s shareholdersa recent comparison of peer group severance practices confirms that our severance arrangements are, entitled to vote at the Annual Meeting to approve the compensationin fact, competitive with those of our named executive officers, as disclosedpeers.

Particularly during volatile economic times, key employees need the assurance that they can depend upon the severance arrangements that have been promised to them. If informed that the terms of their compensation arrangements, including severance benefits and equity acceleration, may ultimately be subject to shareholder approval, talented employees may choose to leave, and highly qualified job candidates may seek employment elsewhere, including at a competitor that does not have similar restrictions in place. The delays and uncertainty of requiring a shareholder vote (particularly in the event of having to call a special shareholder meeting to seek such a vote) on severance arrangements that are otherwise comparable to Valley’s peers could significantly limit Valley’s ability to attract and retain talented, highly qualified and effective executives.

The proposal is unnecessary because shareholders already have opportunities to express their approval or disapproval of our post-termination compensation policies through our shareholder outreach program and say-on-pay votes. Additionally, SEC rules already require a separate advisory vote on “golden parachute compensation” in the event of a change in control of Valley.

As described above in this proxy statement commonly referred to as a "say-on-pay vote." Pursuant to the Dodd-Frank Act, theunder “Corporate Governance – Engagement,” we solicit investor feedback through our annual shareholder voteengagement program where we seek investor input on, among other topics, our executive compensation isprogram. Our current severance arrangements have not been raised as an advisory vote only and is not binding on Valley orarea of concern in any of our recent engagements.

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ITEM 4: SHAREHOLDER PROPOSAL

In addition, our shareholders have the Boardopportunity to express their approval of Directors. We currently hold an annual say-on-pay vote.

The Company’s goal for its executive compensation program is to reward executives who provide leadership for and contribute to our financial success. The Company seeks to accomplish this goal in a way that is aligned with the long-term interests of the Company’s shareholders. The Company believes that its executive compensation program satisfies this goal.
The Compensation Discussion and Analysis beginning on page 22 of this Proxy Statement, describes the Company’s executive compensation program and practices annually with the decisions made by the Compensation and Human Resources Committee in 2017 and early 2018.
The Company requests shareholder approval of the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and related narrative discussion).
As an advisory vote this proposal is not binding upon the Board of Directors or the Company. However, the Compensation and Human Resources Committee, which is responsible for designing and administering the Company’son executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for named executive officers.compensation. In 2017, approximately 97%2023, over 98% of the shares voted on theour say-on-pay proposal
were voted in favor of the Company’s executive compensation program.
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).


442018 Proxy Statement



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members

Additionally, SEC rules already require a separate advisory vote by shareholders of golden parachute compensation agreements or arrangements payable to named executive officers in connection with CIC transactions. If we were to undergo a CIC, shareholders would have the Compensationopportunity to vote on an advisory basis on any golden parachute arrangements with our executives.

We believe these avenues of communication are the most effective method of providing shareholders with a voice on our executive compensation program. Requiring additional shareholder approval of specific elements of our compensation program is unlikely to provide shareholders with more effective input and, Human Resources Committee are Gerald Korde, Andrew B. Abramson, Pamela Bronander, Eric P. Edelstein, Michael L. LaRusso, Marc J. Lenner, and Suresh L. Sani. All of the members of the Compensation and Human Resources Committee, or their affiliates, have engaged in loan transactions with the Bank, as discussed below,above, creates other risks, such as potentially jeopardizing our ability to attract and retain highly qualified candidates.

The proposal could create a misalignment between our executives and our shareholders during a CIC transaction which could present increased risk to our shareholders.

The prorated or accelerated vesting of equity awards upon specified events is intended to secure the executives’ continued services in “Certain Transactionsthe event of a CIC, a purpose that further aligns the executives’ interests with Management”. No other relationships required to be reported under the compensation committee interlock rules promulgated by the Securities and Exchange Commission exist with respect to membersthose of our Compensation and Human Resources Committee.

CERTAIN TRANSACTIONS WITH MANAGEMENT
POLICYAND PROCEDURESFORREVIEW, APPROVALORRATIFICATIONOFRELATED PARTY TRANSACTIONS. Our related party transactions between Valley orshareholders when evaluating any such potential transaction.

Without this incentive to retain senior executives during a potential CIC, our ability to deliver maximum shareholder value in such a transaction could be impaired. If the proposal were approved, the risk of its subsidiaries and an executive officer, director or an immediate family member and the companies such persons may own or control or havejob loss following a substantial ownership interest in (collectively "insiders") are governed by our written related party transaction policy. Insiders may use Valley's services or may provide services to Valley. We require our directors and executive officers to completeCIC, coupled with a questionnaire, annually, to provide information specific to related party transactions. We expect our directors and officers to use the services of Valley National Bank.

With respect to the use of the Bank’s services by insiders, loans to insiders by the Bank are governed by Regulation O. Regulation O requires that such loans (i) be madelimit on the same or substantially similar termsvalue that may be realized from previously granted equity awards, may present an unnecessary distraction for our executives, and conditions, including interest rates and collateral, as those prevailing at the time for comparable loanscould lead to third parties, and (ii) not involve more than the normal risk of collectability. Regulation O also requires thatthem seeking new employment while such loans be approved by a majority of the directors with the director who is the borrower, or related to the borrower, not present or voting.

With respect to other bank services provided to insiders, those services are provided on the same terms and conditions as provided to third parties, with no Board approval required.

With respect to insiders providing products or services, these transactions are subject to the related party transaction policy.

Under the related party transactions policy, transactions are referred for review and approval to the Nominating and Corporate Governance Committee. If the transaction presents a continuing relationship the activity is reviewed and, if appropriate, approved by the Committee. If the transaction is new, the Committee is charged with reviewing it and approving it if it is believed to be in the best interests of Valley. If a transaction is not approved, the services offered
will not be used. If an ongoing transaction failsbeing negotiated or is pending. Our current CICAs and shareholder-approved equity plan are designed to be ratified it will, if possible, be cancelled in accordance with any contractual rights. The Audit Committee oversees compliance with the related party transaction policy.
TRANSACTIONS. The Bank has made loanspermit our leadership team to its directorsremain focused on protecting shareholder interests and executive officers and their associates and, assuming continued compliance with generally applicable credit standards, it expects to continue to make such loans. All of these loans (i) were made in the ordinary course of business, (ii) were made on the same terms, including interest rates and collateral, as those available to other persons not related to Valley, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.
During 2017, Valley made payments for services to insider entities with which at least one director is affiliated; except as indicated, the payments were less than 5% of the entity’s gross revenue. Each of the following payments were approved, under our related party transaction policy.
During 2017, Valley and its borrowers made payments totaling approximately $356,590 for legal services to a law firm in which director Graham O. Jones is the sole equity partner. The fees represented 30% of the firm's gross revenues.
Of the fees paid by Valley and its borrowers to Jones & Jones, $251,630 were for loan review services and approximately $104,960 were for collection proceedings.
With respect to loan closings, Valley sets the fees to be paid by a borrower when Jones & Jones acts as its review counsel in commercial real estate loan transactions which fees are subject to the acceptance by the borrower. In collection actions, the fee must be reasonable. Valley currently utilizes over 100 law firms for loan closings and collection efforts. Jones and Jones’ fees are comparable.
During 2017, Valley made payments totaling $465,000 for fees pursuant to a long-standing consulting agreement with MG Advisors, Inc. MG Advisors is 100% owned by Michael Guilfoile, the spouse of Mary Guilfoile.
Valley paid MG Advisors a monthly retainer totaling $90,000 in 2017 under an agreement first entered into in 1993. The monthly fees paid are considered comparable to other professional fees which are available to Valley. Mr. Guilfoile’s 40 years of consulting and investment banking experience in the financial services sector and his knowledge of Valley through his over 31-year association with the Company is the basis for the belief that the agreement is in the best interest of the Company. The retainer agreement also provides for additional mutually agreed upon fees to MG Advisors if a transaction Mr. Guilfoile works on is consummated.


2018 Proxy Statement45

$375,000 of such fees were paid in connection with the USAB transaction for 2017.
Under the monthly retainer, Mr. Guilfoile is available to all senior management and the board of directors for strategic advisory matters, merger and acquisition transactions, and other financial transactions related to the Company’s activities. Ms. Guilfoile, does not provide any advice to Valley through MG Advisors. Ms. Guilfoile joined the Valley Board in 2003 after serving in various full time positions in the financial services industry, most recently as Treasurer of JP Morgan Chase.
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 son-in-law introduced the broker to Valley National Bank and provided assistance during the BOLI proposal and selection process. As is customary among brokers who introduce a client to another broker, Mr. Lipkin’s son-in-law receives commissions (with a percentage dollar amount and time period for payment which are each typical for such referral services) for the life of the policy.
In 2017, Mr. Lipkin’s son-in-law received $23,605 in insurance commissions relating to the Bank’s BOLI purchases, pursuant to the arrangement he entered into with the insurance broker associated with the insurance company. The aggregate amount of commissions paid to date (from 2001 to 2017) to the son-in-law totaled approximately $818,908 and the anticipated aggregate amount of commissions he will receive over the next 15 years is approximately $300,000 (the compensation was structured as a declining revenue stream; for example, he would earn approximately $11,000 in year 2032).
In 2011 Valley acquired State Bancorp, Inc. At the time of acquisition, State Bancorp leased a branch
located in Westbury, New York. In connection with the acquisition of State Bancorp, the Boards of State Bancorp and Valley agreed that Mr. Wilks was to be elected to the Board of Valley National Bancorp. In connection with the merger of State Bancorp into Valley, effective January 1, 2012, Valley assumed the lease for the Westbury, New York branch. The lease provides for fixed rental payments of approximately $190,000 per year with no additional rent, such as real estate taxes, insurance and parking lot maintenance. The lease may be terminated at any time by the landlord upon not less than 130 days written notice. The landlord, Westbury Plaza Associates, L.P., is a limited partnership which is controlled by the Estate of Mr. Wilks’ father-in-law and beneficially owned by both the Estate and a trust for the benefit of Mr. Wilks’ spouse. Westbury Plaza Associates is a limited partnership which is part of a larger organization. Valley’s rental payments in 2017 represented approximately 0.42% of the annual gross revenue of the larger organization.

EMPLOYMENT OF IMMEDIATE FAMILY MEMBERS. Valley has always welcomed as new employees qualified relatives of our current employees. Currently, a number of our employees have relatives who also work for Valley. Rudy Schupp was President of Valley National Bancorp until January 2018. Valley employs Mr. Schupp’s son-in-law, who in 2017 earned $156,427. Dianne Grenz is an executive officer of Valley. Valley employs her daughter, who in 2017 earned $134,164.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC and NYSE by certain deadlines. Based on information provided by our directors and executive officers, Mr. Crandell filed a Form 4 (to report a grant of shares and shares withheld for taxes in connection with restricted stock vesting) late due to administrative error.
We believe all our other directors and executive officers complied with their Section 16(a) reporting requirements in 2017.

462018 Proxy Statement



ITEM 4

SHAREHOLDER PROPOSAL

Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, the beneficial owner of no less than 500 shares of Common Stock, has advised the Company that he intends to propose a resolution at the 2018 Annual Meeting. Mr. Steiner has appointed John Chevedden of 2215 Nelson Ave., No. 205 Redondo Beach, CA 90278, and/or his designee to act on his behalf in matters relating to the proposed resolution. In accordance with SEC rules, the text of the resolution and supporting statement appear below, printed verbatim from the submission.

For the reasons set forth in the Statement in Opposition immediately following thismaximizing shareholder proposal, our Board of Directors recommends that you vote AGAINST this proposal.

Proposal 4 - Special Shareowners Meetings

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting (or the closest percentage to 10% permitted by state law). This proposal does not impact our board’s current power to call a special meeting.

Scores of Fortune 500 companies, which typically have better governance than smaller capitalized companies, enable shareholders to call special meetings and to act by written consent. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings.

Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This is important because there could be 15-months or more between annual meetings. Special meetings can be a means to elect directors with better qualifications than current directors after 2018. This can be of greater important to a company like Valley National since our stock was at only $11 in 2017 compared to $9 five-years ago.

The right to call a special meeting to elect directors is also more important at Valley National because Valley National may have a problem with board refreshment. The following directors exceeded 20-years tenure in 2017:

Gerald Lipkin         31-years
Gerald Korde         28- years
Pamela Bronander    24-years
Andrew Abramson    23-years
Graham Jones        20-years

Long-tenure can impair the independence of any director no matter how well qualified.
Long-tenure may be a factor in 4 directors each getting more than 9% in negative votes-unopposed directors usually get from 1% to 5% in negative votes. Our board also had 4 directors in their 70s - up to age 76. Having a number of long-tenured directors can also be a sign that our top management is opposed to board diversity.

Please vote to enhance shareholder oversight:
Special Shareowner Meetings - Proposal 4

Board of Directors Statement in Opposition to Shareholder Proposal 4 on Special Shareholder Meetings
value.

The Board recommends youa vote AGAINST this“AGAINST”

the shareholder proposal for the following reasons:

The Board believes it is important thatto provide shareholders have a meaningful right to call a special shareholder meeting. New Jersey corporate law, which is applicable to our Company, provideswith the right for shareholders holding at least 10% of the Company’s shares to call a special meeting upon the showing of good cause. By requiring a showing of good cause, the New Jersey law allows special meetings to be called by shareholders for legitimate purposes, while protecting against the potential for abuse. The Board believes the showing of good cause is a prudent protection for all shareholders when the threshold is set at 10%. Since shareholders already have an effective right to seek a special shareholder meeting, the Board does not support the proposal.

ratify executive termination pay.

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The Board believes that an unfettered right for shareholders with only 10% of the Company’s shares to call a special shareholders meeting sets too low a threshold. The Board engaged its larger institutional shareholders to discuss an appropriate threshold and received feedback that a threshold of 20% to 25% is reasonable and a 10% threshold is not reasonable. The Board will continue to engage with shareholders on this issue and will consider adopting a reasonable threshold with requirements to ensure a meaningful special shareholder meeting could be called.

LOGO

Other Information

Information About the Annual Meeting

We are providing this Proxy Statement in connection with the solicitation of proxies by the Board for use at the Annual Meeting and at any adjournment or postponement of the meeting. This year’s Annual Meeting will be held in a virtual format through a live audio webcast.

The Board adopted a virtual-only Annual Meeting format in 2020 and, based on the success of the virtual format used for each annual meeting of shareholders held since 2020, the Board has determined to once again hold a virtual Annual Meeting. The Board believes that the virtual format provides greater access for shareholders to participate in the Annual Meeting as compared to an in-person meeting held in one geographic location. The virtual meeting format enables consistent opportunities for all shareholders, regardless of their geographic location, to attend the Annual Meeting, thereby facilitating the potential for greater shareholder attendance and engagement.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 25, 2024, the record date, or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/VLY2024, you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial shareholder, you may contact the bank, broker, or other institution where you hold your account if you have questions about obtaining your control number.

Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to proxyvote.com and enter your control number.

You will be permitted to submit live questions at the Annual Meeting just as if you were attending a physical meeting. Questions may be submitted starting 30 minutes before the start of the Annual Meeting through www.virtualshareholdermeeting.com/VLY2024. We expect to allow up to 40 minutes to answer questions during the Annual Meeting, including those answered during the “official business” portion of the Annual Meeting and the “Q&A” portion of the Annual Meeting. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to three questions, one asked with respect to the “official business” portion of the Annual Meeting and two asked with respect to the “Q&A” portion of the Annual Meeting. It will help us if questions are succinct and cover only one topic per question. In addition, Valley will adhere to the following policies:

•  Only questions from shareholders will be answered during the Annual Meeting;

•  Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together;

•  Depending on the volume of questions received, questions submitted will be addressed generally in the order received as time allows; and

•  If the volume of questions exceeds the time allotted for the meeting, responses to such additional questions will be posted on our investor relations’ website and remain posted for at least two weeks.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the meeting. This Proxy Statement is first being made available to shareholders on or about April 5, 2024.

E-Proxy

Pursuant to the rules of the SEC, we are furnishing our proxy materials to certain shareholders over the internet. Most shareholders are receiving by mail an E-Proxy Notice, which provides general information about the Annual Meeting, the matters to be voted on at the Annual Meeting, the website on which our Proxy Statement and annual report are available for review, printing and downloading, and instructions on how to submit proxy votes. The E-Proxy Notice also provides instructions on how to request a paper copy of the proxy materials and how to elect to receive a paper copy of the proxy materials or electronic copy of the proxy materials by e-mail for future meetings.

Shareholders who are current employees of Valley or who have elected to receive proxy materials via electronic delivery will receive via e-mail the Proxy Statement, 2023 Annual Report to Shareholders and instructions on how to vote. Shareholders who elect to receive paper copies of the proxy materials will receive these materials by mail.

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RECOMMENDATION ON ITEM 4
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL.


2018 Proxy Statement47

 

OTHER INFORMATION


SHAREHOLDER PROPOSALS
New Jersey corporate law requires that the notice of shareholders’ meeting (for either a regular or special meeting) specify the purpose or purposes of the meeting. Thus, any substantive proposal, including shareholder proposals, must be referred to in our

The 2024 Notice of Annual Meeting of Shareholders, in orderthis Proxy Statement, the Company’s 2023 Annual Report to Shareholders and the proxy card or voting instruction form are referred to as our “proxy materials,” and are available electronically at the following website: https://www.proxydocs.com/branding/964164/2024.

Shareholders Entitled to Vote

The Board has set March 25, 2024 as the record date for the proposalAnnual Meeting. Only holders of common stock of record at the close of business on that date, or their valid proxy holders, are entitled to vote at the 2024 Annual Meeting or by proxy.

On the record date there were 508,893,059 shares of common stock issued and outstanding and, therefore, eligible to vote at the Annual Meeting. Each share is entitled to one vote on each matter properly brought before the meeting.

Householding

When more than one holder of our common stock shares the same address, in accordance with SEC rules, we may deliver only one E-Proxy Notice or set of proxy materials, as applicable, to that address unless we have received contrary instructions from one or more of those shareholders. Similarly, brokers and other intermediaries holding shares of Valley common stock in “street name” for more than one beneficial owner with the same address may deliver only one E-Proxy Notice or set of proxy materials, as applicable, to that address if they have received consent from the beneficial owners of the stock.

We will deliver promptly upon written or oral request a separate copy of the E-Proxy Notice or set of proxy materials, as applicable, to any shareholder of record at a shared address to which a single copy of those documents was delivered. To receive these additional copies, you may write or call our Shareholder Relations Department, Valley National Bancorp, 70 Speedwell Avenue, Morristown, New Jersey 07470, telephone (973) 305-3380 or e-mail at InvestorRelations@valleynationalbank.com. If your shares are held in “street name,” you should contact the broker or other intermediary who holds the shares on your behalf to request an additional copy of the E-Proxy Notice or set of proxy materials.

If you are a shareholder of record and are either receiving multiple E-Proxy Notices or multiple paper copies of the proxy materials, as applicable, and wish to request future delivery of a single copy or are receiving a single E-Proxy Notice or copy of the proxy materials, as applicable, and wish to request future delivery of multiple copies, please contact our Shareholder Relations Department at the address or telephone number above. If your shares are held in “street name,” you should contact the broker or other intermediary who holds the shares on your behalf.

Proxies and Voting Procedures

Your vote is very important and you are encouraged to submit your proxy as soon as possible. Each proxy submitted will be voted as directed. However, if a proxy solicited by the Board does not specify how it is to be considered at a meeting of Valley's shareholders.voted, it will be voted as the Board recommends—that is:

•Item 1 – “FOR” the election of each of the 14 director nominees named in this Proxy Statement;

•Item 2 – “FOR” the approval, on an advisory basis, of the compensation of our NEOs;
An SEC rule requires certain shareholder proposals be included
•Item 3 – “FOR” the ratification of the selection of KPMG; and

•Item 4 – “AGAINST” the shareholder proposal.

How to Vote

We are offering you four alternative ways to vote your shares:

By Mail. To vote your proxy by mail, please sign your name exactly as it appears on your proxy card, date, and mail your proxy card in the noticepostage-paid envelope provided as soon as possible.

By Telephone. If you received a paper copy of meeting. Proposalsthe proxy materials and you wish to vote by telephone, call toll-free 1-800-690-6903 or the telephone number on your voting instruction form and follow instructions. Have your E-Proxy Notice or proxy card available when you call.

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OTHER INFORMATION

Via the Internet. If you wish to vote using the internet, you can access the web page at www.proxyvote.com and follow the on-screen instructions or scan the QR code on your E-Proxy Notice or proxy card with your smartphone. Have your proxy card available when you access the web page.

During the Annual Meeting. If you wish to vote virtually at the Annual Meeting, you can do so by going to www.virtualshareholdermeeting.com/VLY2024 during the live audio webcast. Have the information that is printed on your E-Proxy Notice or proxy card available and follow the on-screen instructions.

Regardless of shareholdersthe method that you use to vote, you will be able to vote virtually at the Annual Meeting or revoke your earlier proxy if you follow the instructions provided below in the section and “Revoking Your Proxy.”

If you are an employee or former employee of the Company and hold our shares in our 401(k) plan, you will receive a separate proxy card representing the total shares you own through this plan. The proxy card will serve as a voting instruction form for the plan trustee. The plan trustee will vote plan shares for which voting instructions are eligiblenot received in the same proportion as the shares for which instructions were received under the SEC rule to be included in our 2019plan.

Revoking Your Proxy

You can revoke your proxy materialsat any time before it is exercised by:

•Following the instructions provided for changing your vote via the internet or by telephone or delivering a properly executed, later-dated proxy;
•Voting at the Annual Meeting; or

•A written revocation of your proxy.

A later-dated proxy by mail or written revocation must be received before the date of the Annual Meeting by the Corporate Secretary of the Company, Valley National Bancorp, no later than November 9, 2018. If weat 70 Speedwell Avenue, Morristown, New Jersey 07960. You may also revoke your proxy by submitting a new proxy by telephone or via the internet or by voting virtually at the Annual Meeting. You will be able to change our 2019 annual meeting dateyour proxy as many times as you wish prior to the Annual Meeting and the last vote received chronologically, including a date more than 30 daysvote cast at the Annual Meeting, will supersede any prior proxies.

Quorum Required to Hold the Annual Meeting

The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote generally for the election of directors is necessary to constitute a quorum at the meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining whether there is a quorum for the Annual Meeting, but are not counted as votes “FOR” or “AGAINST” any proposal, nor are they counted to determine the number of votes present for the particular proposal. A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary power to vote with respect to that item and has not received voting instructions from the anniversarybeneficial owner. Brokers do not have discretionary power to vote on the following items absent instructions from the beneficial owner: the election of directors, the advisory vote on executive compensation, or the shareholder proposal.

Required Vote

•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 is required to execute a resignation letter which becomes effective if he or she does not receive a majority of the votes cast in an uncontested election 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.

•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.

•The ratification of the selection of KPMG will be approved if a majority of the votes cast are voted “FOR” the proposal. Abstentions are not counted as votes cast and will have no effect on the outcome. Because this is deemed a routine proposal, brokers will have discretionary authority to vote on this proposal in the absence of voting instructions from the beneficial owner.

•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 effect on the outcome.

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OTHER INFORMATION

Method and Cost of Proxy Solicitation

This proxy solicitation is being made by our 2018 annual meeting, thenBoard and we will pay the deadlinecost of soliciting proxies. Proxies may be solicited by officers, directors, and employees of the Company in person, by mail, telephone, facsimile, or other electronic means. We will not specially compensate those persons for their solicitation activities. In accordance with the regulations of the SEC and Nasdaq, we will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their expense incurred in sending proxies and proxy materials to their customers who are beneficial owners of Valley common stock. We are paying Alliance Advisors Holdings LLC a fee of $9,000 plus out of pocket expenses to assist with solicitation of proxies.

Shareholder Proposals for Our 2025 Annual Meeting

Shareholders of the Company are entitled to present proposals for consideration at forthcoming shareholder meetings provided that they comply with applicable rules promulgated by the SEC. To be changed toeligible for inclusion in the Company’s proxy materials for the 2025 Annual Meeting, a reasonable timeshareholder proposal must be received by our Corporate Secretary at our Morristown, New Jersey office, located at 70 Speedwell Avenue, Morristown, New Jersey 07960, on or before we begin to print and mail our proxy materials. If we changeDecember 6, 2024 (except that if the date of our 2019 annual meeting2025 Annual Meeting is changed by more than 30 days from the anniversary of this annual meeting, we will so stateyear’s Annual Meeting, then the deadline is a reasonable time before the Company begins to print and send the proxy materials), and must comply in first quarterly report on Form 10-Q we fileall respects with Rule 14a-8 of the SEC afterExchange Act and any other applicable rules of the date change, or will notify our shareholders by another reasonable method.


SEC.

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OTHER INFORMATION

 482018 Proxy Statement




OTHER MATTERS
The Board of Directors is not aware of any other matters that may come before the annual meeting. However, in the event such other matters come before the meeting, it is the intention of the persons named in the proxy to vote on any such matters in accordance with the recommendation of the Board of Directors.
Shareholders are urged to vote by Internet or telephone or sign the enclosed proxy and return it in the enclosed envelope. The proxy is solicited on behalf of the Board of Directors.                            

Other Matters

The Board is not aware of any other matters that may come before the Annual Meeting. However, in the event such other matters come before the meeting, it is the intention of the persons named in the proxy to vote on any such matters in accordance with the recommendation of the Board.

Shareholders are urged to vote via the internet or telephone or sign the enclosed proxy and return it in the enclosed envelope. The proxy is solicited on behalf of the Board.

By Order of the Board of Directors

aeskowsig2a05.jpg
Alan D. Eskow
Corporate Secretary

Wayne, New Jersey
March 9, 2018

Morristown, New Jersey

April 5, 2024

A copy of our Annual Report on Form 10-K (without exhibits) for the year ended December 31, 2023 filed with the SEC will be furnished to any shareholder upon written request addressed to our Shareholder Relations Department, Valley National Bancorp, 70 Speedwell Avenue, Morristown, New Jersey 07960. Our Annual Report on Form 10-K (without exhibits) is also available at the following website: https://www.proxydocs.com/branding/964164/2024.

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LOGO

Appendix A

Non-GAAP Financial Information

The tables below reconcile certain non-GAAP financial measures determined by methods other than U.S. generally accepted accounting principles (“GAAP”). The Company believes that these non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley’s underlying operational performance, business, and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.

Tangible book value per common share is computed by dividing shareholders’ equity less preferred stock, goodwill and other intangible assets by common shares outstanding as of December 31, 2023, 2022, 2021, 2020, 2019, and 2018, as follows:

  

($ in thousands, except for per share
data)

As of December 31,
       
 202320222021202020192018
       

Tangible book value per common share (non-GAAP)

       

Common shares outstanding

 507,709,927  506,374,478  421,437,068  403,858,998  403,278,390  331,431,217 
       

Shareholders’ equity (GAAP)

 $6,701,391  $6,400,802  $5,084,066  $4,592,120  $4,384,188  $3,350,454 
       

Less: Preferred stock

 209,691  209,691  209,691  209,691  209,691  209,691 
       

Less: Goodwill and other intangible assets

 2,029,267  2,066,392  1,529,394  1,452,891  1,460,397  1,161,655 
       

Tangible common shareholders’ equity (Non-GAAP)

 $4,462,433  $4,124,719  $3,344,981  $2,929,538  $2,714,100  $1,979,108 
       

Tangible book value per common share (Non-GAAP)

 $8.79  $8.15  $7.94  $7.25  $6.73  $5.97 

The ratio of tangible common equity to tangible assets was calculated as follows as of December 31, 2023 and 2022:

  

($ in thousands)

As of December 31,
 20232022
   

Tangible common equity to tangible assets (non-GAAP):

   

Tangible common shareholders’ equity (non-GAAP)

 $4,462,443  $4,124,719 
   

Total assets (GAAP)

 $60,934,974  $57,462,749 
   

Less: Goodwill and other intangible assets

 2,029,267  2,066,392 
   

Tangible assets (non-GAAP)

 $58,905,707  $55,396,357 
   

Tangible common equity to tangible assets (non-GAAP)

 7.58%  7.45% 

A-12024 Proxy Statement

APPENDIX A

Core net income available to common shareholders is net income available to common shareholders adjusted for non-core items that the Company believes are not indicative of its core operating performance and was computed as follows for the years ended December 31, 2017 filed2023 and 2022:

(in thousands)

For the years ended
December 31,
 20232022
   

Core net income available to common shareholders (non-GAAP):

   

Net income, as reported (GAAP)

 $498,511 $568,851
   

Non-GAAP adjustments:

   

Add: FDIC special assessment(1)

 50,297 —
   

Add: Restructuring charge(2)

 9,969 —
   

Add: Provision for credit losses for available for sale securities(3)

 5,000 —
   

Add: Non-PCD provision for credit losses(4)

 — 41,012
   

Add: Merger related expenses(5)

 14,133 71,203
   

Add: Litigation reserve(6)

 3,540 —
   

Less: Net gains on sales of office buildings(7)

 (6,721) —
   

Less: Gains on available for sale and held to maturity debt securities, net(8)

 (401) (95)
   

Total non-GAAP adjustments to net income

 $ 75,817 $112,120
   

Income tax adjustments related to non-GAAP adjustments(9)

 (20,057) (30,519)
   

Net income, as adjusted (non-GAAP)

 $554,271 $650,452
   

Dividends on preferred stock

 16,135 13,146
   

Core net income available to common shareholders, as adjusted (non-GAAP)

  $538,136   $637,306 

(1)

Included in the FDIC insurance expense.

(2)

Represents severance expense related to workforce reductions within salary and employee benefits expense.

(3)

Included in provision for credit losses for available for sale and held to maturity securities (tax disallowed).

(4)

Represents provision for credit losses for non-PCD assets and unfunded credit commitments acquired during the period.

(5)

Primarily represents data processing termination costs within technology, furniture, and equipment expense for 2023. Merger related expenses were primarily salary and employee benefits expense for 2022.

(6)

Represents legal reserves and settlement charges included in professional and legal fees.

(7)

Included in gains on sale of assets, net within non-interest income.

(8)

Included in gains (losses) on securities transactions, net.

(9)

Calculated using the appropriate blended statutory tax rate for the applicable period. Certain merger related expenses are non-deductible for tax purposes.

Adjusted annualized return on average assets for the years ended December 31, 2023 and 2022 is computed by dividing adjusted net income by average assets, as follows:

($ in thousands)

For the years ended
December 31,
 20232022
   

Adjusted annualized return on average assets (non-GAAP):

   

Net income, as adjusted (non-GAAP)

$554,271$650,452
   

Average assets (GAAP)

$61,065,897$52,182,310
   

Annualized return on average assets, as adjusted (non-GAAP)

 0.91% 1.25%
   

Annualized return on average assets (GAAP)

 0.82% 1.09%

A-22024 Proxy Statement

APPENDIX A

The following table presents our efficiency ratio for the years ended December 31, 2023, 2022 and 2021:

($ in thousands)

For the years ended December 31,
 202320222021
    

Efficiency ratio (non-GAAP):

    

Total non-interest expense, as reported (GAAP)

$1,162,691$1,024,949$691,542
    

Less: Loss on extinguishment of debt

 — — 8,406
    

Less: FDIC special assessment(1)

 50,297 — —
    

Less: Restructuring charge(2)

 9,969 — —
    

Less: Merger related expenses(3)

 14,133 72,203 8,900
    

Less: Litigation reserve(4)

 3,540 — 2,100
    

Less: Amortization of tax credit investments

 18,009 12,407 10,910
    

Total non-interest expense, as adjusted (non-GAAP)

 1,066,743 941,339 661,226
    

Net interest income, as reported (GAAP)

 1,655,478 1,655,640 1,209,901
    

Total non-interest income, as reported (GAAP)

 225,729 206,793 155,013
    

Less: Net gains on sales of office buildings(5)

 (6,721) — —
    

Less: Gains on available for sale and held to maturity debt securities transactions, net (pre-tax)(6)

 (401) (95) (545)
    

Total net interest income and non-interest income, as adjusted (non-GAAP)

$218,607$206,698$154,468
    

Gross operating income, as adjusted (non-GAAP)

$1,884,085$1,862,338$1,364,369
    

Efficiency ratio (non-GAAP)

 56.62% 50.55% 48.46%

(1)

Included in the FDIC insurance expense.

(2)

Represents severance expense related to workforce reductions within salary and employee benefits expense.

(3)

Included primarily within salary and employee benefits expense, technology, furniture and equipment expense, professional and legal fees, and other expense.

(4)

Included in professional and legal fees.

(5)

Included in gains (losses) on sales of assets, net.

(6)

Included in gains (losses) on securities transactions, net

A-32024 Proxy Statement

LOGO

SCAN TO VIEW MATERIALS & VOTE VALLEY NATIONAL BANCORP 70 SPEEDWELL AVENUE MORRISTOWN, NEW JERSEY 07960 VOTE BY INTERNET Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 20, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/VLY2024 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 20, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards submitted by mail must be received prior to the Meeting in order for your shares to be voted in accordance with the Securitiesinstructions therein. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V33361-P05722 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY VALLEY NATIONAL BANCORP ("Valley") The nominees Board listed of Directors in Item 1: recommends a vote FOR each of the 1. Election of 14 Directors 1a. Andrew B. Abramson 1b. Peter J. Baum 1c. Eric P. Edelstein 1d. Dafna Landau 1e. Marc J. Lenner 1f. Peter V. Maio 1g. Avner Mendelson 1h. Kathleen C. Perrott 1i. Ira Robbins 1j. Suresh L. Sani 1k. Lisa J. Schultz For Against Abstain 1l. Jennifer W. Steans 1m. Jeffrey S. Wilks 1n. Dr. Sidney S. Williams, Jr. The Board of Directors recommends a vote FOR Item 2: 2. An advisory, non-binding vote to approve Valley's named executive officers' compensation. The Board of Directors recommends a vote FOR Item 3: 3. Ratification of the selection of KPMG LLP as Valley’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board of Directors recommends a vote AGAINST Item 4: 4. A shareholder proposal to provide shareholders with the right to ratify executive termination pay if properly presented at the Annual Meeting of Shareholders. For Against Abstain For Against Abstain For Against Abstain For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders: The Notice and Exchange CommissionProxy Statement for the 2024 Annual Meeting of Shareholders and the 2023 Annual Report to Shareholders are available at www.proxyvote.com. V33362-P05722 VALLEY NATIONAL BANCORP PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 21, 2024 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoint(s) MARC J. LENNER, ERIC P. EDELSTEIN and SURESH L. SANI and each of them, as Proxy, each with full power of substitution, to vote all of the stock of VALLEY NATIONAL BANCORP which the undersigned is entitled to vote at the Annual Meeting of Shareholders of VALLEY NATIONAL BANCORP, to be held via live audio webcast at www.virtualshareholdermeeting.com/VLY2024, on Tuesday, May 21, 2024, at 9:00 a.m., Eastern Daylight Time, and at any adjournment or postponement thereof for all matters as indicated upon the reverse side, and at their discretion, upon other matters that may properly come before the Annual Meeting. The undersigned hereby revokes any and all proxies heretofore given with respect to such meeting. This Proxy, when properly executed, will be furnishedvoted as specified on the reverse side. If no choice is specified, the Proxy will be voted FOR the election of all nominees for director listed on this Proxy; FOR Items 2 and 3; and AGAINST Item 4. Shares, if any, held for your account by the trustee for the dividend reinvestment plan will be voted in the same manner as you vote the shares in your name individually. (Continued and to any shareholder upon written request addressed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey 07470. Our Annual Reportbe signed on Form 10-K (without exhibits) is also available on our website at the following link: http://www.valleynationalbank.com/filings.html




2018 Proxy Statement49
reverse side.)


APPENDIX A

VALLEY NATIONAL BANCORP
Valley Peer 17
2017 Size Comparisons		     
CompanyTickerNet Income
(in thous.)		Total Revenue
(in thous.)		Total Assets
(in thous.)		Market
Capitalization
(in mil.)
Banc of California, Inc.BANC$57,709
$348,860
$10,327,852
$1,044.7
BankUnited, Inc.BKU614,273
1,108,176
30,346,986
4,350.9
Community Bank System, Inc.CBU150,717
518,098
10,746,198
2,724.9
EverBank Financial Corp.*EVER144,931
897,415
27,838,086
2,470.9
F.N.B CcrporationFNB199,204
1,098,883
31,417,635
4,470.3
Fulton Financial CorporationFULT171,753
783,338
20,036,905
3,135.5
Investors Bancorp, Inc.ISBC126,744
714,822
25,129,244
4,249.0
MB Financial, Inc.MBFI304,040
969,250
20,086,940
3,736.0
NBT Bancorp Inc.NBTB82,151
404,797
9,136,812
1,602.0
New York Community Bancorp, Inc.NYCB466,201
1,346,883
49,124,195
6,360.1
People's United Financial, Inc.PBCT337,200
1,453,400
44,453,400
6,481.4
Prosperity BancsharesPB272,165
733,496
22,587,292
4,869.2
Provident Financial Services, Inc.PFS93,949
333,899
9,845,274
1,794.5
Signature BankSBNY387,209
1,273,627
43,117,720
7,546.3
Sterling BancorpSTL93,031
640,345
30,359,541
5,529.7
Texas Capital Bancshares, Inc.TCBI197,063
835,584
25,075,645
4,413.3
Webster Financial CorporationWBS255,439
1,055,765
26,487,645
5,172.4
Valley National BancorpVLY$161,907
$771,753
$24,002,306
$2,967.3
__________     
* Acquired by another institution in June 2017. Data presented is as of 12/31/2016.


502018 Proxy Statement



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