Valley National Bancorp Elects New Directors, Updates Executive Pay

TL;DR

VLY adds 2 directors, revises exec pay packages for Robbins & Hagedorn.

AI Summary

Valley National Bancorp announced changes to its board and executive compensation on December 3, 2024. The company elected two new directors, Jonathan R. Albin and David M. R. Smith, to its board. Additionally, the company entered into new employment agreements with certain executive officers, including Ira Robbins, its CEO, and Michael J. Hagedorn, its CFO, detailing their compensation and severance packages.

Why It Matters

Changes in board composition and executive compensation can signal shifts in corporate strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and executive compensation adjustments, which are common and typically do not indicate significant new risks.

Key Players & Entities

• Valley National Bancorp (company) — Registrant
• Jonathan R. Albin (person) — Newly elected director
• David M. R. Smith (person) — Newly elected director
• Ira Robbins (person) — CEO and executive officer with new employment agreement
• Michael J. Hagedorn (person) — CFO and executive officer with new employment agreement

FAQ

Filing Documents

• vly-20241203.htm (8-K) — 44KB
• 0000714310-24-000174.txt ( ) — 232KB
• vly-20241203.xsd (EX-101.SCH) — 4KB
• vly-20241203_def.xml (EX-101.DEF) — 18KB
• vly-20241203_lab.xml (EX-101.LAB) — 33KB
• vly-20241203_pre.xml (EX-101.PRE) — 19KB
• vly-20241203_htm.xml (XML) — 6KB

From the Filing

vly-20241203 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2024 Valley National Bancorp (Exact Name of Registrant as Specified in Charter) New Jersey 1-11277 22-2477875 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) One Penn Plaza, New York, New York 10119 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code ( 973 ) 305-8800 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of exchange on which registered Common Stock, no par value VLY The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series A, no par value VLYPP The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series B, no par value VLYPO The Nasdaq Stock Market LLC Non-Cumulative Perpetual Preferred Stock, Series C, no par value VLYPN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2024, the Board of Directors (the "Board") of Valley National Bancorp (the "Company"), upon the recommendation of the Compensation and Human Capital Management Committee of the Board (the "Committee"), adopted the Valley National Bank Executive Severance Plan (the "Plan") with an effective date of January 1, 2025. The Plan provides for severance benefits to certain key employees, including our named executive officers other than our Chief Executive Officer, in connection with termination of employment in both change in control (as defined in the Plan, a "CIC") and non-CIC scenarios and is intended to phase out the Company's past practice of entering into individual severance and/or CIC agreements with certain executive officers. A brief summary of the terms and conditions of the Plan is set forth below. This summary is qualified in its entirety by reference to the text of the Plan, a copy of which will be filed with the Company's Annual Report on Form 10-K for the year ending December 31, 2024. Participants. Employees at the level of President, Senior Executive Vice President ("SEVP") and Executive Vice President ("EVP") are eligible to participate in the Plan. To participate in the Plan, an employee must be designated by the Committee as a participant and must sign a participation agreement agreeing to abide by the terms and conditions of the Plan, including the restrictive covenants therein. Severance Benefits. The Plan provides for the following severance benefits: Termination Without Cause/Good Reason. Upon a termination by the Company without cause (as defined in the Plan) or by the participant for good reason (as defined in the Plan) outside of the two-year period following a CIC, a participant: at the level of President is entitled to a lump sum cash payment equal to two times ( 2x ) base salary plus one times ( 1x ) target bonus plus a prorated target bonus for the year of termination, as well as a lump sum cash payment representing COBRA premiums less required employee contributions for a two-year period; at the level of SEVP is entitled to a lump sum cash payment equal to one times ( 1x ) base salary plus one times ( 1x ) target bonus plus a prorated target bonus for the year of termination, as well as a lump sum cash payment representing COBRA premiums less required employee contributions for a one-year period; and at the level of EVP is entitled to a lump sum cash payment equal to one times ( 1x ) base salary plus a prorated target bonus for the year of termination, as well as a lump

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