DEF 14A of Valley National Bancorp, Apr 5, 2024

DEF 14A of Valley National Bancorp

Filed Apr 5, 2024 · FY20230001193125-24-088103

Open on EDGAR

  1. Ira Robbins

    | Environmental, Social, and Governance Practices | 30 | | 2023 ESG Highlights | 30 | | Compensation of Directors | 35 | | Director Fees Earned or Paid in Cash | 35 | | Director Equity Awards | 35 | | Annual Limit on Director Compensation | 35 | | Director Stock Ownership Guidelines | 36 | | Directors Retirement Plan | 36 | | 2023 Director Compensation | 36 | | Mendelson Consulting Agreement | 37 | | Stock Ownership of Management and Principal Shareholders | 38 | | Directors and Executive Officers | 38 | | Principal Shareholders | 39 | | Delinquent Section 16(a) Reports | 39 | | ITEM 2: Advisory Vote on our Named Executive Officer Compensation | 40 | | Compensation Discussion and Analysis | 42 | | Report of the Compensation Committee | 55 | | Executive Compensation Tables | 56 | | Equity Compensation Plan Information | 69 | | CEO Pay Ratio | 70 | | ITEM 3: Ratification of the Selection of Independent Registered Public Accounting Firm | 71 | | Report of the Audit Committee | 72 | | ITEM 4: Shareholder Proposal | 73 | | The Board’s Statement in Opposition to the Shareholder Proposal | 74 | | Other Information | 77 | | Information About the Annual Meeting | 77 | | Other Matters | 81 | | Appendix A – Non-GAAP Financial Information | A-1 |

  2. ITEM 1: Election of Directors

    ITEM 1: Election of Directors

  3. Director Nominee Snapshot

    Director Nominee Snapshot The table below provides summary information about the 14 director nominees at the Annual Meeting. Each director nominee is standing for election to hold office until our next annual shareholder meeting and until his or her successor is duly elected and qualified. For additional information regarding our director nominees, see “Director Information” beginning on page 7 of this Proxy Statement.

  4. Director Nominee Snapshot

    | | | | Committee Membership | | | | | Name and Principal Occupation | | Director Since | AC | CC | NC | RC | | Ira Robbins Chairman of the Board of Directors and Chief Executive Officer of Valley National Bancorp and Valley National Bank | | 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 | • | ● | | | | 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 | | ● | • | | | 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 | | • | ● | | | Lisa J. Schultz Former Co-head of Capital Markets of Keefe, Bruyette & Woods | INDEPENDENT | 2019 | | | ● | • | | 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 | ● | | | ● |

  5. Director Nominee Snapshot

    | • | Chair of Committee |

  6. Director Nominee Snapshot

    | ● | Committee member |

  7. Director Nominee Snapshot

    | AC | Audit Committee |

  8. Director Nominee Snapshot

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

  9. Director Nominee Snapshot

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

  10. Director Nominee Snapshot

    | RC | Risk Committee |

  11. Director Nominee Snapshot

    | 2 | 2024 Proxy Statement |

  12. Compensation Philosophy

    | • | We utilize a balanced compensation structure: We employ a mixture of short-term and long-term financial rewards to our executives. |

  13. Compensation Philosophy

    | • | 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. |

  14. Compensation Elements

    | • | 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. |

  15. Compensation Elements

    | • | 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. |

  16. 2023 Compensation Overview

    | 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. |

  17. 2023 Compensation Overview

    | • | 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. |

  18. 2023 Compensation Overview

    | • | 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, |

  19. 2023 Compensation Overview

    | 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. |

  20. ITEM 4: Shareholder Proposal

    | IRA ROBBINS | CHIEF EXECUTIVE OFFICER OF VALLEY NATIONAL BANCORP AND VALLEY NATIONAL BANK, CHAIRMAN OF THE BOARD | | 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’s Management Associate Program and has grown along with the Company. From college student to thought leader, his nearly 30-year career at Valley has seen him through several key positions where his invaluable contributions have helped shape Valley’s growth and success. As CEO, Mr. Robbins has led Valley into the future while keeping true to the Company’s roots as a local bank. In an ever-evolving digital and mobile world, Mr. Robbins and the rest of Valley’s leadership team strive to create a stronger, faster, more efficient and more responsive organization. His vision for success is building a purpose-driven organization which includes embracing innovation, being customer-centric, promoting social responsibility and empowering Valley’s associates. Mr. Robbins earned his Bachelor of Science degree in Finance and Economics from Susquehanna University, his 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 New Jersey Society of Certified Public Accountants and the American Institute of Public Accountants. Mr. Robbins serves on the board of 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 New Jersey and is on the Morris Habitat for Humanity Leadership Council. Mr. Robbins takes great pride in community outreach and is an active supporter of several other philanthropic organizations in his community as well. |

  21. ITEM 4: Shareholder Proposal

    | ANDREW B. ABRAMSON | PRESIDENT AND CHIEF EXECUTIVE OFFICER, VALUE COMPANIES, INC. (A REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT FIRM) | | AGE: 70 DIRECTOR SINCE: 1995 | Mr. Abramson is President and CEO of Value Companies, Inc., a real estate development and property management firm. He is a licensed real estate broker in the States of New Jersey and New York and is a licensed building contractor in the State of Florida. He is the co-founder and treasurer of the Cure Breast Cancer Foundation, Inc., a 501(c)(3) not-for-profit charity that supports innovation and groundbreaking breast cancer research. Mr. Abramson graduated from Cornell University with a Bachelor of Science degree, and a Master of Science degree, both in Civil Engineering. With over 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 the Board. | | PETER J. BAUM | CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF ESSEX MANUFACTURING, INC. AND BAUM-ESSEX MANUFACTURING (H.K.), LTD. | | AGE: 68 DIRECTOR SINCE: 2012 | Mr. Baum is the CFO and Chief Operating Officer of Essex Manufacturing, Inc. (“Essex”) and Baum-Essex Manufacturing (H.K.), Ltd. Mr. Baum joined Essex in 1978 as an Asian sourcing manager. Essex has been in business for over 70 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 Bachelor of Science degree in Economics. He brings over 45 years of business experience, including as a business owner for 25 years, as well as financial experience and expertise to the Board. Mr. Baum’s business experience includes serving as a managing partner of 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. |

  22. ITEM 4: Shareholder Proposal

    | ERIC P. EDELSTEIN | FORMER MANAGING PARTNER AT ARTHUR ANDERSEN LLP | | AGE: 74 DIRECTOR SINCE: 2003 | Mr. Edelstein is a former Executive Vice President and CFO of Griffon Corporation, a diversified manufacturing and holding company, and a former Managing Partner at Arthur Andersen LLP, an accounting firm. He was employed by Arthur Andersen LLP for 30 years and held various roles in the accounting and audit division, as well as the management consulting division. 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 of Business Administration degree and his Master of Professional Accounting degree from Rutgers University. With over 30 years of experience as a practicing CPA and as a management consultant, he brings to the Board in-depth knowledge of generally accepted accounting principles and auditing standards as well as a wide range of business expertise. He has worked with audit committees and boards of directors in the past and provides the Board with extensive experience in auditing and preparation of financial statements. Mr. Edelstein currently serves as a consultant. | | DAFNA LANDAU | HEAD OF CONSTRUCTION AND REAL ESTATE SUBDIVISION OF BANK LEUMI LE-ISRAEL B.M. | | AGE: 52 DIRECTOR SINCE: 2023 | Ms. Landau has been the Head of Construction and Real 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 the Real Estate Credit Committee for large credit facilities and is a member of the BLITA’s Supreme Credit Committee. Prior to this role, Ms. Landau served as the Chief Risk Officer at the Bank of Jerusalem from 2017 to 2018. She has also served as the Head of Real Estate Investment and Management for Leumi Partners, the investment arm of BLITA, where she established real estate investment activities in Israel, the United States and Europe. Ms. Landau earned a Bachelor of Arts degree in Economics and Management, as well as her Master of Business Administration degree in Finance and Marketing, from Tel Aviv University. Ms. Landau brings 30 years of banking experience and expertise in commercial lending transactions, credit risk management, operational risk, market risk, liquidity risk, real estate investment, real estate and construction financing, and management experience to the Board. |

  23. ITEM 4: Shareholder Proposal

    | MARC J. LENNER | CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF LESTER M. ENTIN ASSOCIATES | | AGE: 58 DIRECTOR SINCE: 2007 | Mr. Lenner has served as the CEO and CFO at Lester M. Entin Associates (“Lester”), a real estate development and management company, 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 President, 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, he was employed by Hoberman Miller Goldstein and Lesser, P.C., an accounting firm. He attended Muhlenberg College where he earned a Bachelor of Business Administration degree and a Bachelor of Accounting degree. With his financial and professional background, he provides management, finance, investing and real estate experience to the Board. | | PETER V. MAIO | FORMER CHIEF INFORMATION OFFICER OF ALLY BANK | | AGE: 63 DIRECTOR SINCE: 2020 | Mr. Maio is a former Chief 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 University 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. |

  24. ITEM 4: Shareholder Proposal

    | AVNER MENDELSON | VICE CHAIRMAN OF THE BOARD OF DIRECTORS OF VALLEY NATIONAL BANCORP AND VALLEY NATIONAL BANK | | 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. PERROTT | FORMER CHIEF AUDIT EXECUTIVE OF ACCENTURE LLP | | 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 integration 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 & Co. 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. |

  25. ITEM 4: Shareholder Proposal

    | SURESH L. SANI | PRESIDENT OF FIRST PIONEER PROPERTIES, INC. | | AGE: 59 DIRECTOR SINCE: 2007 | Mr. Sani serves as president of First Pioneer Properties, Inc. (“First Pioneer”), a commercial real estate management company. Mr. Sani joined First Pioneer in 1989 and is responsible for the acquiring, financing, developing, leasing, and managing of real estate assets. He has over 30 years of experience in managing and owning commercial real estate in Valley’s lending market area. Mr. Sani 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 degree from Harvard College and a Juris Doctor degree from the New York University School of Law. He brings a legal background, small business network management and real estate expertise to the Board. | | LISA J. SCHULTZ | FORMER CO-HEAD OF CAPITAL MARKETS OF KEEFE, BRUYETTE & WOODS | | 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 expertise in strategic positioning, investor perspective, capital alternatives, and the financial services markets. |

  26. ITEM 4: Shareholder Proposal

    | JENNIFER W. STEANS | PRESIDENT AND CHIEF EXECUTIVE OFFICER OF FINANCIAL INVESTMENTS CORPORATION | | AGE: 60 DIRECTOR SINCE: 2018 | Ms. Steans is the President and CEO of Financial Investments Corporation, a private asset management firm, where she oversees private equity investments and the Steans Family Office operations. She was the former Chair of USAmeriBancorp, Inc. until its merger with Valley in 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 (“MBFI”), a publicly traded regional bank holding company located in Chicago. She also served as a Director of Cole Taylor Bank and Taylor Capital before being acquired by MBFI. Ms. Steans is active in the nonprofit community, serving on several boards, including Chair of Navy Pier, the past Chair of Ravinia Festival, and the board of directors of RUSH University Medical 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 Bachelor of Science degree in Mathematics from Davidson College and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. In 2013, she was named as one of American Banker’s 25 Most Powerful Women in Finance. | | JEFFREY S. WILKS | PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SPIEGEL ASSOCIATES | | AGE: 64 DIRECTOR SINCE: 2012 | Mr. Wilks is the CEO of Spiegel Associates Inc., a real estate ownership and development company. He served as a director of State Bancorp, Inc. (“SBI”) from 2001 to 2011 and was appointed to the Board in connection with Valley’s acquisition of SBI in January 2012. From 1992 to 1995, he was an Associate Director of Sandler O’Neill, an investment bank specializing in the banking industry. Prior to that, Mr. Wilks was a Vice President of Corporate Finance at NatWest USA and Vice President of NatWest USA Capital Corp. and NatWest Equity Corp., each an investment affiliate of NatWest USA. He serves on the board of directors of the Museum at Eldridge Street, is a member of the board of directors of City Parks Foundation and The Association for a Better Long Island. Mr. Wilks served as director of the Banking and Finance Committee of the United Jewish Appeal Federation of New York from 1991 to 2001. He earned his Bachelor of Science in Business Administration degree in Accounting and Finance from Boston University and brings to the Board experience in banking, finance, and investments. |

  27. ITEM 4: Shareholder Proposal

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

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

    The Board recommends a vote “FOR” election of each of the 14 director nominees to serve until the next annual meeting.

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

    | 16 | 2024 Proxy Statement |

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

    | 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. |

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

    | |

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

    | 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 products, 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 nonprofit organizations that work on issues that are important to Valley. Management shares insights and feedback from these relationships and engagements with the Board. |

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

    | 17 | 2024 Proxy Statement |

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

    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:

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

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

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

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

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

    | • | Proxy access for shareholders holding 3% of outstanding common stock for three years; |

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

    | • | No supermajority vote provisions for amendments to the Certificate of Incorporation or By-Laws or removing a director from office; and |

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

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

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

    Code of Conduct and Ethics and Corporate Governance Guidelines Valley maintains a Code 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 on 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 Code of Conduct and are 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 reported to an employee’s manager, the People Resources Department, the Ethics Officer, or the Audit Committee. Employees 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 cleared of the suspected violation or receiving appropriate disciplinary action, including termination of employment, depending upon the facts and circumstances. The Ethics Officer reports quarterly to the Audit Committee on ethics complaints from all sources. The Code of Conduct meets applicable requirements under Nasdaq rules and also meets the definition 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 Board and its Committees. The Corporate Governance Guidelines are also available on our website at www.valley.com/charters.

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

    | * 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. |

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

    | 18 | 2024 Proxy Statement |

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

    Third Party Code of Conduct and Ethics Suppliers, vendors, consultants, contractors, and other third parties working on behalf of Valley (collectively, “third parties”) are expected 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 Board’s Role in Risk Oversight

  44. Compensation Committee

    Compensation Committee The Compensation Committee determines CEO compensation, recommends to the Board compensation levels for directors and sets compensation for NEOs and other executive officers. It also administers the 2023 Incentive Compensation Plan (the “2023 ICP”) and makes awards pursuant to that plan. In February 2024, in undertaking its responsibilities, the Compensation Committee received from the CEO recommendations (except those that relate to his own compensation) for salary, cash bonus, and equity 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 decide on all elements of the CEO’s compensation, including salary, cash bonus, and equity awards. For equity awards to employees other than executives, a block of shares is allocated by the Compensation Committee. The individual 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, our CEO is authorized, within certain numerical limits, to make stock awards in specific circumstances including the following: special incentive awards for non-officers, retention awards, awards to new employees, and grants on completion of advanced degrees. Stock awards not specifically approved in advance by the Compensation Committee, but awarded under the authority delegated, are reported to the Compensation Committee at its next meeting, at which time the Compensation Committee ratifies the action taken.

  45. Risk Committee

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

  46. Philanthropy

    | 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 Paid in Cash Prior to the 2023 Annual Meeting, non-employee directors received a fee of $2,000 for each meeting of the Board that 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 four 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 agendas. The Board also has several committees in addition to the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee. These additional committees generally deal with oversight of various operating matters. The Committee Chairs for these additional committees also receive an annual retainer of $20,000, with 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 meeting of shareholders, with the number of RSUs determined using the closing market price of the common stock as reported by Nasdaq on the business day prior to grant. The RSUs vest on the earlier of the next annual 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. 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 total value of equity awards plus annual cash fees. |

  47. Philanthropy

    | 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 |

  48. Philanthropy

    | (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. |

  49. Philanthropy

    | (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%. |

  50. Philanthropy

    | (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.” |

  51. Philanthropy

    | (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 508,884,645 shares of our common stock outstanding as of the date of determination. For purposes of calculating each individual’s percentage of the class owned, the number of shares underlying stock options and RSUs that are included in the amount of shares that the individual beneficially owns is also added to the total number of shares outstanding. (3) This total includes 19,080 shares held by Mr. Abramson’s wife, 10,236 shares held by his wife in trust for his children and grandchildren, 40,157 shares held by a family foundation, 10,401 shares held in a self-directed IRA, and 2,636 shares in a self-directed IRA held by his wife. Mr. Abramson disclaims beneficial ownership of shares held by his wife and shares held for his children. (4) This total includes 6,150 shares held by a trust for the benefit of Mr. Baum’s children of which Mr. Baum is the trustee. |

  52. Philanthropy

    | (5) This total includes 35,000 shares held in Mr. Chillura’s IRA and 73,165 shares purchasable pursuant to stock options exercisable within 60 days. Out of the total 678,185 shares, 157,880 shares are held in his own name and the remaining 520,305 shares are pledged as security for loans. |

  53. Philanthropy

    | (6) This total includes 402,380 shares purchasable pursuant to stock options exercisable within 60 days. |

  54. Philanthropy

    | (8) This total includes 1,207,141 shares purchasable pursuant to stock options exercisable within 60 days. |

  55. Philanthropy

    | GRANTS OF PLAN-BASED AWARDS | 57 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 59 | | 2023 STOCK VESTED | 60 | | 2023 PENSION BENEFITS | 60 | | 2023 NONQUALIFIED DEFERRED COMPENSATION | 61 | | OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS | 62 | | SEVERANCE BENEFITS TABLE | 63 | | PAY VERSUS PERFORMANCE | 67 | | EQUITY COMPENSATION PLAN INFORMATION | 69 | | CEO PAY RATIO | 70 |

  56. Philanthropy

    | 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. | | • Ira Robbins, CEO • Michael D. Hagedorn, Senior Executive Vice President (“SEVP”) and CFO • Thomas A. Iadanza, President | • 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. | | | | 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). |

  57. Compensation Philosophy

    | • | 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 |

  58. Compensation Philosophy

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

  59. Compensation Philosophy

    | • | 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. |

  60. Elements of Compensation

    | • | 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 |

  61. Elements of Compensation

    | • | Equity Incentive Awards. |

  62. Elements of Compensation

    | • | 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. |

  63. Elements of Compensation

    | • | 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. |

  64. Compensation Practices and Policies

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

  65. Compensation Practices and Policies

    | ✓ | 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. |

  66. Compensation Practices and Policies

    | ✓ | 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. |

  67. Compensation Practices and Policies

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

  68. Compensation Practices and Policies

    | 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 |

  69. Our Compensation Process

    Our Compensation Process Our Compensation Committee sets the compensation of all executive officers, including our CEO and our 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 detailed below. The Compensation Committee met a total of five times during 2023 and early 2024 to discuss NEO compensation for 2023 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 his recommendations for compensation for the other NEOs without such NEOs present. Mr. Robbins neither made a recommendation to the Compensation Committee about his own compensation nor was he present when his compensation was discussed or set by the Compensation Committee. The Compensation Committee sets executive compensation with only Compensation Committee members and consultants present, 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. At Compensation Committee meetings, the Compensation Committee holds executive sessions at which its independent compensation consultant is present and provides advice.

  70. Our Peer Group

    Our Peer Group Because of our need to compete in the market for talent while at the same time aligning compensation with performance, considering the compensation and performance data of peers is an important factor in our compensation decisions. 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 equity incentive compensation) and the Company’s financial performance to a peer group. The 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 or potential new additions to the peer group, our independent compensation consultant screens for companies that are within our industry and traded on a major U.S. exchange; similarly sized within appropriate revenue, market capitalization and 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 and based on the recommendations of FW Cook, approved the following changes, resulting in the new peer group for 2023 composed of the 18 financial institutions listed below:

  71. Our Peer Group

    | 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) | | 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 |

  72. Our Peer Group

    The peer group adopted for 2023 consists of companies with revenues between $898 million and $3.2 billion, assets between $30.6 billion and $121.8 billion, and market capitalization between $2.9 billion and $13.5 billion based on information provided by

  73. Our Peer Group

    | 45 | 2024 Proxy Statement |

  74. Our Peer Group

    FW Cook at the time the peer group 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 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:

  75. Our Peer Group

    | • | 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 |

  76. Our Peer Group

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

  77. Our Peer Group

    | 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. |

  78. 2023 Compensation Program

    2023 Compensation Program In determining the 2023 compensation package for our NEOs, as in prior years, the Compensation Committee utilized a combination of base salary, non-equity incentive awards, and equity awards as detailed below. The compensation of our NEOs was 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 NEO, with any amount of compensation to be earned under these awards to be 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 2023 were paid out and the equity incentive awards for 2023, in the form of time-based and performance-based RSUs, were granted to each of our NEOs. A more detailed description and analysis of each of these determinations follows.

  79. Non-Equity Incentive Awards

    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:

  80. Non-Equity Incentive Awards

    | Title | Percentage for 2023 | | CEO | 125% of base salary | | President | 100% of base salary | | Other NEOs | 80% of base salary |

  81. Non-Equity Incentive Awards

    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 objectives for 2023 were as follows: Financial Objective (40%), Customer Experience (10%), Core Transformation (10%), Company Strategic Objectives (20%), and Individual Objectives (20%).

  82. Non-Equity Incentive Awards

    | 46 | 2024 Proxy Statement |

  83. Non-Equity Incentive Awards

    In June 2023, following the tumult in the 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 Compensation 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 the approval of the following revised framework for 2023 as compared with our 2022 framework:

  84. Non-Equity Incentive Awards

    | | 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% |

  85. Non-Equity Incentive Awards

    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.

  86. Equity Incentive Awards

    Equity Incentive Awards The table below summarizes the overall design and mix of our long-term equity incentive awards granted in February 2024:

  87. Equity Incentive Awards

    | 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/A | Vests 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 TSR | Earned and vests after three-year period based on TSR against the constituent banks comprising the KRX Index |

  88. Equity Incentive Awards

    The percentage mixes described in the table above are based on the dollar value of the awards granted. The dollar value is translated into a number of units 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 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 to award each NEO their target equity award based on 2023 performance. Time-Based Awards. Once granted, the awards vest based solely on continued service with the Company, with one-third vesting on each February 1st thereafter.

  89. Equity Incentive Awards

    | 47 | 2024 Proxy Statement |

  90. Equity Incentive Awards

    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 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 other comprehensive income (“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 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 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 merger-related charges, the earnings associated with each acquired bank in the year of acquisition, and the shares issued in connection with the BLITA acquisition. In 2023, the adjustments also include the special assessment implemented by the Federal Deposit Insurance Corporation (the “FDIC special assessment”). Earned GITBV awards vest after the end of the three-year performance period following the Compensation Committee’s certification of performance results. The number of shares that can be earned may range from 0% to 200% of the target, depending on performance (with linear interpolation between performance levels) as follows:

  91. Equity Incentive Awards

    | Percentage of Average Annual GITBV for 2024 - 2026 Performance Period | Target Shares Earned | | Below 10.50% | None | | 10.50% (Threshold) | 50% | | 12.75% (Target) | 100% | | 15.50% or higher (Maximum) | 200% |

  92. Equity Incentive Awards

    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 2023 to 10.50%, 12.75%, and 15.50% for the 2024 awards. The Compensation Committee believes that these changes reflect both the current practice of the Company’s peers as well as the Company’s financial goals and the economic conditions that we anticipate during the next three years. GITBV Payout For 2021-2023 Cycle. The table below shows how the performance-based awards based on GITBV granted in 2021 vested based upon the Company’s performance during the 2021-2023 performance period. For these awards, the threshold was 10.50%, the target was 12.50%, and the maximum was 15.125%. The 2021 awards vested in February 2024 at maximum performance (200% of target) due to achievement of three-year GITBV of 15.72%.

  93. Equity Incentive Awards

    | | | | | Cumulative | | | GITBV Performance | | | Performance Measured | | Grant Date | 2021 | 2022 | 2023 | 2021-2023 | | February 16, 2021 | 16.23% | 17.47% | 13.45% | 15.72% |

  94. Equity Incentive Awards

    Relative TSR Performance-Based Awards. These RSUs are earned based on the Company’s relative TSR for a three-year performance period against the constituent banks comprising the KRX Index. The KRX Index is used as a broad indicator of Valley’s relative market performance. Earned TSR performance-based awards vest at the end of the three-year performance period and are settled following the Compensation Committee’s review and approval of the level of performance achievement. The number of shares that may be earned ranges from 0% to 200% of the target, depending on performance (with linear interpolation between performance levels) as follows:

  95. Equity Incentive Awards

    | TSR | Percentage of Target Shares Earned | | Below 25th percentile of KRX Index | None | | 25th percentile of KRX Index (Threshold) | 50% | | 50th percentile of KRX Index (Target) | 100% | | 87.5th percentile of KRX Index (Maximum) | 200% |

  96. Equity Incentive Awards

    | 48 | 2024 Proxy Statement |

  97. Equity Incentive Awards

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

  98. Summary

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

  99. Summary

    | • | Increased his total equity award to $3,150,000 (or 100% of target) for 2023 from $2,900,000 for 2022. |

  100. Summary

    The Compensation Committee believes that the compensation determination that it made reflects the Company’s financial performance as well as strategic and operational performance in 2023. The decrease in Mr. Robbins’ compensation was due to the Company’s overall financial performance, offset by (i) Mr. Robbins’ leadership in guiding the Company through volatile economic conditions, (ii) the successful completion of the core transformation in October 2023, (iii) continuation of the Company’s positive strategic transformation in 2023, and (iv) the Company’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.

  101. Summary

    | (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). |

  102. Summary

    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.

  103. Non-Equity Incentive Awards

    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 his $1,250,000 target for 2023. While the Compensation Committee recognized Mr. Robbins’ leadership of the Company through a challenging macro environment that negatively impacted regional banks, the Committee determined it was appropriate that his annual non-equity incentive award be awarded at 73.75% of target due to the Company not 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 non-equity incentive awards for each NEO as well as the amount of the actual awards relative to target awards.

  104. Non-Equity Incentive 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 |

  105. Equity Incentive Awards

    Equity Incentive Awards The table below shows the total equity awards granted in 2024 based on 2023 performance for each NEO relative to target as well as the amount of the actual awards relative to target awards.

  106. Equity Incentive 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 |

  107. Equity Incentive Awards

    | 53 | 2024 Proxy Statement |

  108. Equity Incentive Awards

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

  109. Equity Incentive Awards

    | 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 |

  110. Equity Incentive Awards

    The table below shows the performance-based equity awards granted to our NEOs in 2024 based on 2023 performance and the grant date fair value of each award. Of these awards, 60% are subject to vesting based on the attainment of GITBV and the remaining 40% are based on relative TSR.

  111. Equity Incentive Awards

    | | Performance-Based Equity Awards at Target | | | | NEO | Based on TSR | Based on GITBV | Total | | 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 |

  112. Other Compensation

    Other Compensation 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”). The deferral plan has an employer match similar to that offered under the 401(k) Plan. Under the deferral plan, an executive 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 under “2023 Nonqualified Deferred Compensation – Deferred Compensation Plan” below. We also provide perquisites to senior officers. We provide them either a taxable monthly automobile allowance or, in the case of our CEO and our President, the use of a company-owned automobile. The automobile facilitates NEO travel between our offices, to business meetings with customers and vendors, and to investor presentations. NEOs may use the automobile for personal transportation. Personal use of the automobile 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 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 customer-facing executives to hold a membership in a local country club for which we pay admission costs, dues, and other business-related expenses. We find that club membership is an effective means of obtaining business as it allows executives to interact with present and prospective customers in a relaxed, informal environment. We require that any personal use of the country club facilities be paid by the NEO. The cost associated with any such personal use of the club, as well as club membership dues, are included as perquisites in our Summary Compensation Table. We also currently provide severance agreements to certain of our NEOs and generally provide CIC agreements to our NEOs. Our CEO and President each have a severance agreement that provides benefits in the form of lump sum cash payments if terminated by Valley without cause. We believe these agreements support 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 specified period following a CIC of Valley. These benefits provide the NEOs with income protection in the event employment is terminated without cause following a CIC, support our executive retention goals, and encourage their independence and objectivity in considering potential CIC

  113. Other Compensation

    transactions. Additionally, the terms of our equity awards provide 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.”

  114. Summary Compensation Table

    Summary Compensation Table The table below summarizes all compensation in 2023, 2022 and 2021 earned by our NEOs for services performed in all capacities for Valley and its subsidiaries.

  115. Summary Compensation Table

    | 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 |

  116. Summary Compensation Table

    | (1) Amounts for 2023 reflect the aggregate grant date fair value of the time-based and performance-based RSU awards under Accounting Standards Codification (ASC) Topic No. 718, Compensation-Stock Compensation (“ASC Topic 718”), excluding the effect of estimated forfeitures, granted by the Compensation Committee based on 2023 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. |

  117. Summary Compensation Table

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

  118. Summary Compensation Table

    | The amounts reported for 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 performance-based awards lapse based on achievement of the performance goals set forth in the award agreement. Any shares earned based on achievement of the specific performance goals vest on February 1 following the three-year performance period and the Compensation Committee’s approval of the level of performance achievement. The value on the grant date of the performance-based RSU awards based upon performance goal achievement at target and maximum would be as follows: |

  119. Summary Compensation Table

    | 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 |

  120. Summary Compensation Table

    | (2) For 2023, represents the non-equity incentive award paid in cash in 2024 based on 2023 performance. |

  121. Summary Compensation Table

    | (3) 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 his age, a present value factor, and interest discount factor based on their remaining time until retirement. The increase in the present value of the accumulated benefits as of December 31, 2023 is attributable to the decrease in the discount rate from 5.40% to 5.11%. 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 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%. |

  122. Summary Compensation Table

    | 56 | 2024 Proxy Statement |

  123. Summary Compensation Table

    | 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%. |

  124. Summary Compensation Table

    | (4) All other compensation includes perquisites and other personal benefits paid in 2023 including automobile, actual dividends paid upon vesting of time-based and performance-based RSUs, 401(k) and deferred compensation contribution payments by the Company, GTL, club dues, and deferred bonus payment to Mr. Dakkuri under legacy BLUSA long-term incentive plan. See the table below. |

  125. Summary Compensation Table

    | Name | Auto(a) | Actual Dividends Paid in 2023(b) | 401(k)(c) | DCP(d) | GTL(e) | Club Dues | Other | Total | | 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 |

  126. Summary Compensation Table

    | (a) 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 parking (if applicable) and, for Mr. Hagedorn, Mr. Dakkuri and Mr. Chillura, a monthly automobile stipend during 2023. |

  127. Summary Compensation Table

    | (b) Dividends paid on time-based and performance-based RSUs vesting in 2023. |

  128. Summary Compensation Table

    | (c) Upon hire, the Company provides to all full-time employees in the plan, including our NEOs, up to 100% of the first 4% of pay contributed and 50% of the next 2% of pay contributed. An employee must save at least 6% to get the full match (5%) under the Company’s 401(k) Plan. |

  129. Summary Compensation Table

    | (d) Effective January 1, 2017, Valley established the Deferred Compensation Plan for the benefit of certain eligible employees, see “Deferred Compensation Plan” under “2023 Nonqualified Deferred Compensation” 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. |

  130. Summary Compensation Table

    | (e) 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-time employees. |

  131. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  132. 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 |

  133. Grants of Plan-Based Awards

    | (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. Robbins 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 individual goals. See “Compensation Discussion and Analysis” beginning on page 42 of this Proxy Statement. The Compensation Committee awarded each NEO the cash amount reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023. The Compensation Committee also granted each NEO an award of time-based RSUs under the 2023 ICP (reported above under “All Other Stock Awards: Number of Shares of Stock”). The Compensation Committee also made grants to the NEOs under the 2023 ICP in the form of performance-based RSUs (reported above under “Estimated Possible Payouts Under Equity Incentive Plan Awards”). The threshold amounts reported above for the performance-based RSU awards represent the number of shares that would be earned based on achievement of threshold amounts under both the GITBV and relative TSR performance metrics measured over the cumulative three-year performance period. See “Compensation Discussion and Analysis” for information regarding these time-based RSUs and performance-based RSU awards. |

  134. Grants of Plan-Based Awards

    | (2) See grant date fair value details under footnote (1) of the Summary Compensation Table above. |

  135. Grants of Plan-Based Awards

    | 57 | 2024 Proxy Statement |

  136. Grants of Plan-Based Awards

    Restrictions on performance-based awards lapse based on achievement of the performance goals set forth in the performance-based RSU award agreement. Any shares earned based on achievement of the specific performance goals vest following the completion of the three-year performance period and the Compensation Committee’s approval of the level of performance achievement. Restrictions on time-based RSU awards lapse at the rate of 33% per year commencing with the first year after the date of grant. Dividends are credited on restricted stock and RSUs at the same time and in the same amount as dividends paid to all other common shareholders. Credited dividends are accumulated and paid upon vesting and are subject to the same time-based and performance-based restrictions as the underlying restricted stock and units. Upon a “change in control,” as defined in the 2023 ICP, following termination of employment, all restrictions on shares of time-based restricted stock will lapse and restrictions on shares of performance-based RSUs will lapse at target, unless otherwise provided in the grant agreement. The per share grant date fair values under ASC Topic 718 of each share underlying time-based and performance-based RSUs (with no market condition vesting requirement) was $8.51 per share awarded on February 20, 2024. Performance-based RSUs with market condition vesting requirements (i.e., TSR) awarded on February 20, 2024 had a $6.94 per share grant date fair value.

  137. Grants of Plan-Based Awards

    | 58 | 2024 Proxy Statement |

  138. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below represents restricted stock and RSU awards outstanding for each NEO as of December 31, 2023 (including February 20, 2024 awards which were based on 2023 performance).

  139. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock 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 |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (1) Restrictions on time-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 year after the date of grant. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | Restrictions on performance-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-based or performance-based restrictions as the underlying RSU. |

  142. Outstanding Equity Awards at Fiscal Year-End

    | 59 | 2024 Proxy Statement |

  143. Outstanding Equity Awards at Fiscal Year-End

    | The award amount in the “Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested” column represents the number of shares that may be earned based on maximum performance achievement over the cumulative three-year performance period with respect to both the GITBV and TSR performance metrics, for the 2/16/2021 award, 2/15/2022 award, 2/22/2023 award and 2/20/2024 award. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (2) At per share closing market price of $10.86 as of December 29, 2023 (the last trading day of 2023). |

  145. 2023 Stock Vested

    2023 Stock Vested The table below shows the time-based RSU awards held by our NEOs that vested in 2023, 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 2023.

  146. 2023 Stock Vested

    | | 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 |

  147. 2023 Stock Vested

    | * Value realized upon vesting of RSU awards is calculated by multiplying the number of RSUs that vested by the fair market value of the underlying shares on the vesting date. |

  148. 2023 Stock Vested

    | This amount includes the value attributable to the vesting of the final portion of the performance-based RSU awards granted on February 16, 2021 for Mr. Robbins (222,986 shares), Mr. Hagedorn (80,831 shares), Mr. Iadanza (89,193 shares), and Mr. 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 measured over the three-year performance period ending December 31, 2023. |

  149. 2023 Stock Vested

    | Dividends are credited on time-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-based or performance-based restrictions as the underlying RSUs. |

  150. 2023 Pension Benefits

    2023 Pension Benefits Pension Plan. Valley maintains a non-contributory, defined benefit pension plan (the “Pension Plan”) 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). An employee’s “average final compensation” is the employee’s highest consecutive five-year average of the employee’s annual salary. Employees hired on or after July 1, 2011, including Mr. Hagedorn, Mr. Iadanza, Mr. Dakkuri, and Mr. 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. Benefit Equalization Plan. Valley maintains a Benefit Equalization Plan (“BEP”) which provides retirement benefits in excess of the amounts payable from the Pension Plan for certain highly compensated executive officers, which was frozen effective January 1, 2014. Benefits are generally determined as follows: (i) the benefit calculated under Valley pension plan formula 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. Mr. Robbins is a participant in the BEP. Executives hired on or after July 1, 2011, including Mr. Hagedorn, Mr. Iadanza, Mr. Dakkuri, and Mr. Chillura, are not participants 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

  151. 2023 Pension Benefits

    | 60 | 2024 Proxy Statement |

  152. 2023 Pension Benefits

    such date except participants may be granted up to three additional years of service if employment is terminated in the event of a CIC. The 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, 2023.

  153. 2023 Pension Benefits

    | Name | Plan Name | # of Years Credited Service | Present Value of Accumulated Benefits ($) | | Ira Robbins | Pension Plan | 16 | $416,714 | | | BEP | 16 | 174,434 |

  154. 2023 Pension Benefits

    Present values of the accumulated benefits under the BEP and Pension Plan were determined as of January 1, 2024 based upon the accrued benefits under each plan as of December 31, 2023 and valued in accordance with the following principal actuarial assumptions: (i) post-retirement mortality in accordance with the Pri-2012 White Collar Tables (base year 2006), projected generationally with Scale MP-2021, (ii) interest at an annual effective rate of 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, 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 60% of male participants will elect a joint and two-thirds survivor annuity and 40% will elect a straight life annuity. 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 vested service at the benefit commencement date equals or exceeds 80. 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 1st of the year in which the executive reaches age 70(1)⁄2.

  155. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Deferred Compensation Plan. Valley established the Deferred Compensation Plan for the benefit of certain eligible employees in 2017. The Deferred 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 on the amount of compensation which can be taken into account under the 401(k) Plan. Each of our NEOs participated in the 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 5% of the portion of the participant’s salary and cash bonus above the limit in effect for that calendar year under the Company’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’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 5% of the participant’s salary and bonus. A participant vests in the Company matching contribution after two years of continuous employment at the Company. Earnings on 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 Secured Overnight Financing Rate average for the applicable calendar year plus the 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 sets the earnings factor each year.

  156. 2023 Nonqualified Deferred Compensation

    | 61 | 2024 Proxy Statement |

  157. 2023 Nonqualified Deferred Compensation

    Amount, Form and Time of 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 six months following the earlier to occur of the participant’s separation from service with Valley or the date of a CIC, and will represent a complete discharge of any obligation under the Deferred Compensation Plan. The table below shows each NEO’s Deferred Compensation Plan activity during 2023 and in the aggregate:

  158. 2023 Nonqualified Deferred Compensation

    | 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 |

  159. 2023 Nonqualified Deferred Compensation

    | * 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. |

  160. Severance Benefits Table

    | Ira Robbins | | | | | | | Executive Benefits and Payments Upon Termination | Death | Dismissal 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 |

  161. Severance Benefits Table

    | Michael D. Hagedorn | | | | | | | Executive Benefits and Payments Upon Termination | Death | Dismissal 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 |

  162. Severance Benefits Table

    | Thomas A. Iadanza | | | | | | | Executive Benefits and Payments Upon Termination | Death | Dismissal 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 |

  163. Severance Benefits Table

    | Raja A. Dakkuri | | | | | | | Executive Benefits and Payments Upon Termination | Death | Dismissal 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 |

  164. Severance Benefits Table

    | Joseph V. Chillura | | | | | | | Executive Benefits and Payments Upon Termination | Death | Dismissal 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 |

  165. Pay Versus Performance

    Pay Versus Performance

  166. 2023 Pay Versus Performance Table

    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.

  167. 2023 Pay Versus Performance Table

    | | | | 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% |

  168. 2023 Pay Versus Performance Table

    | (1) Reflects compensation for Ira Robbins, who served as our CEO in 2020, 2021, 2022, and 2023. |

  169. 2023 Pay Versus Performance Table

    | (2) Reflects compensation for our other NEOs as follows: |

  170. 2023 Pay Versus Performance Table

    | • | 2020: Michael D. Hagedorn, Thomas A. Iadanza, Ronald H. Janis and Robert J. Bardusch |

  171. 2023 Pay Versus Performance Table

    | • | 2021: Michael D. Hagedorn, Thomas A. Iadanza, Ronald H. Janis and Joseph V. Chillura |

  172. 2023 Pay Versus Performance Table

    | • | 2022: Michael D. Hagedorn, Thomas A. Iadanza, Raja A. Dakkuri and Joseph V. Chillura |

  173. 2023 Pay Versus Performance Table

    | • | 2023: Michael D. Hagedorn, Thomas A. Iadanza, Raja A. Dakkuri and Joseph V. Chillura |

  174. 2023 Pay Versus Performance Table

    | (3) To calculate CAP for our CEO and other NEOs, the following adjustments were made to Summary Compensation Table total pay: |

  175. 2023 Pay Versus Performance Table

    | | CEO | | | | Other NEO Average | | | | | Adjustments | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | 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 |

  176. 2023 Pay Versus Performance Table

    | 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 units are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect 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. |

  177. 2023 Pay Versus Performance Table

    | (4) Peer Group used for TSR comparisons reflects the KRX Index. |

  178. 2023 Pay Versus Performance Table

    | (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: |

  179. 2023 Pay Versus Performance Table

    | 67 | 2024 Proxy Statement |

  180. 2023 Pay Versus Performance Table

    | Tabular List of Company Financial Performance Measures: |

  181. 2023 Pay Versus Performance Table

    | • | Growth in Tangible Book Value |

  182. 2023 Pay Versus Performance Table

    | • | Core Net Income |

  183. 2023 Pay Versus Performance Table

    | • | Relative TSR |

  184. 2023 Pay Versus Performance Table

    | 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. |

  185. 2023 Pay Versus Performance Table

    | 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 impacts 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 the year of acquisition, and the shares issued in connection with the BLITA acquisition. In 2023, the adjustments also include the FDIC special assessment. |

  186. Compensation Actually Paid Versus Company Performance

    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.

  187. Compensation Actually Paid Versus Company Performance

    | CEO and Average Other NEO CAP vs Company TSR and Peer Group TSR | CEO and Average Other NEO CAP vs GAAP Net Income | | CEO and Average Other NEO CAP vs Company Selected Measure | |

  188. Compensation Actually Paid Versus Company Performance

    | 68 | 2024 Proxy Statement |

  189. Compensation Actually Paid Versus Company Performance

    Equity Compensation Plan Information The table below provides information regarding our equity compensation plans as of December 31, 2023.

  190. Compensation Actually Paid Versus Company Performance

    | 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 |

  191. Compensation Actually Paid Versus Company Performance

    | * 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. |

  192. Compensation Actually Paid Versus Company Performance

    | 69 | 2024 Proxy Statement |

  193. Compensation Actually Paid Versus Company Performance

    CEO Pay Ratio Under SEC rules, we are required to disclose the pay ratio of our CEO to our median 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 by examining the 2023 total W-2 compensation, including 401(k) deferrals, for all individuals, excluding our CEO, who were employed by us on October 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 2023. We believe the use of total W-2 compensation, including 401(k) deferrals, for all employees is a consistently applied compensation measure that reasonably reflects the annual compensation of employees. We calculated the annual total compensation for the median employee in the same manner we used to determine the annual total compensation of our NEOs for 2023, as set forth in the Summary Compensation Table. The annual total compensation in 2023 for our median employee using this methodology was $87,750.81. The annual total compensation in 2023 for our CEO using this methodology is shown in the Summary Compensation Table and was $5,416,463. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee in 2023 was 62 to 1.

  194. Compensation Actually Paid Versus Company Performance

    | 70 | 2024 Proxy Statement |

  195. Compensation Actually Paid Versus Company Performance

    | 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: |

  196. Compensation Actually Paid Versus Company Performance

    | | 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 |

  197. Compensation Actually Paid Versus Company Performance

    | (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. |

  198. Compensation Actually Paid Versus Company Performance

    | 71 | 2024 Proxy Statement |

  199. Compensation Actually Paid Versus Company Performance

    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:

  200. Compensation Actually Paid Versus Company Performance

    | • | reviewed and discussed Valley’s audited financial statements with management and KPMG; |

  201. Compensation Actually Paid Versus Company Performance

    | • | discussed with KPMG the scope of its services, including its audit plan; |

  202. Compensation Actually Paid Versus Company Performance

    | • | reviewed Valley’s internal control procedures; |

  203. Compensation Actually Paid Versus Company Performance

    | • | 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; |

  204. Compensation Actually Paid Versus Company Performance

    | • | 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 |

  205. Compensation Actually Paid Versus Company Performance

    | • | approved the audit and non-audit services provided during fiscal year 2023 by KPMG. |

  206. Compensation Actually Paid Versus Company Performance

    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.