DEF 14A of Valley National Bancorp, Apr 4, 2025

DEF 14A of Valley National Bancorp

Filed Apr 4, 2025 · FY20240001193125-25-072872

Open on EDGAR

  1. ITEM 1: Election of Directors

    ITEM 1: Election of Directors

  2. Director Nominee Snapshot

    Director Nominee Snapshot The table below provides summary information about the 11 nominees for election as directors 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. Andrew B. Abramson, Peter J. Baum, and Marc J. Lenner will not be standing for reelection at the Annual Meeting. For additional information regarding our director nominees, see “Director Biographies” beginning on page 12 of this Proxy Statement.

  3. Director Nominee Snapshot

    | | | | Committee Membership | | | | | Name and Principal Occupation | Independence | 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 | | | | | | Eric P. Edelstein Former Managing Partner at Arthur Andersen LLP | INDEPENDENT | 2003 | | | | | | Eyal Efrat First Executive Vice President and Chief Information Officer, Head of Technology Division of Bank Leumi Le-Israel B.M. | INDEPENDENT | 2025 | | | | | | Peter V. Maio Former Chief Information Officer of Ally Financial, Inc. | INDEPENDENT | 2020 | | | | | | Kathleen C. Perrott Former Chief Audit Executive of Accenture PLC | INDEPENDENT | 2023 | | | | | | Nitzan Sandor Senior Executive Vice President and Chief Legal Counsel of Bank Leumi Le-Israel B.M. | INDEPENDENT | 2024 | | | | | | 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 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 | | | | |

  4. Director Nominee Snapshot

    | | Chair of Committee |

  5. Director Nominee Snapshot

    | | Committee member |

  6. Director Nominee Snapshot

    | AC | Audit Committee |

  7. Director Nominee Snapshot

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

  8. Director Nominee Snapshot

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

  9. Director Nominee Snapshot

    | RC | Risk Committee |

  10. Director Nominee Snapshot

    | 2 | 2025 Proxy Statement |

  11. Compensation Philosophy

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

  12. 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. |

  13. 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 140% 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. |

  14. 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 based on our actual adjusted GITBV and relative TSR results compared against target-level GITBV and TSR. The number of shares that can be earned for both GITBV and TSR performance-based RSU awards may range from 0% to 200% of the target, depending on performance. |

  15. 2024 Compensation Overview

    | • | Based on the critical importance of the Company’s strategic and operational objectives for long-term value creation, 60% of our non-equity incentive compensation program is based on the successful completion of such objectives, with the remaining 40% tied to financial objectives. For 2024, 15% of our strategic and operational objectives were tied to risk management and control. |

  16. 2024 Compensation Overview

    | • | A significant portion of NEOs’ compensation is tied to our adjusted 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 2022-2024 performance period for our GITBV-based RSU awards, exhibiting year-over-year growth during the period. This resulted in a 103.45% of target payout for these awards. Our cumulative TSR was -2.89% for the three-year performance period ended December 31, 2024, and our percentile rank against the constituent banks comprising the KBW Regional Bank Index (the “KRX Index”) was 2.03%. Accordingly, for the 2022 TSR performance-based RSU awards, our performance achievement resulted in zero payout. |

  17. Director Qualifications and Experience

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

  18. Director Qualifications and Experience

    | • | Unless there are mitigating circumstances (such as medical or family emergencies), any Board member who attends less than 85% of the Board and assigned committee meetings for two consecutive years will not be nominated for reelection; |

  19. Director Qualifications and Experience

    | • | Each Board member must prepare for meetings by reading information provided prior to the meeting. Each Board member should participate in meetings, for example, by asking questions and by inquiring about policies, procedures, or practices of Valley; |

  20. Director Qualifications and Experience

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

  21. Director Qualifications and Experience

    | • | If a Board member (i) has his or her integrity challenged by a governmental agency (indictment or conviction), (ii) files for personal or business bankruptcy, (iii) materially violates the Code of Conduct and Ethics, or (iv) has a loan made to or guaranteed by the director classified as doubtful, the Board member shall resign upon the request of the Board. If a loan made to a director or guaranteed by a director is classified as substandard and not repaid within six months, the Board may ask the director to resign; |

  22. Director Qualifications and Experience

    | • | No Board member may serve on the board of directors of any other bank or financial institution or on the board of directors of more than two other public companies while a member of the Board without the approval of the Board; |

  23. Director Qualifications and Experience

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

  24. Director Qualifications and Experience

    | • | Each Board member should be an advocate for the Bank within the community; and |

  25. Director Qualifications and Experience

    | • | To the extent it is convenient, it is expected that the Bank’s services will be utilized by the Board member for his or her personal and business affiliations. |

  26. Director Qualifications and Experience

    In addition to the above qualifications, the following criteria are also considered by the Nominating Committee when evaluating director candidates in accordance with our policy regarding the nomination of director candidates:

  27. Director Qualifications and Experience

    | • | Appropriate mix of educational background, professional background, and business experience to make a significant contribution to the overall composition of the Board; |

  28. Director Qualifications and Experience

    | • | Whether the candidate would be considered a financial expert or financially literate as described in SEC and Nasdaq rules; |

  29. Director Qualifications and Experience

    | • | Whether the candidate would be considered independent under Nasdaq rules; |

  30. Director Qualifications and Experience

    | • | Demonstrated character and reputation, both personal and professional, consistent with that required for a bank director; |

  31. Director Qualifications and Experience

    | • | Willingness to apply sound and independent business judgment; |

  32. Director Qualifications and Experience

    | • | Ability to work productively with the other members of the Board; and |

  33. Director Qualifications and Experience

    | • | Availability for the substantial duties and responsibilities of a Valley director. |

  34. Director Qualifications and Experience

    | 10 | 2025 Proxy Statement |

  35. Director Qualifications and Experience

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

  36. Director Qualifications and Experience

    | | | | | | | | | | | | | | DEMOGRAPHICS | | | | | | | | | | | | | Age | 50 | 75 | 49 | 64 | 62 | 45 | 60 | 63 | 61 | 65 | 56 | | Tenure Years | 7 | 21 | 0 | 5 | 1 | 0 | 17 | 6 | 7 | 13 | 4 | | SKILLS | | | | | | | | | | | | | Audit – Accounting experience at an accounting firm or at a public or private company | ● | ● | | | ● | | | ● | ● | ● | ● | | Capital Markets – Experience in capital markets with investment banking or funds management company | ● | | ● | | | ● | | ● | | ● | ● | | Core Industry – Experience in the banking industry | ● | | ● | ● | | ● | | ● | ● | ● | ● | | Innovation, Technology & Cyber – Experience in IT, cyber security or digital technology | | | ● | ● | ● | | | | | | | | Market Knowledge – Experience in an industry relevant to Valley’s businesses | ● | | ● | | | ● | ● | ● | ● | ● | ● | | Risk – Experience with risk management in investment banking, insurance or bank regulatory matters at a public or private company | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | Senior Executive – Experience as an executive of a public or private company | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Social/Charitable – Executive or board member with social or charitable responsibilities | ● | | | ● | ● | | ● | | ● | ● | ● |

  37. Director Qualifications and Experience

    | 11 | 2025 Proxy Statement |

  38. Director Qualifications and Experience

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

  39. Director Qualifications and Experience

    | IRA ROBBINS | CHIEF EXECUTIVE OFFICER OF VALLEY NATIONAL BANCORP AND VALLEY NATIONAL BANK, CHAIRMAN OF THE BOARD | | AGE: 50 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”) (inactive) in New Jersey and is a member of both the New Jersey Society of Certified Public Accountants and the American Institute of Certified 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. | | ANDREW B. ABRAMSON | PRESIDENT AND CHIEF EXECUTIVE OFFICER, VALUE COMPANIES, INC. | | AGE: 71 DIRECTOR SINCE: 1994 | 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. Mr. Abramson will not be standing for reelection at the Annual Meeting. |

  40. Director Qualifications and Experience

    | 12 | 2025 Proxy Statement |

  41. Director Qualifications and Experience

    | PETER J. BAUM | CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF ESSEX MANUFACTURING, INC. AND BAUM-ESSEX MANUFACTURING (H.K.), LTD. | | AGE: 69 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. Mr. Baum will not be standing for reelection at the Annual Meeting. | | ERIC P. EDELSTEIN | FORMER MANAGING PARTNER AT ARTHUR ANDERSEN LLP | | AGE: 75 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. |

  42. Director Qualifications and Experience

    | 13 | 2025 Proxy Statement |

  43. Director Qualifications and Experience

    | EYAL EFRAT | FIRST EXECUTIVE VICE PRESIDENT & CHIEF INFORMATION OFFICER, HEAD OF TECHNOLOGY DIVISION OF BANK LEUMI LE ISRAEL B.M. | | AGE: 49 DIRECTOR SINCE: 2025 | Mr. Efrat has served as First Executive Vice President & Chief Information Officer, Head of Technology Division for Bank Leumi Le-Israel B.M. (“Bank Leumi” or “BLITA”) since January 2024. Prior to that role, Mr. Efrat served as First Executive Vice President & Head of Strategy, Digital and Data of Bank Leumi from October 2021 until December 2023. Mr. Efrat joined Bank Leumi from Harel Insurance Investments and Financial Services Ltd., the largest insurance and financial group in Israel, operating in insurance, asset management and credit segments (“Harel”), where he served as Executive General Manager – Tech Division Chief Information Officer from 2018 to 2021, Senior Vice President – Long Term Investments and Savings and Chief Digital Officer from 2015 to 2018, and as Vice President – Long Term Investment and Savings from 2008 to 2015. Prior to joining Harel, Mr. Efrat served in various positions of increasing responsibility at Clal Insurance Enterprises Holdings Ltd., an Israel-based insurance and financial services company, from 1999 until 2008. Mr. Efrat currently serves as a board member of Garage VC, a venture capital fund for startups in fintech, artificial intelligence and cyber, and as Chairman of Leumi Capital Markets. He also serves on the advisory board of Scanovate Ltd., an identity management company that provides a digital identity management platform for financial institutions, and Dell EMC EMEA. Mr. Efrat earned a Bachelor of Arts degree in business with a specialization in Information Systems and Finance from Ono Academic College, as well as his Master of Business Administration degree in Business Management and Finance from Baruch College. Mr. Efrat brings over 25 years of experience as a business and tech leader in the Israel financial sector, leading impactful technological and business transformations at major financial institutions. | | MARC J. LENNER | CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF LESTER M. ENTIN ASSOCIATES | | AGE: 59 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. Mr. Lenner will not be standing for reelection at the Annual Meeting. |

  44. Director Qualifications and Experience

    | 14 | 2025 Proxy Statement |

  45. Director Qualifications and Experience

    | PETER V. MAIO | FORMER CHIEF INFORMATION OFFICER OF ALLY FINANCIAL, INC. | | AGE: 64 DIRECTOR SINCE: 2020 | Mr. Maio is a former Chief Information Officer at 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. | | KATHLEEN C. PERROTT | FORMER CHIEF AUDIT EXECUTIVE OF ACCENTURE PLC | | AGE: 62 DIRECTOR SINCE: 2023 | Ms. Perrott served as Chief Audit Executive at Accenture PLC (“Accenture”), a global public professional services firm, from September 2014 to August 2020 and retired from the firm in February 2021. 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 assumed the Chair position effective January 1, 2025. 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 Health Care 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. |

  46. Director Qualifications and Experience

    | 15 | 2025 Proxy Statement |

  47. Director Qualifications and Experience

    | NITZAN SANDOR | SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL OF BANK LEUMI LE-ISRAEL B.M. | | AGE: 45 DIRECTOR SINCE: 2024 | Ms. Sandor serves as Senior Executive Vice President, Chief Legal Counsel of Bank Leumi. Prior to taking on this role at Bank Leumi in September 2024, Ms. Sandor served as Executive Vice President, Chief Legal Counsel of Israel Discount Bank (“IDB”) from August 2022 until July 2024. While at IDB, Ms. Sandor also served as a director of its subsidiaries, Israel Discount Bank of New York from October 2022 until July 2024 and Israel Credit Cards Ltd. from September 2023 until May 2024. Prior to joining IDB, Ms. Sandor was a partner at the Israeli law firm FISCHER (FBC & Co.) (“FISCHER”) from January 2013 until June 2022 and served as Co-Head of the firm’s Capital Markets practice in 2022 prior to her departure. Ms. Sandor began her career at FISCHER as an intern in March 2004 and became an associate at the firm in June 2005. Ms. Sandor received her Bachelor of Laws degree from Tel Aviv University in 2004. Ms. Sandor brings to the Board over 20 years of experience in the legal industry, as well as extensive capital markets experience and banking industry knowledge. Ms. Sandor’s service on the boards of directors of other banking organizations provides the Board with a multifaceted governance perspective. | | SURESH L. SANI | PRESIDENT OF FIRST PIONEER PROPERTIES, INC. | | AGE: 60 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 35 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. |

  48. Director Qualifications and Experience

    | 16 | 2025 Proxy Statement |

  49. Director Qualifications and Experience

    | LISA J. SCHULTZ | FORMER CO-HEAD OF CAPITAL MARKETS OF KEEFE, BRUYETTE & WOODS | | AGE: 63 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. | | JENNIFER W. STEANS | CHIEF EXECUTIVE OFFICER OF FINANCIAL INVESTMENTS CORPORATION | | AGE: 61 DIRECTOR SINCE: 2018 | Ms. Steans is the 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, Chair of the Health Equity Advisory committee of RUSH University Medical Center, and Trustee of 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. |

  50. Director Qualifications and Experience

    | 17 | 2025 Proxy Statement |

  51. Director Qualifications and Experience

    | JEFFREY S. WILKS | PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SPIEGEL ASSOCIATES | | AGE: 65 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. | | DR. SIDNEY S. WILLIAMS, JR. | CHIEF EXECUTIVE OFFICER OF CROSSING CAPITAL GROUP INC. | | AGE: 56 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. |

  52. Director Qualifications and Experience

    | 18 | 2025 Proxy Statement |

  53. Directors Whose Service on the Board Will Conclude at the Annual Meeting

    Directors Whose Service on the Board Will Conclude at the Annual Meeting Andrew B. Abramson, Peter J. Baum, and Marc J. Lenner will not be standing for reelection and will cease serving on the Board effective as of the Annual Meeting. Mr. Abramson joined the Board in 1994 and leaves the Board after 30 years of service to the Company and its shareholders. Mr. Baum joined the Board in 2012 and leaves the Board after 12 years of service to the Company and its shareholders. Mr. Lenner joined the Board in 2007 and leaves the Board after 17 years of service to the Company and its shareholders. We sincerely thank Mr. Abramson, Mr. Baum, and Mr. Lenner for their significant contributions to the Board and our shareholders throughout their respective terms of service on our Board.

  54. The Board recommends a vote “FOR” election of each of the 11 director nominees to

    The Board recommends a vote “FOR” election of each of the 11 director nominees to serve until the next annual meeting.

  55. The Board recommends a vote “FOR” election of each of the 11 director nominees to

    | 19 | 2025 Proxy Statement |

  56. The Board recommends a vote “FOR” election of each of the 11 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 Stakeholder 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 2024 is outlined below. |

  57. The Board recommends a vote “FOR” election of each of the 11 director nominees to

    | |

  58. The Board recommends a vote “FOR” election of each of the 11 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 periodically 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. |

  59. The Board recommends a vote “FOR” election of each of the 11 director nominees to

    | 20 | 2025 Proxy Statement |

  60. The Board recommends a vote “FOR” election of each of the 11 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. 2024 Shareholder Proposal. At our 2024 Annual Meeting, a shareholder proposal requesting the adoption of a policy limiting executive severance benefits to 2.99 times salary plus target bonus was presented for a vote but did not pass. The proposal was supported by holders of approximately 36% of the votes cast. We considered the outcome of the proposal and related feedback from our shareholder engagement efforts and determined not to adopt the requested policy. In particular, we considered that over 97% of the votes cast on our 2024 say-on-pay proposal were voted in favor of our executive compensation program, which includes our executive severance program. Additionally, in December 2024, we adopted the Valley National Bank Executive Severance Plan which provides for severance benefits to certain key employees, including our named executive officers other than our CEO, in connection with termination of employment in both change in control (“CIC”) and non-CIC scenarios. The plan does not include any severance multiplier in excess of 2.00. Shareholder Rights Valley’s Certificate of Incorporation and By-Laws provide shareholders with important rights, including:

  61. The Board recommends a vote “FOR” election of each of the 11 director nominees to

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

  62. The Board recommends a vote “FOR” election of each of the 11 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; |

  63. The Board recommends a vote “FOR” election of each of the 11 director nominees to

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

  64. The Board recommends a vote “FOR” election of each of the 11 director nominees to

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

  65. The Board recommends a vote “FOR” election of each of the 11 director nominees to

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

  66. The Board recommends a vote “FOR” election of each of the 11 director nominees to

    Board of Directors Matters

  67. 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 2025, 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 2025, 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.

  68. Compensation Consultants

    Compensation Consultants In 2023, the Compensation Committee engaged Fredric W. Cook & Co., Inc. (“FW Cook”) as its compensation consultant for 2024. FW Cook was engaged to review compensation and performance data of a peer group of comparable financial organizations that had been selected by the Compensation Committee upon the recommendation of FW Cook and in relation to this data, provide an overview and comments on Valley’s executive compensation as well as director compensation. Also, FW Cook was requested to provide information relating to market trends in executive compensation matters. FW Cook has reviewed and provided comments on the compensation disclosures contained in this Proxy Statement.

  69. Compensation Consultants

    | 29 | 2025 Proxy Statement |

  70. Equity Grant Procedures

    Equity Grant Procedures The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based upon grant dates of equity. Annual equity grants under our long-term incentive program are made at the Compensation Committee’s regularly scheduled meeting held each year in February and off-cycle grants are made at the regularly scheduled meetings in the third and fourth quarters. The Company does not have a current practice of granting options or option-like awards and did not grant any such awards during 2024.

  71. Credit and Lending

    Credit and Lending We manage a robust commercial and consumer lending portfolio, and we strive to understand the challenges our clients and communities face as they navigate climate-related risks and set their own goals towards a lighter carbon footprint. By improving the identification of the associated underlying data and leveraging our credit underwriting technology platform, we deploy our lending activities to support these efforts. We have proactively implemented lending assistance and support for our existing clients negatively impacted by recent climate-related events, including hurricanes and wildfires. We are proud of our current financing that results in a positive environmental impact. Since 2021, our indirect automobile and floor plan financing programs have provided discounted financing for hybrid and electric consumer vehicles. In 2024, Valley funded auto loans for approximately 1,563 electric and/or hybrid vehicles, up from 1,015 units financed in 2023 and 1,178 in 2022. We also provide commercial loans supporting renewable energy businesses and projects. We continue to identify clients who may need our lending support for their own carbon transition needs for regulatory compliance or other reasons through our Level III credit concentration threshold. This threshold identifies our lending activities to environmentally sensitive industries and provides guardrails for loans in that segment measured to a specified percentage of our capital. Our lending programs are built on a strong credit culture. We continuously review our credit practices to assess the impacts of climate change and related events. We ensure that changes in our credit policies to manage climate-related risks do not adversely affect vulnerable communities or specific industries. All climate mitigation lending approvals and loan structures adhere to our existing Credit Policy and Risk Acceptance Criteria to maintain a moderate credit risk profile. The social and economic impact of climate-related events is a significant and pressing global issue, and we are committed to understanding how it may influence the overt and tangential risks we identify and proactively manage. Notable portions of our primary markets are located near coastal waters, and we are mindful of the potential negative impact to our operations and client base from possible future climate-related events. As such, we have updated our commercial underwriting platform to assess the potential for climate-related risks and remain informed about new opportunities and developments. This involved leveraging our professional contacts and constituents, including non-profits, business entities, and government sources.

  72. Community Development

    | 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 In 2024, our non-employee directors received 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 helping to prepare and review Committee meeting agendas. The Board also has committees in addition to the Audit Committee, Compensation Committee, Nominating Committee, and Risk Committee, which 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 at the annual meeting of shareholders receives an award under the 2023 ICP of RSUs equal in value to $85,000. Effective for 2025, new non-employee directors appointed during the year receive a prorated annual RSU award for the portion of the year remaining prior to the next annual meeting of shareholders. 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 (or for newly appointed directors, on their date of appointment), 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 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. Director Stock Ownership Guidelines As set forth in the Company’s Corporate Governance Guidelines, effective January 2025, each non-employee director is required to own shares of our common stock having a value equal to four times the director’s annual cash retainer. This represents an increase from the previous ownership requirement of three times the annual cash retainer. In connection with this increase, the Board also extended the period to attain compliance. Non-employee directors now have a five-year period to attain compliance with the ownership requirement unless the Board approves an extension in appropriate circumstances. Until the ownership requirement has |

  73. Community Development

    | Name | Fees Earned or Paid in Cash(3) | Stock Awards(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Andrew B. Abramson | $90,000 | $85,000 | $1,231 | $3,624 | $179,855 | | Peter J. Baum | 90,000 | 85,000 | — | 3,624 | 178,624 | | Eric P. Edelstein(1) | 160,000 | 85,000 | 4,708 | 3,624 | 253,332 | | Dafna Landau(2) | 78,506 | 85,000 | — | — | 163,506 | | Marc J. Lenner(1) | 95,000 | 85,000 | — | 3,624 | 183,624 | | Peter V. Maio(1) | 110,000 | 85,000 | — | 3,624 | 198,624 | | Avner Mendelson | 90,000 | 85,000 | — | 687,600 | 862,200 | | Kathleen C. Perrott | 90,000 | 85,000 | — | 3,624 | 178,624 | | Nitzan Sandor(2) | 11,740 | — | — | — | 11,740 | | Suresh L. Sani(1) | 110,000 | 85,000 | — | 3,624 | 198,624 | | Lisa J. Schultz(1) | 115,000 | 85,000 | — | 3,624 | 203,624 | | Jennifer W. Steans(1) | 105,000 | 85,000 | — | 3,624 | 193,624 | | Jeffrey S. Wilks | 95,000 | 85,000 | — | 3,624 | 183,624 | | Dr. Sidney S. Williams, Jr. | 90,000 | 85,000 | — | 3,624 | 178,624 |

  74. Community Development

    | (4) Each non-employee director other than Ms. Sandor, who joined the Board in November 2024, received an RSU award with a value of $85,000 as their annual equity retainer, granted on the date of the 2024 Annual Meeting. 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 meeting of shareholders or the first anniversary of the grant date, with acceleration upon a CIC, death or disability, and retirement, but not resignation from the Board. |

  75. Community Development

    | (5) Represents the change in the present value of pension benefits for 2024 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 annual change in the present value of the accumulated benefits of Messrs. Baum, Lenner, Sani, and Wilks was a net decrease of $366, $2,933, $2,862, and $690 from the present value as of December 31, 2023 respectively; therefore, the amount reported is zero. The decrease in present value of the accumulated benefits as of December 31, 2024, is attributable to the increase in the discount rate from 4.87% to 5.32%. The increase in present value of the accumulated benefit as of December 31, 2024, for Mr. Abramson and Mr. Edelstein is attributable to the impact due to the time remaining until retirement, offset by the increase in the discount rate from 4.87% to 5.32%. |

  76. Community Development

    | (6) For each non-employee director other than Ms. Sandor, who joined the Board in November 2024 and did not receive the annual RSU grant, and Ms. Landau who did not receive the deferred cash dividend due to her departure from the Board in November 2024, this column reflects deferred cash dividends in the amount of $3,624 earned in 2024 on the RSUs that are part of the director’s annual equity retainer, granted on the date of the annual meeting of shareholders. |

  77. Community Development

    | (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. Beneficially owned shares also include 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 March 1, 2025 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 shares of restricted stock that have not yet vested, but does not include shares that may be issued upon the vesting of outstanding RSUs (except for RSUs scheduled to vest within 60 days following the date of determination). (2) For purposes of calculating these percentages, there were 560,275,784 shares of our common stock outstanding as of March 1, 2025. 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 20,157 shares held by Mr. Abramson’s wife, 10,238 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 90,537 shares purchasable pursuant to stock options exercisable within 60 days. (5) This total includes 6,150 shares held by a trust for the benefit of Mr. Baum’s children of which Mr. Baum is the trustee and 68,351 shares held by Mr. Baum’s father over which Mr. Baum has power of attorney. (6) This total includes 73,165 shares purchasable pursuant to stock options exercisable within 60 days. Of the total 515,579 shares, 420,000 shares are pledged as security for loans. |

  78. Community Development

    | Grants of Plan-Based Awards | 63 | | Outstanding Equity Awards at Fiscal Year-End | 65 | | Stock Vested | 66 | | Pension Benefits | 66 | | Nonqualified Deferred Compensation | 67 | | Other Potential Post-Employment Payments | 68 | | Severance Benefits Table | 70 | | Pay Versus Performance | 74 | | Equity Compensation Plan Information | 76 | | CEO Pay Ratio | 76 |

  79. Compensation Program Framework

    | • | Balanced compensation structure: Our compensation program has been structured to balance near-term results with long-term success, promote effective risk management, and enable us to attract, motivate, and retain our executives for creating shareholder value. As a result, we employ a mixture of short-term and long-term financial rewards for our executives. |

  80. Compensation Program Framework

    | • | 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. |

  81. Compensation Program Framework

    | • | Non-Equity Incentive Awards: Awards under our non-equity incentive compensation program are set at target levels that reflect our NEOs’ roles and responsibilities, generally ranging from 80% to 140% of base salary. We award non-equity cash compensation based in substantial part on the Company’s financial results, as well as the achievement of shared and individual strategic goals. |

  82. Compensation Program Framework

    | • | Equity Incentive Awards: The value of our NEOs’ equity incentive award is generally granted 25% in the form of time-based RSUs and 75% in the form of performance-based RSUs. |

  83. Compensation Program Framework

    | • | Time-Based Equity Awards: We award time-based RSU awards which vest pro rata on an annual basis over a three-year period. |

  84. Compensation Program Framework

    | • | Performance-Based Equity Awards: We award performance-based RSU 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. |

  85. Compensation Practices and Policies

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

  86. 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 also has a separate Clawback Policy in the event of a financial restatement in accordance with Nasdaq requirements. |

  87. 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. |

  88. Compensation Practices and Policies

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

  89. 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 |

  90. Compensation Practices and Policies

    | Time Equity Grants: Instead, we generally only grant long- term incentives on pre-determined dates to ensure that awards cannot be timed to take advantage of material non-public information.X |

  91. 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 compensation package for our NEOs, which consists of base salary, non-equity incentive awards, and equity incentive awards, as detailed below. The Compensation Committee met a total of 5 times during 2024 and early 2025 to discuss NEO compensation for 2024 and target compensation for 2025. 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 and director compensation programs. 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 benchmarking executive and director compensation. 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.

  92. 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.

  93. Our Peer Group

    | 49 | 2025 Proxy Statement |

  94. Our Peer Group

    Our 2024 Peer Group. In June 2023, 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 2024 composed of the 16 financial institutions listed below:

  95. Our Peer Group

    | Changes to 2023 Peer Group | | New 2024 Peer Group | | Removed from the Peer Group: • First Citizens BancShares (total assets outside range) • PacWest Bancorp* (market cap outside range) • Signature Bank (acquired in March 2023) • Texas Capital Bancshares (total assets outside range) • Umpqua Holdings Corporation (acquired in February 2023) Added to the Peer Group: • Cadence Bank • First Horizon Corporation • Zions Bancorporation (three peers added due to: total asset size >$50B, in line with Valley’s positioning relative to median, frequent peers of the Company’s peers, and included in the Company’s proxy advisory firm peer groups) | | BankUnited, Inc. BOK Financial Corporation Cadence Bank Comerica Incorporated Cullen/Frost Bankers, Inc. First Horizon Corporation F.N.B. Corporation Hancock Whitney Corporation New York Community Bancorp, Inc.** Prosperity Bancshares, Inc. SouthState Corporation Synovus Financial Corp. Webster Financial Corporation Western Alliance Bancorporation Wintrust Financial Corporation Zions Bancorporation |

  96. Our Peer Group

    | * Acquired by Banc of California, Inc. in November 2023. |

  97. Our Peer Group

    | ** Changed name to Flagstar Financial, Inc. in October 2024. |

  98. Our Peer Group

    The peer group adopted for 2024 consists of companies with revenues between $925 million and $3.7 billion, assets between $37.2 billion and $123.8 billion, and market capitalization between $1.4 billion and $7.4 billion based on information provided by FW Cook at the time the peer group was approved. Relative to this 16-company peer group, the Company was positioned near the median with respect to revenue, between the median and 75th percentile with respect to total assets, and near the 25th 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 2024. 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 2025 Peer Group. In June 2024, the Compensation Committee reviewed our peer group and, based on the recommendation of FW Cook, determined not to make any changes to the peer group for 2025. This decision was based on the fact that the current 16-company peer group represents a robust sample size and consists of size appropriate companies with suitable business comparability, and there was no mergers and acquisitions activity that would warrant the removal of an existing peer company.

  99. 2024 Compensation Program

    | • | Set target non-equity awards and performance objectives under our annual non-equity incentive award program for 2024, with such non-equity awards to be paid out in the first quarter of 2025 based on 2024 performance; and |

  100. 2024 Compensation Program

    | • | Set target award values for equity incentive awards to be granted to our NEOs in 2025, with the actual award value of such awards to be determined by the Compensation Committee in the first quarter of 2025 based on 2024 performance. |

  101. Non-Equity Incentive Awards

    Non-Equity Incentive Awards Each year at its February meeting, the Compensation Committee approves target non-equity incentive awards for each NEO and approves the framework establishing the performance objectives that must be achieved to earn a non-equity incentive payout for the year. 2024 NEO Target Award Levels. In February 2024, or in the case of Mr. Lan, in November 2024 in connection with his appointment as Interim CFO, the Compensation Committee set the following target non-equity incentive awards for 2024 calculated as a percentage of each executive’s base salary as follows:

  102. Non-Equity Incentive Awards

    | NEO | Percentage for 2024 | | Mr. Robbins | 140% of base salary | | Mr. Lan | 50% of base salary | | Mr. Iadanza | 100% of base salary | | Mr. Barrett | 80% of base salary | | Mr. Chillura | 85% of base salary |

  103. Non-Equity Incentive Awards

    Mr. Robbins’ target non-equity incentive award percentage represents a 12% increase from 125% in 2023. This increase was adopted to further increase the portion of Mr. Robbins’ total target direct compensation attributable to at-risk, performance-based compensation. The increase also aligned Mr. Robbins’ target more closely with the peer median.

  104. Non-Equity Incentive Awards

    | 51 | 2025 Proxy Statement |

  105. Non-Equity Incentive Awards

    In connection with Mr. Lan’s appointment as EVP, Interim CFO in November 2024, the Compensation Committee approved a target non-equity incentive award of 50% of base salary. His target non-equity incentive award was thereafter increased to 80% of base salary in March 2025 in connection with his appointment as our CFO, including with respect to internal comparability considerations. In February 2024, the target non-equity incentive award percentage of our former CFO, Mr. Hagedorn, was also set at 80% of base salary, but as addressed below under “Special NEO Compensation Arrangements,” Mr. Hagedorn did not receive payment of his non-equity incentive award for 2024 due to his departure from the Company. 2024 Performance Objectives and Weightings. In February 2024, the Compensation Committee also established the relevant performance objectives under the non-equity incentive program for 2024 and assigned each objective a weighting, as set forth in the table below. The below framework was consistent with the 2023 framework, with the exception of an increase in the weighting of the “Individual Objectives” from 10% to 20%. This additional 10% was reallocated from the core transformation performance objective that was achieved under non-equity incentive program for 2023 and as a result was not applicable in 2024.

  106. Non-Equity Incentive Awards

    | 2024 Non-Equity Incentive Program Framework | | | | | Company (65%) | Financial Objective | 40% | Financial (40%) | | | Company Strategic Objectives | 15% | Strategic (60%) | | | Customer Experience | 10% | | | Individual (35%) | Risk Management & Control | 15% | | | | Individual Objectives | 20% | |

  107. Non-Equity Incentive Awards

    In February 2025, the Compensation Committee assessed Company and individual performance relative to these performance metrics and approved the corresponding payout level as a percentage of each NEO’s target non-equity incentive award, as described in more detail below under “2024 Company and Individual Performance.”

  108. Equity Incentive Awards

    Equity Incentive Awards Under the Company’s annual equity incentive award program, the Compensation Committee grants (i) time-based RSU awards which vest pro rata on an annual basis over a three-year period and (ii) performance-based RSU awards which vest based on the Company’s adjusted GITBV and relative TSR performance measured over a three-year performance period. These awards are designed to promote retention, which is important in a competitive talent market, to incentivize performance with respect to key financial measures, and to align NEO and shareholder interests by tying a significant portion of NEOs’ pay to the Company’s long-term performance. Each year at its February meeting, the Compensation Committee:

  109. Equity Incentive Awards

    | • | Establishes a total target equity award value for each NEO as a percentage of base salary, with achievement relative to this target to be determined the following February based on the Compensation Committee’s holistic assessment of Company and individual performance during the prior year; |

  110. Equity Incentive Awards

    | • | Approves the award mix of the equity awards to be granted for the then-current performance year (i.e., the portion of the total equity award that will be time-based versus performance-based, and for the performance-based portion of the award, the portion that will be based on adjusted GITBV versus relative TSR); |

  111. Equity Incentive Awards

    | • | Grants equity awards with a total value determined relative to target based on prior year performance and determines the performance goals and metrics (i.e., adjusted GITBV and relative TSR) for the performance-based RSU awards granted at that meeting; and |

  112. Equity Incentive Awards

    | • | Certifies performance and payout levels for previously granted performance-based RSU awards, the performance period of which ended on the immediately preceding December 31. |

  113. Equity Incentive Awards

    2024 Target Award Values. Based on this process, in February 2024, the Compensation Committee approved each NEO’s target total equity award value reflected in the table below. In February 2025, following a holistic assessment of Company financial, strategic, and operational performance in 2024, as well as achievement of risk management and other individual objectives, as described in more detail below under “2024 Company and Individual Performance,” the Compensation Committee determined to award each NEO a total equity award value that was then translated into the number of time-based RSUs and performance-based RSUs granted to each NEO. See below under “2024 Compensation Awarded – Equity Incentive Awards” for more detail.

  114. Equity Incentive Awards

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  115. Equity Incentive Awards

    | NEO | 2024 Target Equity Award Value | | Ira Robbins | $3,180,000 | | Travis Lan | 250,000 | | Thomas A. Iadanza | 800,000 | | Russell Barrett | 500,000 | | Joseph V. Chillura | 500,000 |

  116. Equity Incentive Awards

    2024 Award Mix. In February 2024, consistent with prior years, the Compensation Committee approved the award mix of the equity awards, determining to grant 25% of the value of each NEO’s equity award in the form of time-based RSUs and the remaining 75% in the form of performance-based RSUs. The table below summarizes the mix of our equity incentive awards granted to our NEOs in February 2025 based on 2024 performance, with the exception of Mr. Lan whose award mix was 50% time-based RSUs and 50% performance-based RSUs based on his then position as EVP, Deputy CFO.

  117. Equity Incentive Awards

    | Form of RSU Award | Percentage of Total 2025 Target Equity Award Value (granted for 2024 performance) | 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 adjusted 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 |

  118. Equity Incentive Awards

    The percentage mixes described in the table above translate into the dollar value of each type of award granted. The dollar value is then translated into a number of units using the closing price of the Company’s common stock the day before the effective date of the grant. Each time-based and performance-based RSU award is settled in the Company’s common stock with any dividend equivalents accrued during the performance period paid in cash. Performance Goals and Metrics. As explained below, the Compensation Committee has historically chosen GITBV and relative TSR performance metrics applicable to our performance-based RSU awards given their significance to our business and to our shareholders. 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 equity 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 neutralizes 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 performance-based 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. Adjustments to GITBV primarily related to: (i) in 2022, the impacts of the Bank Leumi USA (“BLUSA”) acquisition, including adjustments with respect to merger-related charges, the earnings associated with BLUSA in the year of acquisition, and the shares issued in connection with the BLUSA acquisition; (ii) in 2023, the impact of the special assessment implemented by the Federal Deposit Insurance Corporation (the “FDIC special assessment”) and merger related expenses and other merger charges; and (iii) in 2024, the FDIC special assessment.

  119. Equity Incentive Awards

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  120. Equity Incentive Awards

    In the first quarter of each year, in setting the adjusted GITBV performance levels, 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 threshold, target, and maximum performance goals for GITBV awards accordingly. 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 against the threshold, target and maximum performance levels approved by the Compensation Committee (with linear interpolation between the performance levels). 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 certification 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:

  121. 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% |

  122. Equity Incentive Awards

    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. 2024 Performance Outcomes of our Performance-Based RSUs (2022-2024 Performance Period). In February 2025, the Compensation Committee reviewed and certified the level of performance achieved with respect to our performance-based RSU awards granted in 2022 as well as the associated payout level as described below. GITBV Payout for 2022-2024 Performance Period. The table below sets forth how the GITBV performance-based awards granted in 2022 vested based upon the Company’s performance during the 2022-2024 performance period. For these awards, the threshold was 10.50%, the target was 13.00%, and the maximum was 15.75%. The 2022 awards vested in February 2025 at 103.45% of target due to achievement of three-year adjusted GITBV of 13.19%.

  123. Equity Incentive Awards

    | | GITBV Performance | | | Cumulative Performance Measured | Payout as a % of Target | | Grant Date | 2022 | 2023 | 2024 | 2022-2024 | | | February 15, 2022 | 17.47% | 13.45% | 8.64% | 13.19% | 103.45% |

  124. Equity Incentive Awards

    TSR Payout for 2022-2024 Performance Period. The Company’s cumulative TSR was 18.90% for the three-year period ended December 31, 2024, and the percentile rank against the constituent banks comprising the KRX Index was 2.00%. Accordingly, this performance achievement resulted in zero payout of the 2022 TSR performance-based RSU awards.

  125. 2024 Company Performance

    2024 Company Performance Financial Performance (shared outcome). Under our compensation program, 40% of our non-equity incentive compensation was based on Valley’s financial performance in 2024 and reflects the Compensation Committee’s belief that our executives should generally be compensated in the context of the Company’s recent financial performance. The most important financial metric considered by the Compensation Committee relative to non-equity incentive compensation is core net income available to common shareholders.* For 2024, the Company achieved non-GAAP core net income available to common shareholders of $322.2 million. In addition to core net income, GITBV and relative TSR, the Compensation Committee considers other measures of financial performance to more holistically inform its determinations regarding our non-equity incentive compensation program and other components of our executives’ compensation. For 2024, these other financial measures included: year-over-year deposit growth of 1.7%, a year-over-year 2.8% decrease in total loans, return on average assets of 0.61%, net interest income of $1.6 billion, non-interest income of $224.5 million, non-interest expense of $1.1 billion, diluted EPS of $0.69 and a net interest margin on a fully tax equivalent basis of 2.85%.** In light of the Company’s results with respect to core net income available to common shareholders, and taking into consideration the Company’s financial performance results generally, the Compensation Committee determined that the Company did not meet its financial performance objective for 2024, resulting in zero payout with respect to this component of our non-equity incentive awards for our NEOs at the SEVP level. For 2024, Mr. Lan participated in our non-equity incentive program for non-executive officer participants. Under this non-executive plan, the Compensation Committee approved a partial adjustment with respect to the financial component of the plan, resulting in a 14% increase to Mr. Lan’s award. Performance Against Strategic and Operational Goals (shared outcome). In addition to short-term financial performance, the Compensation Committee, in setting executive compensation, considered Valley’s attainment of shared-outcome objectives, including specific strategic and operational goals (representing 25% of our non-equity incentive awards). Attainment of these goals is designed to position Valley for long-term growth for our franchise and stakeholders and for the generation of shareholder value over time. The Compensation Committee believes that the strategic targets developed and implemented by our CEO and other NEOs are crucial to the achievement of Valley’s long-term financial objectives. Valley’s compensation program is aligned with these long-term goals through our use of equity compensation, in particular, our performance-based equity awards. Customer Experience: One of our strategic objectives in 2024 was based on driving improvement in customer experience. Customer satisfaction was measured by an index based on customer attitude in terms of satisfaction, advocacy, and effort, and customer behavior in terms of household growth and number of products per household. Based on management’s successful efforts to increase our customer experience index in 2024, the Compensation Committee approved management’s assignment of a 135% achievement level to this strategic goal.

  126. Summary

    | • | Determined to award his non-equity incentive award at 73.5% of target ($1,080,450) for 2024, as compared to 73.8% of target ($921,875) in 2023; and |

  127. Summary

    | • | Increased his total equity award from $3,150,000 to $3,180,000 (or 100% of target) for 2024, which was consistent with his 2023 total equity award on a percent of target basis. |

  128. 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 2024. Mr. Iadanza earned $1,500,250 in 2024 total direct compensation, consisting of $750,000 in base salary and a $750,250 non-equity incentive award (representing approximately 100% of his target non-equity incentive award). Mr. Iadanza did not receive an equity award in 2025. See the section titled “Special NEO Compensation Arrangements” below for additional detail on compensation arrangements made in connection with Mr. Iadanza’s retirement. His total direct compensation paid for 2024 represents a 25.6% decrease from 2023 and is 34.8% below his 2024 target total direct compensation approved in February 2024. Mr. Barrett earned $1,414,450 in 2024 total direct compensation, consisting of $475,000 in base salary, a $314,450 non-equity incentive award, and a total equity award of $625,000. His total direct compensation paid for 2024 represents an 18.1% increase from 2023 and is 4.4% above his 2024 target total direct compensation. Mr. Barrett’s non-equity incentive award was 82.8% of target and his equity award was 125% of target. Mr. Chillura earned $1,318,409 in 2024 total direct compensation, consisting of $525,000 in base salary, a $293,409 non-equity incentive award, and a total equity award of $500,000. His total direct compensation paid for 2024 represents a 1.3% increase from 2023 and is 10.4% below his 2024 target total direct compensation. Mr. Chillura’s non-equity incentive award was 65.8% of target and his equity award was 100% of target. Mr. Hagedorn, our former CFO, did not receive a non-equity incentive award or an equity award for 2024 due to his departure from the Company. Mr. Lan’s salary, stock awards and non-equity incentive awards for 2024 reflect the mix of his non-executive Deputy CFO position and Interim CFO position that he held during the year. Mr. Lan was appointed as our Interim CFO on November 30, 2024, at which time his annual salary increased to $400,000, his target bonus percentage increased to 50%, and his total target equity award value remained at $250,000. On March 3, 2025, Mr. Lan was promoted to SEVP, CFO, at which time his annual salary increased to $500,000, his target bonus percentage increased to 80%, and his total target equity award value was increased to $600,000.

  129. Non-Equity Incentive Awards

    Non-Equity Incentive Awards The non-equity incentive award for Mr. Robbins was $1,080,450 for 2024, at 73.5% of target. This compares to his $921,875 award for 2023 and his $1,470,000 target for 2024. While the Compensation Committee recognized Mr. Robbins’ leadership of the Company through a challenging environment, the Compensation Committee determined it was appropriate that his annual non-equity incentive award be awarded at 73.5% of target due to the Company not achieving its 2024 financial goal. Mr. Iadanza was awarded a non-equity incentive award representing approximately 100% of target, or $750,250. The Compensation Committee determined to award Mr. Iadanza 100% of his target non-equity award in consideration of Company and individual performance during 2024, and in recognition that he would not be receiving a 2025 equity incentive award, which would otherwise have been granted to him based on 2024 performance. See “Special NEO Compensation Arrangements” below on page 60 for additional information. Our other NEOs were awarded a non-equity incentive award representing the following percentage of their target: Mr. Lan, 88.8%, Mr. Chillura, 65.8%, and Mr. Barrett, 82.8%. Mr. Hagedorn did not receive a non-equity incentive award for 2024 due to his departure from the Company.

  130. Non-Equity Incentive Awards

    | * Total direct compensation consists of base salary, non-equity incentive award earned based on 2024 performance (paid in 2025), and grant date fair value of equity incentive awards earned based on 2024 performance (granted in 2025). Target total direct compensation consists of base salary, target non-equity incentive award, and target equity incentive award (granted in 2025). |

  131. Non-Equity Incentive Awards

    | 58 | 2025 Proxy Statement |

  132. Non-Equity Incentive Awards

    The table below sets forth the non-equity incentive awards for each NEO as well as the amount of the actual awards relative to target awards.

  133. Non-Equity Incentive Awards

    | NEO | 2024 Base Salary | 2024 Target Non-Equity Incentive Award Amount | 2024 Target Non-Equity Incentive Award as % of Base Salary | 2024 Non-Equity Incentive Award Payout | 2024 Non-Equity Incentive Award as % of Target | | Ira Robbins | $1,050,000 | $1,470,000 | 140% | $1,080,450 | 73.5% | | Travis Lan | 400,000 | 200,000 | 50% | 177,600 | 88.8% | | Thomas A. Iadanza | 750,000 | 750,000 | 100% | 750,250 | 100% | | Russell Barrett | 475,000 | 380,000 | 80% | 314,450 | 82.8% | | Joseph V. Chillura | 525,000 | 446,250 | 85% | 293,409 | 65.8% |

  134. Equity Incentive Awards

    Equity Incentive Awards The table below sets forth the total equity awards granted in 2025 based on 2024 performance for each NEO relative to target, as well as the amount of the actual awards relative to target awards. Mr. Iadanza informed the Company in December 2024 of his intention to retire in June 2025 and was therefore not granted an equity award in 2025 due to his impending retirement (see “Special NEO Compensation Arrangements” below on page 60 for additional information). Mr. Hagedorn was not granted an equity award in 2025 due to his departure from the Company.

  135. Equity Incentive Awards

    | NEO | 2024 Target Equity Award Value | 2024 Actual Equity Award Value (granted in 2025 based on 2024 performance) | 2024 Actual Equity Award Value as a % of 2024 Target Equity Award Value | | Ira Robbins | $3,180,000 | $3,180,000 | 100% | | Travis Lan | 250,000 | 312,500 | 125% | | Thomas A. Iadanza | 800,000 | — | — | | Russell Barrett | 500,000 | 625,000 | 125% | | Joseph V. Chillura | 500,000 | 500,000 | 100% |

  136. Equity Incentive Awards

    Mr. Lan and Mr. Barrett each received a total equity award with a value in excess of their target awards in recognition of their respective promotions and increased responsibilities during 2024. Mr. Lan’s target equity incentive award for 2025 was subsequently increased to $600,000 in connection with his promotion to CFO in March 2025. The table below sets forth the time-based RSU awards granted to our NEOs in 2025 based on 2024 performance in both share amounts and dollar value.

  137. Equity Incentive Awards

    | NEO | Time-Based Equity Awards (# of Shares) | Value at Grant Date | | Ira Robbins | 79,820 | $795,000 | | Travis Lan | 15,688 | 156,250 | | Thomas A. Iadanza | — | — | | Russell Barrett | 15,688 | 156,250 | | Joseph V. Chillura | 12,551 | 125,000 |

  138. Equity Incentive Awards

    | 59 | 2025 Proxy Statement |

  139. Equity Incentive Awards

    The table below sets forth the performance-based RSU awards granted to our NEOs in 2025 based on 2024 performance and the grant date fair value of each award. Of these awards, 60% are subject to vesting based on the attainment of adjusted GITBV and 40% are based on relative TSR.

  140. Equity Incentive Awards

    | | Performance-Based RSU Awards at Target | | | | NEO | Based on TSR | Based on GITBV | Total | | Ira Robbins | $954,000 | $1,431,000 | $2,385,000 | | Travis Lan | 62,500 | 93,750 | 156,250 | | Thomas A. Iadanza | — | — | — | | Russell Barrett | 187,500 | 281,250 | 468,750 | | Joseph V. Chillura | 150,000 | 225,000 | 375,000 |

  141. Special NEO Compensation Arrangements

    Special NEO Compensation Arrangements Michael D. Hagedorn. Mr. Hagedorn ceased serving as SEVP, CFO of the Company effective November 30, 2024. In connection with his separation, the Company and Mr. Hagedorn entered into a Separation Agreement and General Release (the “Separation Agreement”) which provided for the payment of the following severance benefits following his separation from employment: (i) a lump sum cash payment of $590,000, representing 52 weeks of base salary; (ii) a lump sum cash payment of $472,000, representing the annual cash bonus amount (calculated at 100% of target); (iii) a lump sum cash payment of $27,511 equal to 12 months of the Company’s contribution toward Mr. Hagedorn’s current health and dental insurance; and (iv) a prorated annual cash bonus for 2024 of $433,000 (calculated at 100% of target and prorated through the his separation from employment), payable at the time that the Company pays annual cash bonuses to active employees in the first quarter of 2025. In addition, the Separation Agreement provided that Mr. Hagedorn’s unvested time-based and performance-based RSUs scheduled to vest on February 1, 2025 would remain outstanding and vest on such date, subject to satisfaction of any applicable performance conditions. All other outstanding and unvested equity awards that Mr. Hagedorn held were forfeited on his separation from employment in accordance with the terms of the applicable equity plans and the related award agreements. Payment of the foregoing benefits was subject to certain conditions, including Mr. Hagedorn’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates and agents and continued compliance with applicable restrictive covenant obligations, including a non-solicitation covenant with respect to the Company’s customers and employees for twelve months following his separation from employment. Mr. Hagedorn was also entitled to accrued benefits under the Company’s Deferred Compensation Plan and the Valley National Bank Savings and Investment Plan (“401(k) Plan”), to be paid in accordance with the terms of such plans. Thomas A. Iadanza. In December 2024, Mr. Iadanza announced that he will retire from his position as President effective June 30, 2025 after 13 years with the Company and 45 years in the banking industry. In connection with his planned retirement, the Compensation Committee determined Mr. Iadanza would be eligible to receive a non-equity incentive award for his full year of service in 2024 at 100% of his target. Mr. Iadanza’s $750,000 base salary rate remained in effect through the first quarter of 2025, and for the transition period from April 1, 2025 through his retirement date of June 30, 2025, he will receive a transition salary of $187,500 for that period. As a result of his retirement, it was determined that Mr. Iadanza would not receive an equity grant in 2025, which he otherwise would have been awarded based on 2024 performance, and he is not entitled to any non-equity incentive award for 2025, notwithstanding his employment (including transition period) of six months during 2025. Because Mr. Iadanza is retirement eligible under the terms of our 2023 ICP, his outstanding time-based RSUs will vest upon his retirement, and his performance-based RSUs will remain outstanding and vest subject to satisfaction of any applicable performance conditions. Joseph V. Chillura. In March 2025, it was announced that Mr. Chillura will transition out of his SEVP, President of Commercial Banking role, effective March 31, 2025, and separate from service with the Company effective June 30, 2025. Mr. Chillura will remain with the Company through such date as a non-executive employee to facilitate an orderly transition to his successor. In connection with Mr. Chillura’s departure, the Compensation Committee approved the vesting of his outstanding equity awards such that, upon his separation from service with Valley, his time-based RSUs will vest and his performance-based RSUs will remain outstanding and vest subject to satisfaction of any applicable performance conditions, provided that his equity awards granted in 2025 will vest on a prorated basis based on the portion of the year he was employed by Valley prior to his departure.

  142. 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 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 “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. Historically, we have provided severance agreements and CIC agreements to certain of our NEOs. In December 2024, we adopted an Executive Severance Plan, effective January 1, 2025, providing for change in control (“CIC”) and non-CIC severance benefits to certain eligible executives, including our NEOs other than our CEO, with the intent of phasing out the Company’s historical practice of providing individual severance and CIC agreements. Currently, 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 in a non-CIC context. We believe these agreements support the retention of our executives and continuity of management generally. Each of our NEOs is either a participant in the Executive Severance Plan or 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. These benefits provide the NEOs with income protection in the event employment is terminated without cause or for good reason following a CIC, support our executive retention goals, and encourage their independence and objectivity in considering potential CIC transactions. Additionally, the terms of our equity awards provide for accelerated vesting only upon a “double trigger.” The terms of the Executive Severance Pan and these agreements are described more fully in this Proxy Statement under “Other Potential Post-Employment Payments.”

  143. Summary Compensation Table

    Summary Compensation Table The table below summarizes all compensation in 2024, 2023, and 2022 earned by our NEOs for services performed in all capacities for Valley and its subsidiaries.

  144. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Ira Robbins CEO | 2024 | $1,050,000 | $3,443,405 | $1,080,450 | $40,641 | $490,572 | $6,105,068 | | | 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 | | Travis Lan CFO | 2024 | 400,000 | 329,758 | 177,600 | 299 | 24,635 | 932,292 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Thomas A. Iadanza President and Chief Banking Officer | 2024 | 750,000 | — | 750,250 | 19,315 | 239,796 | 1,759,361 | | | 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 | | Russell Barrett SEVP, Chief Operating Officer | 2024 | 475,000 | 676,778 | 314,450 | 2,504 | 57,312 | 1,526,044 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Joseph V. Chillura SEVP, Commercial Banking | 2024 | 525,000 | 541,419 | 293,409 | 9,970 | 169,807 | 1,539,605 | | | 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 | | Michael D. Hagedorn Former SEVP, CFO | 2024 | 590,000 | — | — | 11,369 | 1,729,606 | 2,330,975 | | | 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 |

  145. Summary Compensation Table

    | (1) Mr. Hagedorn ceased serving as our CFO effective November 30, 2024, and Mr. Lan was appointed as Interim CFO, effective as of that date. Mr. Lan was subsequently appointed as CFO effective March 3, 2025. For Mr. Lan and Mr. Barrett, compensation amounts are reported only for 2024 as 2024 was their first year serving as NEOs of the Company. |

  146. Summary Compensation Table

    | (2) Amounts for 2024 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 2024 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, 2024. The grant date fair value of time-based RSU awards reported in this column for each of our NEOs was as follows: Mr. Robbins, $795,000; Mr. Lan $156,250; Mr. Barrett $156,250; and Mr. Chillura $125,000. 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 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: |

  147. Summary Compensation Table

    | Name | Target Value at Grant Date | Maximum Value at Grant Date | | Ira Robbins | $2,648,405 | $5,296,810 | | Travis Lan | 173,508 | 347,017 | | Russell Barrett | 520,528 | 1,041,058 | | Joseph V. Chillura | 416,419 | 832,838 |

  148. Summary Compensation Table

    | (3) For 2024, represents the non-equity incentive award paid in cash in 2025 based on 2024 performance. |

  149. Summary Compensation Table

    | (4) Amounts reflect above-interest earnings under the Valley National Bancorp Deferred Compensation Plan (the “Deferred Compensation Plan” or “DCP”). For Mr. Robbins, this amount is also required to include any amount attributable to the change in the actuarial present value of his pension benefits from year to year, |

  150. Summary Compensation Table

    | 62 | 2025 Proxy Statement |

  151. Summary Compensation Table

    | taking into account his age, a present value factor, and interest discount factor based on their remaining time until retirement. The annual change in present value of Mr. Robbins’ accumulated benefits as of December 31, 2024, was a net decrease of $25,741 from the present value reported as of December 31, 2023; therefore, the amount attributable to his pension for 2024 is zero in accordance with SEC rules. |

  152. Summary Compensation Table

    | (5) All other compensation includes perquisites and other personal benefits paid in 2024 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, and club dues, and for Mr. Hagedorn, his severance entitlement in connection with his separation from employment. |

  153. Summary Compensation Table

    | Name | Auto(a) | Actual Dividends Paid in 2024(b) | 401(k)(c) | DCP(d) | GTL(e) | Club Dues | Severance(f) | Other | Total | | Ira Robbins | $15,392 | $337,063 | $17,250 | $83,709 | $2,622 | $27,564 | — | $6,972 | $490,572 | | Travis Lan | — | 5,313 | 13,800 | 5,154 | 368 | — | — | — | 24,635 | | Thomas A. Iadanza | 11,867 | 133,028 | 17,250 | 48,428 | 14,478 | 10,566 | — | 4,179 | 239,796 | | Russell Barrett | 14,400 | 2,049 | 17,250 | 22,852 | 761 | — | — | — | 57,312 | | Joseph V. Chillura | 14,400 | 83,144 | 17,250 | 26,170 | 2,436 | 16,657 | — | 9,750 | 169,807 | | Michael D. Hagedorn | 13,200 | 120,555 | 17,250 | 52,011 | 2,572 | — | 1,522,511 | 1,507 | 1,729,606 |

  154. 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. Chillura, Mr. Barrett, and Mr. Hagedorn, a monthly automobile stipend during 2024. |

  155. Summary Compensation Table

    | (b) Dividends paid on time-based and performance-based RSUs vesting in 2024. |

  156. 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. |

  157. 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 “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) Plan, the NEO may elect to defer 5% of the excess and the Company will match that deferral compensation. |

  158. 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. |

  159. Summary Compensation Table

    | (f) Severance represents the payments and benefits to which Mr. Hagedorn was entitled in connection with his separation from employment. For more information, see “Special NEO Compensation Arrangements” in the “Compensation Discussion and Analysis” beginning on page 60 of this Proxy Statement. |

  160. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  161. 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 | | $1,470,000 | $2,940,000 | — | — | — | — | — | | | 2/18/2025 | — | — | 119,729 | 239,458 | 478,916 | — | $2,648,405 | | | 2/18/2025 | — | — | — | — | — | 79,820 | 795,000 | | Travis Lan | | 200,000 | 400,000 | — | — | — | — | — | | | 2/18/2025 | — | — | 7,844 | 15,688 | 31,376 | — | 173,508 | | | 2/18/2025 | — | — | — | — | — | 15,688 | 156,250 | | Thomas A. Iadanza | | 750,000 | 1,500,000 | — | — | — | — | — | | Russell Barrett | | 380,000 | 760,000 | — | — | — | — | — | | | 2/18/2025 | — | — | 23,532 | 47,064 | 94,128 | — | 520,528 | | | 2/18/2025 | — | — | — | — | — | 15,688 | 156,250 | | Joseph V. Chillura | | 446,250 | 892,500 | — | — | — | — | — | | | 2/18/2025 | — | — | 18,826 | 37,651 | 75,302 | — | 416,419 | | | 2/18/2025 | — | — | — | — | — | 12,551 | 125,000 | | Michael D. Hagedorn | | 472,000 | 944,000 | — | — | — | — | — |

  162. Grants of Plan-Based Awards

    | (1) Represents the target and maximum non-equity incentive compensation amounts for performance during 2024. The Compensation Committee set target awards under our non-equity incentive program for 2024 as follows: Mr. Robbins as CEO, 140% of salary; Mr. Lan, 50%, Mr. Iadanza, 100%, Mr. Chillura, 85%, and Mr. Barrett and Mr. Hagedorn, 80% of salary. Awards were paid based upon achievement of Company and individual goals. See “Compensation Discussion and Analysis” beginning on page 45 of this Proxy Statement for information regarding our non-equity incentive awards. The Compensation Committee awarded each NEO the cash amount reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024. The Compensation Committee also granted each NEO awards under the 2023 ICP in the form of time-based RSUs (reported above under “All Other Stock Awards: Number of Shares of Stock”) and in the form of |

  163. Grants of Plan-Based Awards

    | 63 | 2025 Proxy Statement |

  164. Grants of Plan-Based Awards

    | 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. |

  165. Grants of Plan-Based Awards

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

  166. 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 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 units. Upon a “change in control,” as defined in the 2023 ICP, following qualifying termination of employment, all restrictions on shares of time-based RSUs 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 $9.96 per share awarded on February 18, 2025. Performance-based RSUs with market condition vesting requirements (i.e., TSR) awarded on February 18, 2025, had a per share grant date fair value of $12.71.

  167. Grants of Plan-Based Awards

    | 64 | 2025 Proxy Statement |

  168. 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, 2024 (including February 18, 2025 awards which were granted based on 2024 performance).

  169. 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 | 2/18/2025 | — | — | — | — | 79,820 | $723,169 | 478,916 | $4,338,979 | | | 2/20/2024 | — | — | — | — | 92,539 | 838,403 | 555,230 | 5,030,384 | | | 2/22/2023 | — | — | — | — | 40,549 | 367,374 | 364,934 | 3,306,302 | | | 2/15/2022 | — | — | — | — | 15,006 | 135,954 | 270,108 | 2,447,178 | | Total awards | | | | | | 227,914 | $2,064,900 | 1,669,188 | $15,122,843 | | Travis Lan | 2/18/2025 | — | — | — | — | 15,688 | $142,133 | 31,376 | $284,267 | | | 8/1/2024 | — | — | — | — | 29,762 | 269,644 | — | — | | | 2/20/2024 | — | — | — | — | 14,689 | 133,082 | 29,378 | 266,165 | | | 2/22/2023 | — | — | — | — | 5,873 | 53,209 | 16,780 | 152,027 | | | 2/15/2022 | — | — | — | — | 2,017 | 18,274 | 14,236 | 128,978 | | Total awards | | | | | | 68,029 | $616,342 | 91,770 | $831,437 | | Thomas A. Iadanza | 2/18/2025 | — | — | — | — | — | — | — | — | | | 2/20/2024 | — | — | — | — | 23,502 | $212,928 | 141,012 | $1,277,569 | | | 2/22/2023 | — | — | — | — | 11,186 | 101,345 | 100,672 | 912,088 | | | 2/15/2022 | — | — | — | — | 5,220 | 47,293 | 93,952 | 851,205 | | Total awards | | | | | | 39,908 | $361,566 | 335,636 | $3,040,862 | | Russell Barrett | 2/18/2025 | — | — | — | — | 15,688 | $142,133 | 94,128 | $852,800 | | | 2/20/2024 | — | — | — | — | 14,689 | 133,082 | 88,132 | 798,476 | | | 2/22/2023 | — | — | — | — | 4,195 | 38,007 | 37,752 | 342,033 | | | 4/1/2022 | — | — | — | — | 1,281 | 11,606 | 23,044 | 208,779 | | | 2/24/2020 | 90,537 | — | $8.47 | 2/24/2027 | — | — | — | — | | Total awards | | | | | | 35,853 | $324,828 | 243,056 | $2,202,088 | | Joseph V. Chillura | 2/18/2025 | — | — | — | — | 12,551 | $113,712 | 75,302 | $682,236 | | | 2/20/2024 | — | — | — | — | 14,689 | 133,082 | 88,132 | 798,476 | | | 2/22/2023 | — | — | — | — | 6,992 | 63,348 | 62,920 | 570,055 | | | 2/15/2022 | — | — | — | — | 3,263 | 29,563 | 58,720 | 532,003 | | | 3/1/2017 | 55,657 | — | $6.72 | 3/1/2027 | — | — | — | — | | | 3/1/2016 | 17,508 | — | $5.74 | 3/1/2026 | — | — | — | — | | Total awards | | | | | | 37,495 | $339,705 | 285,074 | $2,582,770 | | Michael D. Hagedorn | 2/20/2024 | — | — | — | — | 7,099 | $64,317 | — | $0 | | | 2/22/2023 | — | — | — | — | 5,069 | 45,925 | — | — | | | 2/15/2022 | — | — | — | — | 4,731 | 42,863 | 85,144 | 771,405 | | Total awards | | | | | | 16,899 | $153,105 | 85,144 | $771,405 |

  170. Outstanding Equity Awards at Fiscal Year-End

    | 65 | 2025 Proxy Statement |

  171. 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. 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. |

  172. 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 February 15, 2022 award, February 22, 2023 award, February 20, 2024 award, and February 18, 2025 award. |

  173. Outstanding Equity Awards at Fiscal Year-End

    | (2) At per share closing market price of $9.06 as of December 31, 2024. |

  174. Stock Vested

    Stock Vested The table below sets forth the time-based RSU awards held by our NEOs that vested in 2024, as well as performance-based RSU awards which vested in early 2025 based on the three-year performance period ended December 31, 2024, and the value realized upon vesting. None of our NEOs exercised any options in 2024.

  175. Stock Vested

    | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($)* | | Ira Robbins | 134,711 | $1,324,421 | | Travis Lan | 11,073 | 108,024 | | Thomas A. Iadanza | 46,212 | 454,473 | | Russell Barrett | 10,528 | 101,586 | | Joseph V. Chillura | 28,882 | 284,041 | | Michael D. Hagedorn | 41,878 | 411,851 |

  176. 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. This amount includes the value attributable to the vesting of the final portion of the performance-based RSU awards granted on February 15, 2022 for Mr. Robbins (83,828 shares), Mr. Lan (4,418 shares), Mr. Iadanza (29,158 shares), Mr. Chillura (18,224 shares), Mr. Barrett (7,151 shares), and Mr. Hagedorn (26,424). These shares vested based on the achievement of the GITBV performance goals set forth in the award agreement measured over the three-year performance period ending December 31, 2024. 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. |

  177. Pension Benefits

    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. Lan, Mr. Iadanza, Mr. Chillura, Mr. Barrett and Mr. Hagedorn, were 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. Lan, Mr. Iadanza, Mr. Chillura, Mr. Barrett and Mr. Hagedorn, 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 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 sets forth 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, 2024.

  178. Pension Benefits

    | 66 | 2025 Proxy Statement |

  179. Pension Benefits

    | Name | Plan Name | # of Years Credited Service | Present Value of Accumulated Benefits ($) | | Ira Robbins | Pension Plan | 16 | $398,932 | | | BEP | 16 | 166,475 |

  180. Pension Benefits

    Present values of the accumulated benefits under the BEP and Pension Plan were determined as of January 1, 2025 based upon the accrued benefits under each plan as of December 31, 2024 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 5.72% 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, 2025) 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.

  181. Nonqualified Deferred Compensation

    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 2024. 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 2024. 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 2024 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. 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.

  182. Nonqualified Deferred Compensation

    | 67 | 2025 Proxy Statement |

  183. Nonqualified Deferred Compensation

    The table below sets forth each NEO’s Deferred Compensation Plan activity during 2024 and in the aggregate:

  184. Nonqualified Deferred Compensation

    | Name | NEO Contribution in 2024 | Valley’s Contribution in 2024* | Aggregate Earnings in 2024* | Aggregate Withdrawals/ Distribution | Aggregate Balance at 12/31/2024 | | Ira Robbins | $83,709 | $83,709 | $115,264 | — | $1,515,535 | | Travis Lan | 5,154 | 5,154 | 848 | — | 11,156 | | Thomas A. Iadanza | 48,428 | 48,428 | 54,781 | — | 720,283 | | Russell Barrett | 22,852 | 22,852 | 7,102 | — | 93,378 | | Joseph V. Chillura | 26,170 | 26,170 | 28,277 | — | 371,798 | | Michael D. Hagedorn | 52,011 | 52,011 | 32,245 | — | 423,967 |

  185. 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 2024 are included in the Summary Compensation Table above under “All Other Compensation” and “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” respectively. |

  186. 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) | $— | $— | $— | $2,100,000 | $2,855,824(2) | | Severance – Non-Equity Incentive | $— | $— | $— | $921,875 | $4,387,500 | | Time-Based RSU Awards | $1,341,732 | $— | $— | $— | $1,341,732 | | Performance-Based RSU Awards(3) | $4,168,343 | $— | $— | $— | $4,168,343 | | Deferred Compensation | $1,515,535 | $1,515,535 | $1,515,535 | $1,515,535 | $1,515,535 | | Welfare Benefits Lump Sum Payment | $102,398 | $— | $— | $102,398 | $104,565 | | Automobile & Club Dues(4) | $— | $— | $— | $— | $116,759 | | “Parachute Penalty” Tax Gross Up | N/A | N/A | N/A | N/A | N/A | | Sub Total: | $7,128,008 | $1,515,535 | $1,515,535 | $4,639,808 | $14,490,258 | | Present Value of Annuities commencing on indicated date of termination | | | | | | | Benefit Equalization Plan | $— | $— | $— | $— | $39,120 | | Pension | $204,742 | $204,742 | $204,742 | $204,742 | $204,742 | | Total: | $7,332,750 | $1,720,277 | $1,720,277 | $4,844,550 | $14,734,120 |

  187. Severance Benefits Table

    | Travis Lan | | | | | | | 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) | $— | $— | $— | $107,692 | $636,000 | | Severance – Non-Equity Incentive | $— | $— | $— | $— | $175,000 | | Time-Based RSU Awards | $474,209 | $— | $— | $— | $474,209 | | Performance-Based RSU Awards(3) | $209,096 | $— | $— | $— | $209,096 | | Deferred Compensation | $11,156 | $11,156 | $11,156 | $11,156 | $11,156 | | Welfare Benefits Lump Sum Payment | $— | $— | $— | $4,123 | $51,757 | | Automobile & Club Dues(4) | $— | $— | $— | $— | $— | | “Parachute Penalty” Tax Gross Up | N/A | N/A | N/A | N/A | N/A | | Sub Total: | $694,461 | $11,156 | $11,156 | $122,971 | $1,557,218 | | 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: | $694,461 | $11,156 | $11,156 | $122,971 | $1,557,218 |

  188. 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) | $— | $— | $— | $1,500,000 | $2,099,999 | | Severance – Non-Equity Incentive | $— | $— | $— | $516,250 | $2,535,000 | | Time-Based RSU Awards | $361,566 | $— | $326,078 | $— | $361,566 | | Performance-Based RSU Awards(3) | $1,094,829 | $— | $— | $— | $1,094,829 | | Deferred Compensation | $720,283 | $720,283 | $720,283 | $720,283 | $720,283 | | Welfare Benefits Lump Sum Payment | $77,438 | $— | $— | $77,438 | $77,910 | | Automobile & Club Dues(4) | $— | $— | $— | $— | $35,880 | | “Parachute Penalty” Tax Gross Up | N/A | N/A | N/A | N/A | N/A | | Sub Total: | $2,254,116 | $720,283 | $1,046,361 | $2,813,971 | $6,925,467 | | 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: | $2,254,116 | $720,283 | $1,046,361 | $2,813,971 | $6,925,467 |

  189. Severance Benefits Table

    | Russell Barrett | | | | | | | 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) | $— | $— | $— | $127,885 | $850,000 | | Severance – Non-Equity Incentive | $— | $— | $— | $— | $628,900 | | Time-Based RSU Awards | $182,695 | $— | $— | $— | $182,695 | | Performance-Based RSU Awards(3) | $570,255 | $— | $— | $— | $570,255 | | Deferred Compensation | $93,378 | $93,378 | $93,378 | $93,378 | $93,378 | | Welfare Benefits Lump Sum Payment | $— | $— | $— | $4,081 | $51,256 | | Automobile & Club Dues(4) | $— | $— | $— | $— | $39,141 | | “Parachute Penalty” Tax Gross Up | N/A | N/A | N/A | N/A | N/A | | Sub Total: | $846,328 | $93,378 | $93,378 | $225,344 | $2,415,625 | | 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: | $846,328 | $93,378 | $93,378 | $225,344 | $2,415,625 |

  190. 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) | $— | $— | $— | $525,000 | $1,020,000 | | Severance – Non-Equity Incentive | $— | $— | $— | $— | $834,000 | | Time-Based RSU Awards | $225,993 | $— | $— | $— | $225,993 | | Performance-Based RSU Awards(3) | $684,266 | $— | $— | $— | $684,266 | | Deferred Compensation | $371,798 | $371,798 | $371,798 | $371,798 | $371,798 | | Welfare Benefits Lump Sum Payment | $— | $— | $— | $10,203 | $51,256 | | Automobile & Club Dues(4) | $— | $— | $— | $— | $84,418 | | “Parachute Penalty” Tax Gross Up | N/A | N/A | N/A | N/A | N/A | | Sub Total: | $1,282,057 | $371,798 | $371,798 | $907,001 | $3,271,731 | | 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: | $1,282,057 | $371,798 | $371,798 | $907,001 | $3,271,731 |

  191. Pay Versus Performance

    Pay Versus Performance 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.

  192. Pay Versus Performance

    | | | | 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) | | 2024 | $6,105,068 | $3,445,395 | $1,617,655 | $1,433,141 | $99 | $131 | $380 | 8.64% | | 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% |

  193. Pay Versus Performance

    | (1) Reflects compensation for Ira Robbins, who served as our CEO in 2020, 2021, 2022, 2023, and 2024 . |

  194. Pay Versus Performance

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

  195. Pay Versus Performance

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

  196. Pay Versus Performance

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

  197. Pay Versus Performance

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

  198. Pay Versus Performance

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

  199. Pay Versus Performance

    | • | 2024: Michael D. Hagedorn, Travis Lan, Thomas A. Iadanza, Jospeh v. Chillura, and Russell Barrett. |

  200. Pay Versus Performance

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

  201. Pay Versus Performance

    | | CEO | | | | | Other NEO Average | | | | | | Adjustments | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $6,105,068 | $5,416,463 | $6,010,335 | $5,349,830 | $4,879,048 | $1,617,655 | $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 | $(3,443,405) | $(2,975,661) | $(3,060,578) | $(2,633,731) | $(2,285,938) | $(309,591) | $(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 | $3,021,568 | $2,750,887 | $1,921,547 | $2,837,919 | $1,497,358 | $588,063 | $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 | $(1,610,197) | $697,863 | $(489,698) | $1,929,016 | $(186,348) | $(288,464) | $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 | $(586,998) | $(50,611) | $79,441 | $157,525 | $(56,413) | $(121,746) | $21,072 | $11,030 | $50,488 | $(20,616) | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | $— | $— | $— | $— | $— | $(44,085) | $— | $— | $— | $— | | Deduction for change in pension values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | $(40,641) | $(56,521) | $— | $— | $(165,153) | $(8,691) | $— | $— | $— | $— | | Compensation Actually Paid (CAP) | $3,445,395 | $5,782,420 | $4,461,048 | $7,640,559 | $3,682,555 | $1,433,141 | $1,987,653 | $2,462,181 | $2,707,854 | $1,569,427 |

  202. Pay Versus Performance

    | The equity awards included above comprise performance share units and restricted share units granted from 2021 through 2024. 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. |

  203. Pay Versus Performance

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

  204. Pay Versus Performance

    | 74 | 2025 Proxy Statement |

  205. Pay Versus Performance

    | (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 2024: |

  206. Pay Versus Performance

    | Tabular List of Company Financial Performance Measures: |

  207. Pay Versus Performance

    | • | Growth in Tangible Book Value |

  208. Pay Versus Performance

    | • | Core Net Income |

  209. Pay Versus Performance

    | • | Relative TSR |

  210. Pay Versus Performance

    | 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. |

  211. Pay Versus Performance

    | 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 performance-based 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. Adjustments to GITBV primarily related to: (i) in 2022, the impacts of the BLUSA acquisition, including adjustments with respect to merger-related charges, the earnings associated with BLUSA in the year of acquisition, and the shares issued in connection with the BLUSA acquisition; (ii) in 2023, the impact of the FDIC special assessment and merger related expenses and other merger charges; and (iii) in 2024, the FDIC special assessment. |

  212. Pay Versus 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.

  213. Pay Versus Performance

    | 75 | 2025 Proxy Statement |

  214. Pay Versus Performance

    Equity Compensation Plan Information The table below provides information regarding our equity compensation plans as of December 31, 2024.

  215. Pay Versus 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 | 11,352,126 | $8.39 | 9,582,588 | | Equity compensation plans not approve by security holders | — | — | — | | Total | 11,352,126 | $8.39 | 9,582,588 |

  216. Pay Versus Performance

    | * Amount includes 2,623,120 options outstanding with a weighted average exercise price of $8.39 and 8,729,006 RSUs measured at maximum vesting at December 31, 2024. |

  217. Pay Versus 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. As permitted by SEC rules, since there has been no change in our employee population or compensation arrangements in the past year that we believe would significantly impact the pay ratio disclosure, we are using the same median employee identified for 2023. We identified our median employee by examining the 2023 total W-2 compensation, including 401(k) Plan 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) Plan 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 2024, as set forth in the Summary Compensation Table. The annual total compensation in 2024 for our median employee using this methodology was $76,462. The annual total compensation in 2024 for our CEO using this methodology is shown in the Summary Compensation Table and was $6,105,068. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee in 2024 was 80 to 1.

  218. Pay Versus Performance

    | 76 | 2025 Proxy Statement |

  219. Pay Versus 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, 2025. 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 2025. Before selecting KPMG for 2025, 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, 2024 and 2023 were as follows: |

  220. Pay Versus Performance

    | | 2024 | 2023 | | Audit fees | $3,620,000 | $3,592,250(2) | | Audit-related fees(1) | $105,000 | $180,000 | | Total | $3,725,000 | $3,772,250 |

  221. Pay Versus 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 2024 and 2023, issuances of consents in 2024 and 2023, and limited assurance services pertaining to a Sustainable Financing Impact Report for 2023. | | (2) The amount shown in 2023 represents an increase in audit fees previously reported in the Company’s 2024 proxy statement. Audit fees for 2023 were adjusted to include final audit billings. |

  222. Pay Versus Performance

    | 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 2024. 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, 2025. |

  223. Pay Versus Performance

    | 77 | 2025 Proxy Statement |

  224. Pay Versus Performance

    Report of the Audit Committee February 18, 2025 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 2024. With respect to fiscal year 2024, the Audit Committee has:

  225. Pay Versus Performance

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

  226. Pay Versus Performance

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

  227. Pay Versus 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; |

  228. Pay Versus 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 |

  229. Pay Versus Performance

    | • | Approved the audit and non-audit services provided during fiscal year 2024 by KPMG. |

  230. Pay Versus 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 2024. Pursuant to Section 404 of the Sarbanes-Oxley Act, management is required to prepare as part of the Company’s 2024 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 2024 Annual Report on Form 10-K, the auditors’ attestation report on management’s assessment. During the course of 2024, management regularly discussed the internal control review and assessment 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 review and assessment with KPMG. Management’s assessment report and the auditor’s attestation report are included as part of the 2024 Annual Report on Form 10-K.