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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Valley National Bancorp | NASDAQ:VLY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.23 | 3.07% | 7.73 | 7.62 | 9.90 | 7.845 | 7.65 | 7.70 | 5,425,543 | 05:00:08 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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Election of 12 directors;
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2.
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Ratification of the appointment of KPMG LLP as Valley's independent registered public accounting firm for the fiscal year ending December 31, 2017;
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3.
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An advisory vote on executive compensation;
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4.
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An advisory vote on the frequency of advisory votes on executive compensation; and
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5.
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An amendment to the Restated Certificate of Incorporation of Valley National Bancorp to increase the number of authorized shares of common stock and preferred stock.
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Alan D. Eskow
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Gerald H. Lipkin
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Corporate Secretary
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Chairman and Chief Executive Officer
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PAGE
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Valley National Bancorp - 2017 Proxy Statement
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1
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•
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Item 1 – FOR the election of each of the
12
nominees for director named in this proxy statement;
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•
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Item 2 – FOR the ratification of the appointment of KPMG LLP;
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Item 3 – FOR the approval, on an advisory basis, of the compensation of our named executive officers;
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Item 4 – that future advisory votes on executive compensation be held EVERY YEAR; and
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Item 5 – FOR the approval of the amendment to Valley’s Restated Certificate of Incorporation to increase the number of authorized shares of Valley’s common stock and preferred stock.
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•
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Delivery of a properly executed, later-dated proxy; or
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•
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A written revocation of your proxy.
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To be elected to a new term, directors must receive a majority of the votes cast (the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” the nominee). Each nominee for director has tendered an irrevocable resignation that will become effective if he or she fails to receive a majority of the votes cast at the annual meeting and the Board accepts the tendered resignation. Abstentions and broker non-votes are not counted as votes cast and have no effect on the
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2
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Valley National Bancorp - 2017 Proxy Statement
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•
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The ratification of the appointment of KPMG LLP will be approved if a majority of the votes cast are voted FOR the proposal. Abstentions and broker non-votes are not counted as votes cast and will have no impact on the outcome.
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•
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The advisory vote on executive compensation will be approved if a majority of the votes cast are voted FOR the proposal. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome.
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•
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The advisory vote on the option of every year, every 2 years and every 3 years that receives the highest number of votes cast by shareholders will be the frequency for future advisory votes on executive compensation that has been selected by shareholders. Abstentions and broker non-votes are not counted as votes cast and will have no impact on the outcome.
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•
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The vote to approve the amendment to Valley’s Restated Certificate of Incorporation to increase the number of authorized shares of Valley’s common stock and preferred stock will be approved if a majority of the votes cast by the holders of Valley common stock are voted FOR such proposal. Abstentions and voted broker non-votes are not counted as votes cast and will have no effect on the outcome.
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Valley National Bancorp - 2017 Proxy Statement
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3
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Gerald H. Lipkin, 76
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Chairman of the Board and Chief Executive Officer of Valley National Bancorp and Valley National Bank.
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Director since: 1986
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Other directorships: Federal Reserve Bank of New York (FRBNY); Federal Home Loan Bank of New York (FHLBNY)
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Mr. Lipkin began his career at Valley in 1975 as a Senior Vice President and lending officer, and has spent his entire business career directly in the banking industry. He became CEO and Chairman of Valley in 1989. Prior to joining Valley, he spent 13 years in various positions with the Comptroller of the Currency as a bank examiner and then Deputy Regional Administrator for the New York region. Mr. Lipkin was elected a Class A director to the Federal Reserve Bank of New York in 2013. He serves on the Federal Home Loan Bank of New York’s Board as a Member Director representing New Jersey for a four year term that commenced on January 1, 2014. Mr. Lipkin is a graduate of Rutgers University where he earned a Bachelor’s Degree in Economics. He received a Master’s Degree in Business Administration in Banking and Finance from New York University. He is also a graduate of the Stonier School of Banking. Mr. Lipkin’s education, his over 51 years of experience in lending and commercial banking in conjunction with his leadership ability make him a valuable member of our Board of Directors.
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Andrew B. Abramson, 63
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President and Chief Executive Officer, Value Companies, Inc. (a real estate development and property management firm).
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Director since: 1994
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Mr. Abramson is a licensed real estate broker in the States of New Jersey and New York. He graduated from Cornell University with a Bachelor’s Degree, and a Master’s Degree, both in Civil Engineering. With 37 years as a business owner, an investor and developer in real estate, he brings management, financial, and real estate market experience and expertise to Valley’s Board of Directors.
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4
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Valley National Bancorp - 2017 Proxy Statement
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Peter J. Baum, 61
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Chief Financial Officer and Chief Operating Officer, Essex Manufacturing, Inc. (manufacturer, importer and distributor of consumer products).
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Director since: 2012
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Mr. Baum joined Essex Manufacturing, Inc. in 1978 as an Asian sourcing manager. Essex Manufacturing, Inc. has been in business over 54 years and imports various consumer products from Asia. Essex distributes these products to large retail customers in the U.S. and globally. Mr. Baum graduated from The Wharton School at the University of Pennsylvania in 1978 with a B.S. in Economics. Mr. Baum brings over 35 years of business experience including as a business owner for 19 years. Mr. Baum also brings financial experience and expertise to Valley’s Board of Directors.
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Pamela R. Bronander, 60
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Vice President, KMC Mechanical, Inc.; President, Kaye Mechanical Contractors LLC (mechanical contractor).
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Director since: 1993
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Ms. Bronander has full managerial responsibility for the financial, operational, human resources, and legal aspects of two mechanical contracting companies: K.M.C. Mechanical, Inc and Kaye Mechanical Contractors, LLC that serve the Tristate area. Ms. Bronander was formerly an officer of Scandia Packaging Machinery Company. She graduated with a Bachelor’s Degree in Economics from Lafayette College. Ms Bronander brings years of general business, managerial and small business financial expertise to Valley’s Board of Directors.
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Eric P. Edelstein, 67
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Consultant.
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Director since: 2003
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Mr. Edelstein is a former Director of Aeroflex, Incorporated and Computer Horizon Corp.; former Executive Vice President and Chief Financial Officer of Griffon Corporation (a diversified manufacturing and holding company), and a former Managing Partner at Arthur Andersen LLP (an accounting firm). Mr. Edelstein 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 received his Bachelor’s Degree in Business Administration and his Master’s Degree in Professional Accounting from Rutgers University. With 30 years of experience as a practicing CPA and as a management consultant, Mr. Edelstein brings in-depth knowledge of generally accepted accounting and auditing standards as well as a wide range of business expertise to our Board. He has worked with audit committees and boards of directors in the past and provides Valley’s Board of Directors with extensive experience in auditing and preparation of financial statements.
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Valley National Bancorp - 2017 Proxy Statement
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5
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Mary J. Steele Guilfoile, 63
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Chairman of MG Advisors, Inc. (financial services merger and acquisition advisory and consulting firm).
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Director since: 2003
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Other directorships: Interpublic Group of Companies, Inc., CH Robinson Worldwide
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Ms. Guilfoile is the former Executive Vice President and Corporate Treasurer of J.P. Morgan Chase & Co. (a global financial services firm) and a former Partner, Chief Financial Officer and Chief Operating Officer of The Beacon Group, LLC (a private equity, strategic advisory and wealth management partnership). Ms. Guilfoile is Chairman of MG Advisors, Inc. and is also a Partner of The Beacon Group L.P. (a private investment group), a CPA, Chairman of the Audit Committee of Interpublic Group of Companies, Inc., and was Chairman of the Audit Committee of Viasys Healthcare, Inc. She received her Bachelor’s Degree in Accounting from Boston College Carroll School of Management and her Master’s Degree in Business Administration with concentrations in strategic marketing and finance from Columbia University Graduate School of Business. With her wide range of professional experience and knowledge, Ms. Guilfoile brings a variety of business experience in corporate governance, risk management, accounting, auditing, investment and management expertise to Valley’s Board of Directors.
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Graham O. Jones, 72
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Partner and Attorney, at law firm of Jones & Jones.
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Director since: 1997
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Mr. Jones has been practicing law since 1969, with an emphasis on banking law since 1980. He has been a Partner of Jones & Jones since 1982 and served as the former President and Director of Hoke, Inc., (manufacturer and distributor of fluid control products). He was a Director and General Counsel for 12 years at Midland Bancorporation, Inc. and Midland Bank & Trust Company. Mr. Jones was a partner at Norwood Associates II for 10 years and was a President and Director for Adwildon Corporation (bank holding company). Mr. Jones received his Bachelor’s Degree from Brown University and his Juris Doctor Degree from the University of North Carolina School of Law. With his business and banking affiliations, including partnerships and directorships, as well as professional and civic affiliations, he brings a long history of banking law expertise and a variety of business experience and professional achievements to Valley’s Board of Directors.
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6
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Valley National Bancorp - 2017 Proxy Statement
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Gerald Korde, 73
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President, Birch Lumber Company, Inc. (wholesale and retail lumber distribution company).
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Director since: 1989
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Mr. Korde is the owner of Birch Lumber Company, Inc. and has various business interests including real estate investment projects with Chelsea Senior Living and Inglemoor Care Center of Livingston. He earned a Bachelor’s Degree in Finance from the University of Cincinnati. Mr. Korde’s years of general business and managerial expertise, including his background as a former owner and manager of motels, provides a long history of entrepreneurship and managerial knowledge that brings value to Valley’s Board of Directors.
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Michael L. LaRusso, 71
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Financial Consultant.
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Director since: 2004
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Mr. LaRusso is a former Executive Vice President and a Director of Corporate Monitoring Group at Union Bank of California. He held various positions as a federal bank regulator with the Comptroller of the Currency for 23 years and assumed a senior bank executive role for 15 years in large regional and/or multinational banking companies (including Wachovia, Citicorp and Union Bank of California). He holds a Bachelor’s Degree in Finance from Seton Hall University and he is also a graduate of the Stonier School of Banking. Mr. LaRusso’s extensive management and leadership experience with these financial institutions positions him well to serve on Valley’s Board of Directors.
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Marc J. Lenner, 51
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Chief Executive Officer and Chief Financial Officer of Lester M. Entin Associates (a real estate development and management company).
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Director since: 2007
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Mr. Lenner became the Chief Executive Officer and Chief Financial Officer at Lester M. Entin Associates in January 2000 after serving in various other executive positions within the company. He has experience in multiple areas of commercial real estate markets throughout the country (with a focus in the New York tri-state area), including management, acquisitions, financing, development and leasing. Mr. Lenner is the Co-Director of a charitable foundation where he manages a multi-million dollar equity and bond portfolio. Prior to Lester M. Entin Associates, he was employed by Hoberman Miller Goldstein and Lesser, P.C., an accounting firm. He attended Muhlenberg College where he earned a Bachelor’s Degree in both Business Administration and Accounting. With Mr. Lenner’s financial and professional background, he provides management, finance and real estate experience to Valley’s Board of Directors.
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Valley National Bancorp - 2017 Proxy Statement
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7
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Suresh L. Sani, 52
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President, First Pioneer Properties, Inc. (a commercial real estate management company).
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Director since: 2007
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Mr. Sani is a former associate at the law firm of Shea & Gould. As president of First Pioneer Properties, Inc., he is responsible for the acquisition, financing, developing, leasing and managing of real estate assets. He has over 25 years of experience in managing and owning commercial real estate in Valley’s lending market area. Mr. Sani received his Bachelor’s Degree from Harvard College and a Juris Doctor Degree from the New York University School of Law. He brings a legal background, small business network management and real estate expertise to Valley’s Board of Directors.
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Jeffrey S. Wilks, 57
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Principal and Executive Vice President of Spiegel Associates (a real estate ownership and development company).
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Director since: 2012
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Other directorships: State Bancorp, Inc.
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Mr. Wilks served as a director of State Bancorp, Inc. from 2001 to 2011 and was appointed to Valley’s Board of Directors in connection with Valley’s acquisition of State Bancorp, Inc., effective January 1, 2012. From 1992 to 1995 Mr. Wilks was an Associate Director of Sandler O’Neill, an investment bank specializing in the banking industry. Prior to that, Mr. Wilks was a Vice President of Corporate Finance at NatWest USA and Vice President of NatWest USA Capital Corp. and NatWest Equity Corp., each an investment affiliate of NatWest USA. Mr. Wilks serves on the board of directors of the New Cassell Business Association, is a member of the Board of Trustees of Central Synagogue, New York, is a member of the board of the Museum at Eldridge Street, and is a member of the Board of City Parks Foundation. Mr. Wilks served as Director of the Banking and Finance Committee of the UJA - Federation of New York from 1991 to 2001. Mr. Wilks earned his BSBA in Accounting and Finance from Boston University. Mr. Wilks brings experience in banking, finance and investments to Valley’s Board of Directors.
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RECOMMENDATION ON ITEM 1
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THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINATED SLATE OF DIRECTORS.
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8
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Valley National Bancorp - 2017 Proxy Statement
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2016
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2015
|
|||||
Audit fees
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$
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1,332,750
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$
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1,395,000
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||
Audit-related fees
(1)
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291,000
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333,200
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||||
Tax fees
(2)
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6,345
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6,993
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||||
All other fees
(3)
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0
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44,000
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||||
Total
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$
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1,630,095
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$
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1,779,193
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__________
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||||||
(1
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)
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Fees paid for benefit plan audits and a review of Form S-3, Form S-4, and S-8 registration statements and related expert consents.
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|||||||
(2
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)
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Includes fees rendered in connection with tax services relating to state and local matters.
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|||||||
(3
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)
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Consulting fees related to non-audit services.
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RECOMMENDATION ON ITEM 2
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THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS VALLEY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.
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Valley National Bancorp - 2017 Proxy Statement
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9
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•
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reviewed and discussed Valley’s audited financial statements with management and KPMG;
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•
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discussed with KPMG the scope of its services, including its audit plan;
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•
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reviewed Valley’s internal control procedures;
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discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, adopted by the Public Company Accounting Oversight Board;
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received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and discussed with KPMG their independence from management and Valley; and
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•
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approved the audit and non-audit services provided during fiscal year
2016
by KPMG.
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10
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Valley National Bancorp - 2017 Proxy Statement
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•
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A loan made by the Bank to a director, his or her immediate family or an entity affiliated with a director or his or her immediate family, or a loan personally guaranteed by such persons if such loan (i) complies with federal regulations on insider loans, where applicable; and (ii) is not classified by the Bank’s credit risk department or independent loan review department, or by any bank regulatory agency which supervises the Bank;
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A deposit, trust, insurance brokerage, investment advisory, securities brokerage or similar customer relationship between Valley or its subsidiaries and a director, his or her immediate family or an affiliate of his or her immediate family if such relationship is on customary and usual market terms and conditions;
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The employment by Valley or its subsidiaries of any immediate family member of the director if the
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Valley National Bancorp - 2017 Proxy Statement
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11
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•
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Annual contributions by Valley or its subsidiaries to any charity or non-profit corporation with which a director is affiliated if the contributions do not exceed an aggregate of $30,000 in any calendar year;
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Purchases of goods or services by Valley or any of its subsidiaries from a business in which a director or his or her spouse or minor children is a partner,
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•
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Purchases of goods or services by Valley, or any of its subsidiaries, from a director or a business in which the director or his or her spouse or minor children is a partner, shareholder or officer if the annual aggregate purchases of goods or services from the director, his or her spouse or minor children or such business in the last calendar year does not exceed the greater of $120,000 or five percent (5%) of the gross revenues of the business.
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Shareholders or interested parties wishing to communicate with the Board of Directors, the non-management or independent directors, or with the Lead Director should send any communication to Valley National Bancorp, c/o
Alan D. Eskow
,
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12
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Valley National Bancorp - 2017 Proxy Statement
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•
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The Corporate Secretary will forward such communication to the Board of Directors or, as appropriate, to the particular committee chairman or to the Lead Director, unless the communication is a personal or similar grievance, a shareholder proposal or related communication, an abusive or inappropriate communication, or a communication not related to the duties or responsibilities of the Board of Directors in which case the Corporate Secretary has the authority to determine the appropriate disposition of the communication. All such communications will be kept confidential to the extent possible.
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•
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The Corporate Secretary will maintain a log and copies of all such communications for inspection and review by any Board member or by the Lead Director, and will regularly review all such communications with the Board or the appropriate committee chairman or with the Lead Director at the next meeting.
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Reviewing the scope and results of the audit with Valley’s independent registered public accounting firm;
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•
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Reviewing with management and Valley’s independent registered public accounting firm Valley’s interim and year-end operating results including SEC periodic reports and press releases;
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•
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Considering the appropriateness of the internal accounting and auditing procedures of Valley;
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Valley National Bancorp - 2017 Proxy Statement
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13
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•
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Considering the independence of Valley’s independent registered public accounting firm;
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Overseeing the internal audit function;
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Reviewing the significant findings and recommended action plans prepared by the internal audit function, together with management’s response and follow-up; and
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Reporting to the full Board on significant matters coming to the attention of the Audit Committee.
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Director qualifications and standards;
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Director responsibilities;
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Director orientation and continuing education;
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Limitations on Board members serving on other boards of directors;
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Director access to management and records; and
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Criteria for the annual self-assessment of the Board, and its effectiveness.
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14
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Valley National Bancorp - 2017 Proxy Statement
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•
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The maximum age for an individual to join the Board shall be age 60, except that such limitation is inapplicable to a person who, when elected or appointed, is a member of senior management, or who was serving as a member of the Board of Directors of another company at the time of its acquisition by Valley;
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•
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A director is eligible for reelection if the director has not attained age 76 before the time of the annual meeting of the Company’s shareholders. However, the Board in its discretion may extend this age limit for not more than one year at a time for any director,
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Valley National Bancorp - 2017 Proxy Statement
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15
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•
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Each Board member must demonstrate that he or she is able to contribute effectively regardless of age;
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Each Board member must be a U.S. citizen and comply with all qualifications set forth in 12 USC §72;
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Board members must maintain their principal residences in New Jersey, New York, Florida or 100 miles from the Bank's principal office;
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•
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Board members may not stand for re-election to the Board for more than four terms following the establishment of a principal legal residence outside of New Jersey, New York, Florida or 100 miles from the Bank's principal office;
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•
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Each Board member must own a minimum of 20,000 shares of our common stock of which 5,000 shares must be in his or her own name (or jointly with the director’s spouse) and none of these 20,000 shares may be pledged or hypothecated;
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•
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Unless there are mitigating circumstances (such as medical or family emergencies), any Board member who attends less than
85%
of the Board and assigned committee meetings for two consecutive years, will not be nominated for re-election;
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•
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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;
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•
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Each Board member should be available for continuing education opportunities throughout the year;
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•
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Each Board member is expected to be above reproach in their personal and professional lives and their financial dealings with Valley, the Bank and the community;
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•
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If a Board member (a) has his or her integrity challenged by a governmental agency (indictment or conviction), (b) files for personal or business bankruptcy, (c) materially violates Valley’s Code of Conduct and Ethics, or (d) has a loan made to or guaranteed by the director classified as doubtful, the Board member shall resign upon the request of the Board. If a loan made to a director or guaranteed by a director is classified as substandard and not
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•
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No Board member may serve on the board of any other bank or financial institution or on more than two boards of other public companies while a member of Valley’s Board without the approval of Valley’s Board of Directors;
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•
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Board members should understand basic financial principles and represent a variety of areas of expertise and diversity in personal and professional backgrounds and experiences;
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•
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Each Board member should be an advocate for the Bank within the community; and
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•
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It is expected that the Bank will be utilized by the Board member for his or her personal and business affiliations.
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•
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Appropriate mix of educational background, professional background and business experience to make a significant contribution to the overall composition of the Board;
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•
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If the Nominating and Corporate Governance Committee deems it applicable, whether the candidate would be considered a financial expert or financially literate as described in SEC and NYSE rules;
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16
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Valley National Bancorp - 2017 Proxy Statement
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•
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If the Nominating and Corporate Governance Committee deems it applicable, whether the candidate would be considered independent under NYSE rules and the Board’s additional independence guidelines set forth in the Company’s Corporate Governance Guidelines;
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•
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Demonstrated character and reputation, both personal and professional, consistent with that required for a bank director;
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•
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Willingness to apply sound and independent business judgment;
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•
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Ability to work productively with the other members of the Board;
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•
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Availability for the substantial duties and responsibilities of a Valley director; and
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•
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Meets the additional criteria set forth in Valley’s Corporate Governance Guidelines.
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Valley National Bancorp - 2017 Proxy Statement
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17
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•
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A $25,000 reduction in the annual cash retainer from $50,000 to $25,000;
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•
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Non-employee directors will receive an annual $50,000 restricted stock unit award; and
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•
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Non-employee directors may attend meetings by phone on a paid basis only once per year.
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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) |
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Total
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||||||||||
Andrew B. Abramson
(1)
|
$
|
187,000
|
|
$
|
0
|
|
$
|
15,020
|
|
$
|
7,003
|
|
|
$
|
209,023
|
|
Peter J. Baum
|
132,000
|
|
0
|
|
1,434
|
|
0
|
|
|
133,434
|
|
|||||
Pamela R. Bronander
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135,000
|
|
0
|
|
14,344
|
|
0
|
|
|
149,344
|
|
|||||
Eric P. Edelstein
(1)
|
154,500
|
|
0
|
|
7,902
|
|
0
|
|
|
162,402
|
|
|||||
Mary J. Steele Guilfoile
|
145,000
|
|
0
|
|
7,401
|
|
93,236
|
|
(7)
|
245,637
|
|
|||||
Graham O. Jones
|
147,500
|
|
0
|
|
14,018
|
|
0
|
|
|
161,518
|
|
|||||
Gerald Korde
(1)
|
157,000
|
|
0
|
|
20,717
|
|
0
|
|
|
177,717
|
|
|||||
Michael L. LaRusso
|
136,500
|
|
0
|
|
7,375
|
|
3,599
|
|
|
147,474
|
|
|||||
Marc J. Lenner
(1)
|
140,000
|
|
0
|
|
3,635
|
|
0
|
|
|
143,635
|
|
|||||
Barnett Rukin
(2)
|
124,000
|
|
0
|
|
3,388
|
|
7,199
|
|
|
134,587
|
|
|||||
Suresh L. Sani
|
138,250
|
|
0
|
|
3,711
|
|
0
|
|
|
141,961
|
|
|||||
Jeffrey S. Wilks
|
132,000
|
|
0
|
|
1,362
|
|
3,599
|
|
|
136,961
|
|
|||||
____________
|
|
|
|
|
|
|
(1)
|
Lead Director or Bancorp Committee Chairman (see Committees of the Board on page
[13]
in this Proxy Statement).
|
||||
(2)
|
Mr. Rukin is currently a Valley director who will retire as a director after the upcoming annual meeting.
|
||||
(3)
|
Includes annual retainer, meeting fees and committee fees and fees for serving as lead director and chairing board committees earned and paid for 2016.
|
||||
(4)
|
The Board of Directors has terminated the Directors Restricted Stock Plan and any outstanding shares will be distributed when they vest. The aggregate number of restricted shares of common stock outstanding at December 31, 2016, for each of the following participants were: Mr. Abramson 15,783 shares; Mrs. Guilfoile 7,281 shares; Mr. LaRusso 8,111 shares; Mr. Rukin 16,224 shares; and Mr. Wilks 8,111 shares.
|
||||
(5)
|
Represents the change in the present value of pension benefits year to year under the Directors Retirement Plan for 2016 taking into account the age of each director, a present value factor, an interest discount factor and time remaining until retirement. As disclosed below, the Board of Directors pension plan was frozen for purposes of benefit accrual in 2013. The annual change in the present value of the accumulated benefits was a net increase of $100,307 in total from the present value reported as of December 31, 2015. This increase is attributable to the passage of time and the decrease in the discount rate from 4.325% to 4.110%.
|
||||
(6)
|
Except as noted in the next footnote for Ms. Guilfoile, this column reflects only the cash dividend and interest on deferred dividends earned on outstanding restricted stock during 2016, under the 2004 Directors Restricted Stock Plan.
|
||||
(7)
|
This includes $90,000 in consulting fees pursuant to a long-standing investment banking retainer consulting agreement, paid to MG Advisors, Inc. in 2016. Ms. Guilfoile is the Chairperson of MG Advisors. The amount also includes $3,236 in cash dividends and interest on deferred dividends earned on outstanding restricted stock during 2016, under the 2004 Directors Restricted Stock Plan.
|
|
18
|
Valley National Bancorp - 2017 Proxy Statement
|
Lead Director Annual Retainer
|
$50,000
|
||
Committee Chair Retainers
|
|||
Audit Chair
|
$
|
20,000
|
|
Compensation & HR Chair
|
$
|
20,000
|
|
Nominating & Governance Chair
|
$
|
12,500
|
|
Investment Chair
|
$
|
12,500
|
|
Risk Chair
|
$
|
20,000
|
|
Trust Chair
|
$
|
12,500
|
|
CRA Chair
|
$
|
12,500
|
|
Valley National Bancorp - 2017 Proxy Statement
|
19
|
|
Name of Beneficial Owner
|
Number of
Shares
Beneficially
Owned (1) |
|
Percent of
Class (2) |
||
Directors and Named Executive Officers:
|
|
|
|
||
Andrew B. Abramson
|
240,823
|
|
(3)
|
0.09
|
%
|
Peter J. Baum
|
40,267
|
|
(4)
|
0.02
|
|
Pamela R. Bronander
|
34,275
|
|
(5)
|
0.01
|
|
Peter Crocitto
|
568,481
|
|
(6)
|
0.21
|
|
Eric P. Edelstein
|
28,388
|
|
|
0.01
|
|
Alan D. Eskow
|
494,228
|
|
(7)
|
0.18
|
|
Mary J. Steele Guilfoile
|
396,237
|
|
(8)
|
0.15
|
|
Graham O. Jones
|
963,667
|
|
(9)
|
0.36
|
|
Gerald Korde
|
2,329,147
|
|
(10)
|
0.87
|
|
Michael L. LaRusso
|
43,585
|
|
(11)
|
0.02
|
|
Marc J. Lenner
|
209,590
|
|
(12)
|
0.08
|
|
Gerald H. Lipkin
|
1,250,338
|
|
(13)
|
0.47
|
|
Ira D. Robbins
|
192,450
|
|
(14)
|
0.07
|
|
Barnett Rukin
|
125,976
|
|
(15)
|
0.05
|
|
Suresh L. Sani
|
58,351
|
|
(16)
|
0.02
|
|
Rudy E. Schupp
|
286,964
|
|
(17)
|
0.11
|
|
Jeffrey S. Wilks
|
420,508
|
|
(18)
|
0.16
|
|
Directors and Executive Officers as a group (26 persons)
|
8,208,047
|
|
(19)
|
3.07
|
|
____________
|
|
|
|
(1)
|
Beneficially owned shares include shares over which the named person exercises either sole or shared voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor children or by relatives sharing the same home, (ii) by entities owned or controlled by the named person, and (iii) by the named person if he or she has the right to acquire such shares within 60 days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and beneficially by the named person. Unvested performance based RSUs do not carry voting rights and are non-transferable.
|
(2)
|
The number of shares of our common stock used in calculating the percentage of the class owned includes
263,638,830
shares of our common stock outstanding as of
December 31, 2016
. For purposes of calculating each individual’s percentage of the class owned, the number of shares underlying stock options held by that individual are also taken into account to the extent such options were exercisable at
December 31, 2016
or became exercisable within 60 days of
December 31, 2016
.*
|
(3)
|
This total includes 14,074 shares held by Mr. Abramson’s wife, 12,379 shares held by his wife in trust for his children, 9 shares held by a family trust of which Mr. Abramson is a trustee, 40,157 shares held by a family foundation, 10,197 shares held in self-directed IRA, 2,583 shares in a self-directed IRA held by his wife and 15,783 restricted shares pursuant to the director restricted stock plan. Mr. Abramson disclaims beneficial ownership of shares held by his wife and shares held for his children.
|
(4)
|
This total includes 6,150 shares held by a trust for the benefit of Mr. Baum’s children of which Mr. Baum is the trustee.
|
(5)
|
This total includes 5,992 shares held by Ms. Bronander’s children, and of this total, 972 shares are pledged as security by her adult son.
|
(6)
|
This total includes 39,702 shares held by Mr. Crocitto’s wife,
5,042
shares held in Mr. Crocitto’s KSOP, 2,913 shares held by Mr. Crocitto as custodian for his child,
83,797
restricted shares,
153,089
performance based restricted stock units (at maximum) and
42,229
shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2016*.
|
(7)
|
This total includes 51,796 shares held by Mr. Eskow’s wife, 5,303 shares held in Mr. Eskow’s KSOP, 10,578 shares held in his Roth IRA, 1,471 shares held in his IRA, 6,249 shares held jointly with his wife, 1,435 shares in an IRA held by his wife, 83,797 restricted shares,
153,089
performance based restricted stock units (at maximum) and
42,229
shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2016*.
|
(8)
|
This total includes 141,606 shares held by Ms. Guilfoile’s spouse and 7,281 restricted shares pursuant to the director restricted stock plan.
|
(9)
|
This total includes 7,124 shares owned by trusts for the benefit of Mr. Jones’ children of which his wife is co-trustee.
|
(10)
|
This total includes 72,133 shares held jointly with Mr. Korde’s wife, 342,697 shares held in the name of Mr. Korde’s wife, 893,352 shares held by his wife as custodian for his children, 315,378 shares held by a trust of which Mr. Korde is a trustee and 126,438 shares held in Mr. Korde’s self-directed IRA.
|
(11)
|
This total includes 14,506 shares held jointly with Mr. LaRusso’s wife and 8,111 restricted shares pursuant to the director restricted stock plan.
|
(12)
|
This total includes 18,694 shares held in a retirement pension, 567 shares held by Mr. Lenner’s wife, 29,092 shares held by his children, 122,150 shares held by a trust of which Mr. Lenner is 50% trustee (Mr. Lenner is an indirect beneficiary of only 25% of the trust and disclaims any pecuniary interest in the ownership of the other portion of the trust), and 18,392 shares held by a charitable foundation.
|
(13)
|
This total includes 324,760 shares held in the name of Mr. Lipkin’s wife, 6,946 shares held in Mr. Lipkin’s wife’s Roth IRA, 154 shares held jointly with his wife, 68,889 shares held in a Roth IRA, 55 shares held in his KSOP, and 38,519 shares held by a family charitable foundation of which Mr. Lipkin is a co-trustee. This total also includes Mr. Lipkin’s
173,642
restricted shares,
325,918
performance based restricted stock units (at maximum) and
135,591
shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2016*.
|
(14)
|
This total includes 2,000 shares held by Mr. Robbins' wife, 285 shares held in trusts for benefit of Mr. Robbins' children,
46,766
restricted shares,
109,902
performance based restricted stock units (at maximum) and
5,045
shares purchasable pursuant to stock options exercisable within 60 days of December 31, 2016*.
|
|
20
|
Valley National Bancorp - 2017 Proxy Statement
|
(15)
|
This total includes
6,000
shares held in Mr. Rukin’s IRA,
27,683
shares held by Mr. Rukin’s wife, as custodian and Mr. Rukin, as trustee, in various accounts for their children,
12,624
shares held by a private foundation of which Mr. Rukin is an officer and
16,224
restricted shares pursuant to the director restricted stock plan. Mr. Rukin disclaims beneficial ownership of the shares held by his wife, shares held by his wife as custodian for their children, and shares held by a private foundation.
|
(16)
|
This total includes 5,705 shares held in Mr. Sani’s Keogh Plan, 5,705 shares held in trusts for benefit of his children, and 44,390 shares held in pension trusts of which Mr. Sani is co-trustee.
|
(17)
|
This total includes 12,814 shares held in Mr. Schupp's IRA, 1,780 shares held by Mr. Schupp's wife's IRA, 1,048 shares as custodian for his children,
33,174
restricted shares and
109,902
performance based restricted stock units (at maximum).
|
(18)
|
This total includes 74,026 shares held by Mr. Wilks’ wife, 10,058 shares held by his wife in trust for one of their children, 2,747 shares held jointly with his wife for a family foundation, 20,346 shares as trustee for the benefit of their children, 12,187 shares as trustee for the benefit of his wife, 266,804 shares held by the estates of his mother and father-in-law, of which Mr. Wilks' wife is a beneficiary and is one of three executors. This total also includes Mr. Wilks’ 8,111 restricted shares pursuant to the director restricted stock plan. Mr. Wilks disclaims beneficial ownership of shares held by his mother and father-in-law’s estates.
|
(19)
|
This total includes
524,772
shares owned by
9
executive officers who are not directors or named executive officers, which total includes
12,692
shares in KSOP and/or IRA,
149
indirect shares,
125,611
restricted shares,
177,092
performance based restricted stock units (at maximum) and
28,100
* shares purchasable pursuant to stock options exercisable within 60 days of
December 31, 2016
. The total does not include shares held by the Bank’s trust department in fiduciary capacity for third parties.
|
Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned |
|
Percent of
Class (1) |
|
BlackRock, Inc.
(2)
55 East 52nd Street, New York, NY 10022 |
|
30,278,754
|
|
|
11.48%
|
The Vanguard Group
(3)
100 Vanguard Blvd., Malvern, PA 19355 |
|
19,801,278
|
|
|
7.51%
|
____________
|
|
|
|
|
(1)
|
For purposes of calculating these percentages, there were
263,638,830
shares of our common stock outstanding as of
December 31, 2016
.
|
(2)
|
Based on a Schedule 13G/A Information Statement filed
January 17, 2017
by BlackRock, Inc. The Schedule 13G/A discloses that BlackRock has sole voting power as to
29,778,648
shares, shared voting power as to
0
shares, sole dispositive power as to
30,278,754
shares, and shared dispositive power as to
0
shares.
|
(3)
|
Based on a Schedule 13G/A Information Statement filed
February 10, 2017
by The Vanguard Group. The Schedule 13G/A discloses that The Vanguard Group has sole voting power as to
297,474
shares, shared voting power as to
24,530
shares, sole dispositive power as to
19,491,474
shares, and shared dispositive power as to
309,804
shares.
|
Valley National Bancorp - 2017 Proxy Statement
|
21
|
|
•
|
The CEO’s total direct compensation increased 11.5% over 2015 levels. 40% of such increase was structured to be in the form of long-term performance based equity awards to ensure alignment with our pay for performance philosophy;
|
•
|
The CEO's cash bonus awarded represented a $150,000 increase from last year in light of Valley’s overall financial performance, including the strengthening of our earnings, our strong asset
|
•
|
The CEO's time based equity compensation increased moderately ($75,000) from last year;
|
•
|
No increase in the salary of our CEO for the sixth year in a row;
|
•
|
No increase in the total direct compensation of our COO and CFO in 2016;
|
•
|
Increased the compensation of Ira D. Robbins and Rudy E. Schupp to reflect their recent promotions;
|
•
|
Continued to provide the majority of compensation in the form of short and long term incentive compensation, and the majority of long term incentive compensation in the form of performance equity awards;
|
•
|
Continued to grant performance equity awards that cliff vest at the end of three years based on our growth in tangible book value;
|
•
|
Continued to limit the maximum payout on the TSR portion of the performance equity awards to target if the relative TSR is negative.
|
|
22
|
Valley National Bancorp - 2017 Proxy Statement
|
•
|
The commencement of our “LIFT” program which seeks to identify operating expense savings and revenue enhancement opportunities;
|
•
|
The $110 million common stock offering in December 2016 at a price well in excess of the Company’s tangible book value;
|
•
|
A 12.3% increase in net interest income in 2016 compared to 2015;
|
•
|
An increase in tangible book value on an as reported basis of 8.21% in 2016 compared to 2015;
|
•
|
A total shareholder return in 2016 of 23.55% compared to 6.12% in 2015;
|
•
|
Over $19 million in cost savings derived from the 2015 branch efficiency and cost reduction plan; and
|
•
|
The $22.0 million gain on the sale of residential mortgage loans in 2016 compared to $4.2 million in 2015.
|
•
|
Our year over year increase in earnings per share, after considering core earnings;
|
•
|
Our growth in tangible book value plus dividends;
|
•
|
Maintaining Valley’s strong commitment to credit quality;
|
•
|
Development of a long term strategic plan which supports Valley’s franchise growth;
|
•
|
Maintaining Valley’s dividend;
|
•
|
Meeting or exceeding regulatory requirements, including regulatory capital requirements, in all facets of our business; and
|
•
|
Training and developing staff for succession planning purposes and for maintaining business continuity.
|
Valley National Bancorp - 2017 Proxy Statement
|
23
|
|
•
|
The companies in the peer group are all located in our market areas or comparable metropolitan locations; and
|
•
|
The companies in the peer group are, on average, similar in size and complexity to Valley.
|
|
24
|
Valley National Bancorp - 2017 Proxy Statement
|
Component
|
|
Key features
|
|
Purpose
|
Salary
|
è
|
Certain cash payment based on position, responsibilities and experience.
|
è
|
Offers a stable source of income.
|
EIP Cash Awards
|
è
|
Annual cash awards which are tied to achievement of both company and individual goals.
|
è
|
Intended to motivate and reward executives for achievements of short-term (one year) company and individual goals.
|
EIP Time Vested Equity Awards
|
è
|
Equity incentives earned based on time.
|
è
|
Intended to create alignment with shareholders and promote retention.
|
2016 Stock Plan Performance Equity Awards
|
è
|
Equity incentives earned based upon meeting performance targets.
|
è
|
Intended to focus on achievement of company performance objectives, relative TSR and growth in tangible book value (as defined below).
|
Valley National Bancorp - 2017 Proxy Statement
|
25
|
|
Form of Award
|
Percentage of Total Target Equity Award Value for Mr. Lipkin
|
Percentage of Total Target Equity Award Value for Other NEOs
|
Purpose
|
Performance Measured
|
Earned and Vesting Periods
|
Time Vested Award (time-vested restricted stock)
|
25.7%
|
33.3%
|
Encourages retention.
Fosters shareholder mentality among the executive team.
|
N/A
|
Vests on the first, second, and third anniversaries of the grant date.
|
Growth in Tangible Book Value Performance Award (restricted stock units)
|
55.7%
|
50%
|
Encourages retention and ties executive compensation to our operational performance.
|
Growth in Tangible
Book Value (as defined)
|
Earned and vests after three-year performance period based on Growth in Tangible Book Value.
|
TSR Performance Award (restricted stock units)
|
18.6%
|
16.7%
|
Encourages retention and ties executive compensation to our long-term market performance.
|
Relative TSR
|
Earned and vests after three-year performance period based on TSR.
|
|
26
|
Valley National Bancorp - 2017 Proxy Statement
|
Grant Date
|
Performance in 2014
|
Performance in 2015
|
Performance in 2016
|
Cumulative Perfor-mance Measured to Date
|
1/31/2014
*
|
10.82%
|
11.28%
|
12.51%
|
11.54%
|
1/30/2015
|
N/A
|
11.28%
|
12.51%
|
11.90%
|
1/28/2016
|
N/A
|
N/A
|
12.51%
|
12.51%
|
__________
|
|
|
(*)
|
The terms of the awards granted in 2014 provided for an annual payout of a certain portion of the award based on achievement of Growth in Tangible Book Value performance goals measured annually. This feature allowing for potential annual payout was eliminated from performance based awards commencing with those granted in 2015.
|
TSR
|
Percentage of Target Shares Earned
|
Below 25
th
percentile of peer group
|
None
|
25
th
percentile of peer group (Threshold)
|
50%
|
50
th
percentile of peer group (Target)
|
100%
|
75
th
percentile of peer group (Maximum)
|
150%
|
•
|
Maintained his salary of $1,123,500 for the sixth consecutive year;
|
•
|
Increased his total target equity awards to $1,750,000 from $1,526,500 for 2015;
|
•
|
Increased his target EIP cash award to $750,000 for 2016 from $600,000 for 2015.
|
Valley National Bancorp - 2017 Proxy Statement
|
27
|
|
•
|
Maintained the total direct compensation of Messrs. Eskow and Crocitto (including all elements of compensation) consistent with 2015;
|
•
|
Increased Mr. Eskow's salary in 2017 for the first time in five years to $575,000 from $545,750, a 5.4% increase;
|
•
|
Maintained Messrs. Eskow and Crocitto at the proportion of target equity awards that are performance based at two-thirds of the total;
|
•
|
Increased the total direct compensation for Ira Robbins and Rudy Schupp to $1,525,000 from $1,281,250 and increased their base salary in 2017 to $750,000 from $525,000 in 2016;
|
•
|
Set the EIP cash awards for Messrs. Robbins and Schupp at $250,000 compared to $200,000 in the prior year; and
|
•
|
Awarded time vested ($250,000) and target performance based ($500,000) equity awards for Messrs. Robbins and Schupp which means that two-thirds of equity awards are performance based.
|
Named Executive Officer
|
2016 Base Salary
|
EIP Cash
Awards for 2016
|
EIP Cash
Award as % of 2016 Base Salary
|
|
|||||
Gerald H. Lipkin
|
$
|
1,123,500
|
|
$
|
750,000
|
|
66.8
|
|
%
|
Alan D. Eskow
|
545,750
|
|
200,000
|
|
36.6
|
|
|
||
Peter Crocitto
|
545,750
|
|
200,000
|
|
36.6
|
|
|
||
Ira D. Robbins
|
525,000
|
|
250,000
|
|
47.6
|
|
|
||
Rudy E. Schupp
|
525,000
|
|
250,000
|
|
47.6
|
|
|
|
28
|
Valley National Bancorp - 2017 Proxy Statement
|
NEO
|
Allo-cation
of EIP Pool
|
Maximum Permitted Aggregate EIP Award
|
Cash Award
Paid
|
Time Vested Equity Award Granted
|
Total Aggre-gate
Award Granted
|
||||||||
Lipkin
|
35%
|
$
|
4,084,150
|
|
$
|
750,000
|
|
$
|
450,000
|
|
$
|
1,200,000
|
|
Eskow
|
17.5%
|
2,042,075
|
|
200,000
|
|
225,000
|
|
425,000
|
|
||||
Crocitto
|
17.5%
|
2,042,075
|
|
200,000
|
|
225,000
|
|
425,000
|
|
||||
Robbins
|
15%
|
1,750,350
|
|
250,000
|
|
250,000
|
|
500,000
|
|
||||
Schupp
|
15%
|
1,750,350
|
|
250,000
|
|
250,000
|
|
500,000
|
|
||||
|
|
$
|
11,669,000
|
|
$
|
1,650,000
|
|
$
|
1,400,000
|
|
$
|
3,050,000
|
|
|
|
Performance Based Stock Awards at Target
|
|
Performance Based Stock Awards at Maximum
|
||||||||||||||||
Named Executive Officer
|
|
Based on TSR
|
Based on Growth in TBV
|
Total
|
|
Based on TSR
|
Based on Growth in TBV
|
Total
|
||||||||||||
Gerald H. Lipkin
|
|
$
|
325,000
|
|
$
|
975,000
|
|
$
|
1,300,000
|
|
|
$
|
487,500
|
|
$
|
1,462,500
|
|
$
|
1,950,000
|
|
Alan D. Eskow
|
|
112,500
|
|
337,500
|
|
450,000
|
|
|
168,750
|
|
506,250
|
|
675,000
|
|
||||||
Peter Crocitto
|
|
112,500
|
|
337,500
|
|
450,000
|
|
|
168,750
|
|
506,250
|
|
675,000
|
|
||||||
Ira D. Robbins
|
|
125,000
|
|
375,000
|
|
500,000
|
|
|
187,500
|
|
562,500
|
|
750,000
|
|
||||||
Rudy E. Schupp
|
|
125,000
|
|
375,000
|
|
500,000
|
|
|
187,500
|
|
562,500
|
|
750,000
|
|
Valley National Bancorp - 2017 Proxy Statement
|
29
|
|
Title (Name)
|
Minimum Required Common Stock Ownership*
|
CEO (Mr. Lipkin)
|
200,000
|
Senior EVP (Messrs. Eskow, Crocitto, Robbins and Schupp)
|
50,000
|
____________
|
*
|
Includes all shares each NEO is required under SEC rules to report as beneficially owned.
|
|
30
|
Valley National Bancorp - 2017 Proxy Statement
|
Gerald Korde, Committee Chairman
|
Andrew B. Abramson
|
Pamela R. Bronander
|
Eric P. Edelstein
|
Michael L. LaRusso
|
Marc J. Lenner
|
Suresh L. Sani
|
Plan Category
|
Number of shares to
be issued upon exercise of outstanding options and rights*
|
Weighted
average exercise price on out-standing options and rights
|
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
|
||||
Equity compensation plans approved by security holders
|
1,848,911
|
|
$
|
14.01
|
|
8,334,305
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,848,911
|
|
$
|
14.01
|
|
8,334,305
|
|
____________
|
|
|
*
|
Amount includes 732,489 options outstanding with a weighted average exercise price of $14.01 and 1,116,422 performance-based restricted stock units at maximum at December 31, 2016. Amount does not include 2,090,165 outstanding restricted shares.
|
Valley National Bancorp - 2017 Proxy Statement
|
31
|
|
Name and Principal Position
|
Year
|
Salary
|
Stock Awards
(1)
|
Non-Equity Incentive Plan Compen-sation
(2)
|
Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings
(3)
|
All Other Compen-sation
(4)
|
Total
|
Total Without Change in Pension Value*
|
||||||||||||||
Gerald H. Lipkin
|
2016
|
$
|
1,123,500
|
|
$
|
1,750,000
|
|
$
|
750,000
|
|
$
|
909,924
|
|
$
|
188,536
|
|
$
|
4,721,960
|
|
$
|
3,812,036
|
|
Chairman of the
|
2015
|
1,123,500
|
|
1,526,500
|
|
600,000
|
|
513,382
|
|
156,389
|
|
3,919,771
|
|
3,406,389
|
|
|||||||
Board and CEO
|
2014
|
1,123,500
|
|
1,125,000
|
|
550,000
|
|
1,159,621
|
|
153,129
|
|
4,111,250
|
|
2,951,629
|
|
|||||||
Alan D. Eskow
|
2016
|
545,750
|
|
675,000
|
|
200,000
|
|
0
|
|
118,714
|
|
1,539,464
|
|
1,539,464
|
|
|||||||
Senior EVP, CFO and
|
2015
|
545,750
|
|
675,000
|
|
200,000
|
|
45,342
|
|
107,034
|
|
1,573,126
|
|
1,527,784
|
|
|||||||
Corporate Secretary
|
2014
|
545,750
|
|
675,000
|
|
200,000
|
|
178,041
|
|
94,518
|
|
1,693,309
|
|
1,515,268
|
|
|||||||
Peter Crocitto
|
2016
|
545,750
|
|
675,000
|
|
200,000
|
|
0
|
|
108,107
|
|
1,528,857
|
|
1,528,857
|
|
|||||||
Senior EVP and COO
|
2015
|
545,750
|
|
675,000
|
|
200,000
|
|
0
|
|
91,891
|
|
1,512,641
|
|
1,512,641
|
|
|||||||
|
2014
|
545,750
|
|
675,000
|
|
200,000
|
|
445,076
|
|
78,494
|
|
1,944,320
|
|
1,499,244
|
|
|||||||
Ira D. Robbins
|
2016
|
525,000
|
|
750,000
|
|
250,000
|
|
45,718
|
|
76,680
|
|
1,647,398
|
|
1,601,680
|
|
|||||||
Senior EVP, Valley and President, Valley National Bank
|
2015
|
425,000
|
|
656,250
|
|
200,000
|
|
0
|
|
48,295
|
|
1,329,545
|
|
1,329,545
|
|
|||||||
Rudy E. Schupp
|
2016
|
525,000
|
|
750,000
|
|
250,000
|
|
0
|
|
69,392
|
|
1,594,392
|
|
1,594,392
|
|
|||||||
President, Valley and Chief Banking Officer, Valley National Bank
|
2015
|
425,000
|
|
656,250
|
|
200,000
|
|
0
|
|
37,478
|
|
1,318,728
|
|
1,318,728
|
|
|||||||
___________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The amounts reported in this column differ, in certain cases substantially, from the amounts reported in the “Total” column required under SEC rules and should not be considered a substitute for the “Total” column of the Summary Compensation Table.
|
(1)
|
Stock awards reported in 2017 reflect the grant date fair value of the restricted stock and performance based restricted stock unit awards under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation ("ASC Topic 718") granted by the Compensation Committee based on 2016 results. The grant date fair value of time based restricted stock awards reported in this column for each of our NEOs was as follows: Mr. Lipkin, $450,000; Mr. Eskow, $225,000; Mr. Crocitto, $225,000; Mr. Robbins, $250,000; Mr. Schupp, $250,000. Restrictions on time based restricted stock awards lapse at the rate of 33% per year. Restrictions on performance based awards lapse based on achievement of the performance goals set forth in the performance restricted stock unit award agreement. Any shares earned based on achievement of the specific performance goals vest when the Compensation Committee certifies the payout level as a result of such performance achievement following the three-year performance period. The value on grant date of the performance based restricted stock unit awards based upon performance goal achievement at target and maximum would be as follows:
|
Name
|
Target Value at Grant Date
|
Maximum Value at Grant Date
|
||||
Gerald H. Lipkin
|
$
|
1,300,000
|
|
$
|
1,950,000
|
|
Alan D. Eskow
|
450,000
|
|
675,000
|
|
||
Peter Crocitto
|
450,000
|
|
675,000
|
|
||
Ira D. Robbins
|
500,000
|
|
750,000
|
|
||
Rudy E. Schupp
|
500,000
|
|
750,000
|
|
(2)
|
Non-Equity awards earned for the year ended 2016 were, or will be distributed as follows: 50% of the non-equity award was paid in February 2017 and the remaining balance will be paid in eight equal quarterly installments, beginning April 2017 to January 2019, subject to our clawback policy.
|
(3)
|
Represents the change in the present value of pension benefits from year to year, taking into account the age of each NEO, a present value factor, and interest discount factor based on their remaining time until retirement. For Mr. Lipkin, the increase in value under the Pension Plan and BEP is attributable to the following sources: 1) actuarial increases received for late retirement past age 70 ½ and 2) a decrease in the discount rate from 4.325% to 4.110%, and 3) changes made pursuant to the pension section of his severance agreement (see "2016 Pension Benefits" below). The annual change in the present value of Messrs. Crocitto and Eskow accumulated benefits as of December 31, 2016 was a net decrease of $12,166 and $31,705 from the present value reported as of December 31, 2015, respectively; therefore, the amount reported for 2016 is zero. This increase is attributable to an update in the mortality table basis and passage of time.
|
(4)
|
All other compensation includes perquisites and other personal benefits paid in 2016 including automobile and driver (if applicable), accrued dividends on nonvested restricted stock, 401(k) contribution payments by Valley and group term life insurance (see table below).
|
|
32
|
Valley National Bancorp - 2017 Proxy Statement
|
Name
|
Auto
(1)
|
Accrued Dividends &
Interest Earned on Nonvested Stock Awards (2) |
401(k)
(3)
|
GTL
(4)
|
Other
|
Total
|
||||||||||||
Gerald H. Lipkin
|
$
|
15,365
|
|
$
|
159,921
|
|
$
|
13,250
|
|
$
|
0
|
|
$
|
0
|
|
$
|
188,536
|
|
Alan D. Eskow
|
14,035
|
|
76,977
|
|
13,224
|
|
14,478
|
|
0
|
|
118,714
|
|
||||||
Peter Crocitto
|
12,978
|
|
76,977
|
|
13,250
|
|
4,902
|
|
0
|
|
108,107
|
|
||||||
Ira D. Robbins
|
11,066
|
|
51,245
|
|
13,250
|
|
1,119
|
|
0
|
|
76,680
|
|
||||||
Rudy E. Schupp
|
2,572
|
|
46,905
|
|
13,250
|
|
6,665
|
|
0
|
|
69,392
|
|
||||||
____________
|
|
|
|
|
|
|
(1)
|
Auto represents the portion of personal use of a company-owned vehicle by the NEO and driving services (if applicable), during 2016.
|
(2)
|
Accrued dividends and interest on non-vested time and performance based restricted stock awards and performance based restricted stock units until such time as the vesting takes place. Performance based awards and units are accrued at target.
|
(3)
|
The Company provides up to 100% of the first 4% of pay contributed 50% of the next 2% of pay contributed and one must save at least 6% to get the full match (5%) under the 401(k) Plan to all full time employees in the plan including our NEOs.
|
(4)
|
GTL or Group Term Life Insurance represents the taxable amount for over $50,000 of life insurance for benefits equal to two times salary.
This benefit is provided to all full time employees. Mr. Lipkin has a $50,000 life insurance policy with the Company and is not subject to a taxable amount.
|
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1) |
Estimated Possible Payouts
Under Equity Incentive Plan Awards (#) (1) |
All Other
Stock Awards: Number of Shares of Stock (1) |
Grant Date
Fair Value of Stock Awards (2) |
||||||||||||||
Name
|
Grant Date
|
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|
|
||||||||||
Gerald H. Lipkin
|
1/24/2017
|
|
|
$
|
561,750
|
|
$
|
1,123,500
|
|
57,573
|
|
115,146
|
|
172,719
|
|
|
$
|
1,300,000
|
|
|
|
1/24/2017
|
|
|
|
|
|
|
|
39,858
|
|
450,000
|
|
||||||||
Alan D. Eskow
|
1/24/2017
|
|
|
191,013
|
|
382,025
|
|
19,929
|
|
39,858
|
|
59,787
|
|
|
450,000
|
|
||||
|
1/24/2017
|
|
|
|
|
|
|
|
19,929
|
|
225,000
|
|
||||||||
Peter Crocitto
|
1/24/2017
|
|
|
191,013
|
|
382,025
|
|
19,929
|
|
39,858
|
|
59,787
|
|
|
450,000
|
|
||||
|
1/24/2017
|
|
|
|
|
|
|
|
19,929
|
|
225,000
|
|
||||||||
Ira D. Robbins
|
1/24/2017
|
|
|
131,250
|
|
262,500
|
|
22,144
|
|
44,287
|
|
66,431
|
|
|
500,000
|
|
||||
|
1/24/2017
|
|
|
|
|
|
|
|
22,143
|
|
250,000
|
|
||||||||
Rudy E. Schupp
|
1/24/2017
|
|
|
131,250
|
|
262,500
|
|
22,144
|
|
44,287
|
|
66,431
|
|
|
500,000
|
|
||||
|
1/24/2017
|
|
|
|
|
|
|
|
22,143
|
|
250,000
|
|
||||||||
____________
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As discussed in the Compensation Discussion and Analysis, in January 2016, the Compensation Committee assigned a percentage share of the 2016 EIP bonus pool of 5% of our 2016 net income before income taxes to each of our NEOs. The EIP permits the Compensation Committee to determine to pay earned awards, in whole or in part, in the form of cash or equity awards granted under our Long-Term Stock Incentive Plan. For 2016, the Compensation Committee determined that any cash awards that may be earned under the 2016 EIP bonus pool would be limited to a pre-established range set as a percentage of the particular NEO’s base salary. Each NEO could earn between 0% to 200% of his target cash award as reported under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” above. See table (“EIP Cash Award”) in the Compensation Discussion and Analysis for information regarding the salary amount used to determine the range of each NEO’s potential cash awards under the 2016 EIP bonus pool. The Compensation Committee awarded each NEO the cash amount reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2016. The Compensation Committee also granted each NEO an award of time-based restricted stock out of the 2016 EIP bonus pool (reported above under “All Other Stock Awards: Number of Shares of Stock”). The Compensation Committee also made grants to the NEOs under the 2016 Long-Term Incentive Stock Plan in the form of performance based restricted stock units (reported above under “Estimated Possible Payouts Under Equity Incentive Plan Awards”). The threshold amounts reported above for the performance based restricted stock unit awards represent the number of shares that would be earned based on achievement of threshold amounts under both the growth in tangible book value and relative TSR performance metrics measured over the cumulative three-year performance period. See our Compensation Discussion and Analysis for information regarding these time-based restricted stock and performance based restricted stock unit awards.
|
(2)
|
See grant date fair value details under footnote (1) of the Summary Compensation Table above.
|
Valley National Bancorp - 2017 Proxy Statement
|
33
|
|
|
34
|
Valley National Bancorp - 2017 Proxy Statement
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
|||||||||||||||||
Name
|
Grant Date
|
Number of
Securities Underlying Unexercised Options Exercisable |
Number of
Securities Underlying Unexercised Options Unexercisable |
Option
Exercise Price |
Option
Expiration Date |
|
Number of Shares
or Units of Stock That Have Not Vested |
Market Value
of Shares or Units of Stock That Have Not Vested(3) |
Equity Incentive
Plan Awards: Number of Unearned Shares or Units That Have Not Vested |
Equity Incentive
Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested(3) |
|||||||||||
Gerald H. Lipkin
|
1/24/2017
|
|
|
|
|
|
39,858
|
|
$
|
463,947
|
|
172,719
|
|
$
|
2,010,449
|
|
|||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
202,967
|
|
2,362,536
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
44,379
|
|
516,572
|
|
|
|
|
|
|||||||
|
1/30/2015
|
|
|
|
|
|
27,323
|
|
318,040
|
|
122,951
|
|
1,431,150
|
|
|||||||
|
1/31/2014
|
|
|
|
|
|
25,202
|
|
293,351
|
|
76,738
|
|
893,230
|
|
|||||||
|
11/15/2010
|
44,015
|
|
0
|
|
$
|
11.91
|
|
11/15/2020
|
|
|
|
|
|
|||||||
|
2/12/2008
|
44,671
|
|
0
|
|
14.65
|
|
2/12/2018
|
|
|
|
|
|
||||||||
|
2/13/2007
|
46,904
|
|
0
|
|
19.36
|
|
2/13/2017
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total awards (#)
|
|
135,590
|
|
0
|
|
|
|
|
136,762
|
|
$
|
1,591,910
|
|
575,375
|
|
$
|
6,697,365
|
|
|||
Market value of in-the-money options ($) (3)
|
$
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|||||||||
Alan D. Eskow
|
1/24/2017
|
|
|
|
|
|
19,929
|
|
$
|
231,974
|
|
59,787
|
|
$
|
695,921
|
|
|||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
79,319
|
|
923,273
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
26,627
|
|
309,938
|
|
|
|
|
|
|||||||
|
1/30/2015
|
|
|
|
|
|
16,393
|
|
190,815
|
|
73,770
|
|
858,683
|
|
|||||||
|
1/31/2014
|
|
|
|
|
|
10,081
|
|
117,343
|
|
30,696
|
|
357,301
|
|
|||||||
|
11/15/2010
|
21,170
|
|
0
|
|
$
|
11.91
|
|
11/15/2020
|
|
|
|
|
|
|||||||
|
2/12/2008
|
21,059
|
|
0
|
|
14.65
|
|
2/12/2018
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total awards (#)
|
|
42,229
|
|
0
|
|
|
|
|
73,030
|
|
$
|
850,070
|
|
243,572
|
|
$
|
2,835,178
|
|
|||
Market value of in-the-money options ($) (3)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
||||||||||
Peter Crocitto
|
1/24/2017
|
|
|
|
|
|
19,929
|
|
$
|
231,974
|
|
59,787
|
|
$
|
695,921
|
|
|||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
79,319
|
|
923,273
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
26,627
|
|
309,938
|
|
|
|
|
|
|||||||
|
1/30/2015
|
|
|
|
|
|
16,393
|
|
190,815
|
|
73,770
|
|
858,683
|
|
|||||||
|
1/31/2014
|
|
|
|
|
|
10,081
|
|
117,343
|
|
30,696
|
|
357,301
|
|
|||||||
|
11/15/2010
|
21,170
|
|
0
|
|
$
|
11.91
|
|
11/15/2020
|
|
|
|
|
|
|||||||
|
2/12/2008
|
21,059
|
|
0
|
|
14.65
|
|
2/12/2018
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total awards (#)
|
|
42,229
|
|
0
|
|
|
|
|
73,030
|
|
$
|
850,070
|
|
243,572
|
|
$
|
2,835,178
|
|
|||
Market value of in-the-money options ($) (3)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
||||||||||
Ira D. Robbins
|
1/24/2017
|
|
|
|
|
|
22,143
|
|
$
|
257,745
|
|
66,431
|
|
$
|
773,257
|
|
|||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
77,115
|
|
897,619
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
25,888
|
|
301,336
|
|
|
|
|
|
|||||||
|
1/30/2015
|
|
|
|
|
|
7,286
|
|
84,809
|
|
32,787
|
|
381,641
|
|
|||||||
|
1/31/2014
|
|
|
|
|
|
3,360
|
|
39,110
|
|
7,787
|
|
90,641
|
|
|||||||
|
11/17/2008
|
1,216
|
|
0
|
|
$
|
14.24
|
|
11/17/2018
|
|
|
|
|
|
|||||||
|
11/14/2007
|
3,829
|
|
0
|
|
14.93
|
|
11/14/2017
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total awards (#)
|
|
5,045
|
|
0
|
|
|
|
|
58,677
|
|
$
|
683,000
|
|
184,120
|
|
$
|
2,143,158
|
|
|||
Market value of in-the-money options ($) (3)
|
0
|
|
0
|
|
|
|
|
|
|
|
|
||||||||||
Rudy E. Schupp
|
1/24/2017
|
|
|
|
|
|
22,143
|
|
257,745
|
|
66,431
|
|
$
|
773,257
|
|
||||||
|
1/29/2016
|
|
|
|
|
|
|
|
|
|
77,115
|
|
897,619
|
|
|||||||
|
1/27/2016
|
|
|
|
|
|
25,888
|
|
301,336
|
|
|
|
|||||||||
|
1/30/2015
|
|
|
|
|
|
7,286
|
|
84,809
|
|
32,787
|
|
381,641
|
|
|||||||
Total awards (#)
|
|
0
|
|
0
|
|
|
|
|
55,317
|
|
$
|
643,890
|
|
176,333
|
|
$
|
2,052,517
|
|
Valley National Bancorp - 2017 Proxy Statement
|
35
|
|
(1)
|
All stock option awards are currently exercisable, however, exercise prices are higher than Valley's market price at December 31, 2016 of $11.64.
|
(2)
|
Restrictions on time based restricted stock awards (reported above under “Number of Shares or Units of Stock That Have Not Vested”) lapse at the rate of 33% per year commencing with the first anniversary of the date of grant. The 2017 awards represent the time-based restricted stock granted out of the 2016 EIP bonus pool.
|
|
Restrictions on performance based restricted stock unit awards (reported above under “Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested”) lapse based on achievement of the performance goals set forth in the award agreement. Dividends are credited on these awards at the same time and in the same amount as dividends paid to all other common shareholders. Credited dividends are accumulated and paid upon vesting, and are subject to the same time based or performance based restrictions as the underlying restricted stock unit.
|
|
The award amount in the "Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested" column, represents the number of shares that may be earned based on maximum performance achievement over the cumulative three-year performance period with respect to both the growth in tangible book value and total shareholder return performance metrics, for the 1/30/2015 award, 1/29/2016 award and 1/24/2017 award.
|
(3)
|
At per share closing market price of $11.64 as of December 31, 2016.
|
|
Stock Awards
|
||||
Name
|
Number of Shares Acquired
Upon Vesting (#) |
Value Realized on Vesting ($)(*)
|
|||
Gerald H. Lipkin
|
91,847
|
|
$
|
808,254
|
|
Alan D. Eskow
|
38,857
|
|
341,942
|
|
|
Peter Crocitto
|
38,857
|
|
341,942
|
|
|
Ira D. Robbins
|
11,825
|
|
104,060
|
|
|
Rudy E. Schupp
|
3,643
|
|
32,058
|
|
|
____________
|
|
|
*
|
The value realized on vesting of restricted stock represents the aggregate dollar amount realized upon vesting by multiplying the number of shares of restricted stock that vested by the fair market value of the underlying shares on the vesting date. Included above is the vesting of a portion of the performance-based awards granted on 1/31/2014 for Mr. Lipkin (18,902 shares), Mr. Eskow (7,560 shares), Mr. Crocitto (7,560 shares) and Mr. Robbins (2,520 shares). These shares vested based on achievement of the performance goals set forth in the award agreement based on the applicable growth in tangible book value conditions measured over the three-year performance period ending December 31, 2016. Dividends are credited on these awards at the same time and in the same amount as dividends paid to all other common shareholders. Credited dividends are accumulated and paid upon vesting, and are subject to the same time based or performance based restrictions as the underlying restricted stock. The performance based awards granted on 1/31/2014 subject to vesting based on relative TSR performance lapsed without any vesting.
|
|
36
|
Valley National Bancorp - 2017 Proxy Statement
|
Name
|
Plan Name
|
# of
Years Credited Service |
Present Value of
Accu-mulated Benefits ($) |
||
Gerald H. Lipkin
|
VNB Pension Plan
|
35
|
$
|
1,960,529
|
|
|
VNB BEP
|
37
|
7,938,441
|
|
|
Alan D. Eskow
|
VNB Pension Plan
|
22
|
763,939
|
|
|
|
VNB BEP
|
22
|
1,603,017
|
|
|
Peter Crocitto
|
VNB Pension Plan
|
32
|
1,318,879
|
|
|
|
VNB BEP
|
37
|
3,578,187
|
|
|
Ira D. Robbins
|
VNB Pension Plan
|
16
|
376,672
|
|
|
|
VNB BEP
|
16
|
154,637
|
|
Valley National Bancorp - 2017 Proxy Statement
|
37
|
|
|
38
|
Valley National Bancorp - 2017 Proxy Statement
|
Valley National Bancorp - 2017 Proxy Statement
|
39
|
|
•
|
Outsider stock accumulation. We learn, or one of our subsidiaries learns, that a person or business entity has acquired 25% or more of Valley’s common stock, and that person or entity is neither our “affiliate” (meaning someone who is controlled by, or under common control with, Valley) nor one of our employee benefit plans;
|
•
|
Outsider tender/exchange offer. The first purchase of our common stock is made under a tender offer or exchange offer by a person or entity that is neither our “affiliate” nor one of our employee benefit plans;
|
•
|
Outsider subsidiary stock accumulation. The sale of our common stock to a person or entity that is neither our “affiliate” nor one of our employee benefit plans that results in the person or entity owning more than 50% of the Bank’s common stock;
|
•
|
Business combination transaction. We complete a merger or consolidation with another company, or we become another company’s subsidiary (meaning that the other company owns at least 50% of our common stock), unless, after the happening of either event, 60% or more of the directors of the merged company, or of our new parent company, are people who were serving as our directors on the day before the first public announcement about the event;
|
•
|
Asset sale. We sell or otherwise dispose of all or substantially all of our assets or the Bank’s assets;
|
•
|
Dissolution/Liquidation. We adopt a plan of dissolution or liquidation; and
|
•
|
Board turnover. We experience a substantial and rapid turnover in the membership of our Board of Directors. This means changes in board membership occurring within any period of two consecutive years that result in 40% or more of our board members not being “continuing directors.” A “continuing director” is a board member who was serving as a director at the beginning of the two-
|
|
40
|
Valley National Bancorp - 2017 Proxy Statement
|
•
|
We change the NEO’s employment duties to include duties not in keeping with his position within Valley or the Bank prior to the change in control;
|
•
|
We demote the NEO or reduce his authority;
|
•
|
We reduce the NEO’s annual base compensation;
|
•
|
We terminate the NEO’s participation in any non-equity incentive plan in which the NEO participated before the change in control, or we terminate any employee benefit plan in which the NEO participated before the change in control without providing another plan that confers benefits similar to the terminated plan;
|
•
|
We relocate the NEO to a new employment location that is outside of New Jersey or more than 25 miles away from his former location;
|
•
|
We fail to get the person or entity who took control of Valley to assume our obligations under the NEO’s CIC Agreement; and
|
•
|
We terminate the NEO’s employment before the end of the contract period, without complying with all the provisions in the NEO’s CIC Agreement.
|
Valley National Bancorp - 2017 Proxy Statement
|
41
|
|
|
42
|
Valley National Bancorp - 2017 Proxy Statement
|
Executive Benefits and Payments Upon Termination
|
Death
|
Retirement or
Resignation |
Dismissal
Without Cause (3) |
Dismissal without Cause or
Resignation for Good Reason (Following a Change in Control) (5) |
||||||||
Mr. Schupp
|
|
|
|
|
||||||||
Amounts payable in full on indicated date of termination:
|
|
|
|
|||||||||
Severance – Salary component
|
$
|
0
|
|
$
|
0
|
|
$
|
525,000
|
|
$
|
1,575,000
|
|
Severance – Non-equity incentive
|
0
|
|
0
|
|
0
|
|
250,000
|
|
||||
Restricted stock awards
|
386,145
|
|
0
|
|
0
|
|
386,145
|
|
||||
Performance Restricted stock/unit awards (2)
|
852,840
|
|
0
|
|
0
|
|
852,840
|
|
||||
Stock options
|
0
|
|
0
|
|
0
|
|
0
|
|
||||
Welfare benefits continuation (4)
|
336,962
|
|
336,962
|
|
336,962
|
|
336,962
|
|
||||
“Parachute Penalty” Tax gross-up
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Sub Total
|
1,575,947
|
|
336,962
|
|
861,962
|
|
3,400,947
|
|
||||
Present value of annuities commencing on indicated date of termination:
|
|
|
|
|||||||||
Benefit equalization plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Pension plan
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
||||
Total
|
$
|
1,575,947
|
|
$
|
336,962
|
|
$
|
861,962
|
|
$
|
3,400,947
|
|
N/A
|
– Not applicable (a parachute penalty tax gross up is payable only upon a CIC).
|
(1)
|
Upon death, 12 months salary, offset by qualified and non-qualified retirement benefits payable in 12 months following death.
|
|
(2)
|
Upon death, dismissal without cause upon a change in control or resignation for good reason upon a change in control, unearned performance restrict stock awards immediately vest at the target amount. Upon retirement, performance restricted stock awards continue to vest according to the schedules set forth in their respective award agreements, therefore the same amounts is shown in all columns assuming the target amount is earned.
|
|
(3)
|
Upon dismissal for cause, Messrs. Lipkin, Eskow and Crocitto would receive BEP benefits.
|
|
(4)
|
Mr. Schupp's welfare benefits continuation is equal to fifteen years of medical and dental coverage assuming cost remains at rates as of 12/31/2016 plus a lump sum payment of $23,277 in lieu of life insurance.
|
|
(5)
|
Neither Mr. Schupp or Mr. Robbins have tax gross-up provision.
|
Valley National Bancorp - 2017 Proxy Statement
|
43
|
|
RECOMMENDATION ON ITEM 3
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-BINDING APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DETERMINED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE AS DISCLOSED PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES (INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVE DISCUSSION).
|
|
44
|
Valley National Bancorp - 2017 Proxy Statement
|
RECOMMENDATION ON ITEM 4
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS YOU VOTE TO HOLD THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
EVERY YEAR
.
|
Valley National Bancorp - 2017 Proxy Statement
|
45
|
|
|
46
|
Valley National Bancorp - 2017 Proxy Statement
|
RECOMMENDATION ON ITEM 5
|
|
THE VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK.
|
Valley National Bancorp - 2017 Proxy Statement
|
47
|
|
•
|
During 2016, Valley and its borrowers made payments totaling approximately
$402,000
(more than
5%
of the entity’s gross revenue) for legal services to a law firm in which director Graham O. Jones is the sole equity partner. The fees represented 33% of the firm's gross revenues.
|
•
|
During
2016
, Valley made payments totaling
$90,000
(more than
5%
of the entity’s gross revenue) for fees pursuant to a long-standing consulting agreement with MG Advisors, Inc. MG Advisors is 100% owned by Michael Guilfoile, the spouse of Mary Guilfoile.
|
|
48
|
Valley National Bancorp - 2017 Proxy Statement
|
•
|
In 2001, Valley National Bank purchased $150 million of bank-owned life insurance ("BOLI") from a nationally known life insurance company after a lengthy competitive selection process and substantial negotiations over policy costs and terms. The amount of the premiums and the terms of the policies are substantially the same as those prevailing for comparable policies with other insurance companies and brokers. During 2007, the Bank purchased $75 million of additional BOLI from the same life insurance company. This purchase was also completed after a competitive selection process with other vendors. The son-in-law of Mr. Lipkin is a licensed insurance broker who introduced Valley to the program offered by this nationally recognized life insurance company. Mr. Lipkin’s son-in-law was introduced to an insurance broker for the life insurance company sometime in 2000 or 2001 by a mutual friend. The son-in-law introduced the broker to Valley National Bank and provided assistance during the BOLI proposal and selection process. As is customary among brokers who introduce a client to another broker, Mr. Lipkin’s son-in-law receives commissions (with a percentage dollar amount and time period for payment which are each typical for such referral services) for the life of the policy.
|
•
|
In 2011 Valley acquired State Bancorp, Inc. At the time of acquisition, State Bancorp leased a branch located in Westbury, New York. In connection with the acquisition of State Bancorp, the Boards of State Bancorp and Valley agreed that Mr. Wilks was to be elected to the Board of Valley National Bancorp. In connection with the merger of State Bancorp into Valley, effe
c
tiv
e
January 1, 2012, Valley assumed the lease for the Westbury, New York branch. The lease provides for fixed rental payments of approximately
$190,000
per year with no additional rent, such as real estate taxes, insurance and parking lot maintenance. The lease may be terminated at any time by the landlord upon not less than 130 days written notice. The landlord, Westbury Plaza Associates, L.P., is a limited partnership which is controlled by the Estate of Mr. Wilks’ father-in-law and beneficially owned by both the Estate and a trust for the benefit of Mr. Wilks’ spouse. Westbury Plaza Associates is a limited partnership which is part of a larger organization. Valley’s rental payment in
2016
represented approximately
0.42%
of the annual gross revenue of the larger organization.
|
Valley National Bancorp - 2017 Proxy Statement
|
49
|
|
|
50
|
Valley National Bancorp - 2017 Proxy Statement
|
|
Alan D. Eskow
|
Corporate Secretary
|
Valley National Bancorp - 2017 Proxy Statement
|
51
|
|
VALLEY NATIONAL BANCORP
Valley Peer 18 2016 Size Comparisons |
|
|
|
|
|
||||||||
Company
|
Ticker
|
Net Income
(in thous.) |
Total Revenue
(in thous.) |
Total Assets
(in thous.) |
Market
Capitalization (in mil.) |
||||||||
BankUnited, Inc.
|
BKU
|
$
|
225,741
|
|
$
|
973,802
|
|
$
|
27,880,151
|
|
$
|
3,926.1
|
|
Community Bank System, Inc.
|
CBU
|
103,812
|
|
429,847
|
|
8,667,564
|
|
2,745.8
|
|
||||
Dime Community Bancshares, Inc.
|
DCOM
|
72,514
|
|
219,380
|
|
6,005,430
|
|
752.9
|
|
||||
EverBank Financial Corp.
|
EVER
|
144,931
|
|
897,415
|
|
27,838,086
|
|
2,470.9
|
|
||||
Flushing Financial Corporation
|
FFIC
|
64,916
|
|
224,622
|
|
6,058,487
|
|
841.5
|
|
||||
Fulton Financial Corporation
|
FULT
|
161,625
|
|
710,950
|
|
18,944,247
|
|
3,272.0
|
|
||||
Investors Bancorp, Inc.
|
ISBC
|
192,125
|
|
677,290
|
|
23,174,675
|
|
4,316.8
|
|
||||
NBT Bancorp Inc.
|
NBTB
|
78,409
|
|
380,154
|
|
8,867,268
|
|
1,811.9
|
|
||||
New York Community Bancorp, Inc.
|
NYCB
|
495,401
|
|
1,432,954
|
|
48,926,555
|
|
7,749.1
|
|
||||
PacWest Bancorp
|
PACW
|
352,166
|
|
1,073,766
|
|
21,869,767
|
|
6,602.7
|
|
||||
People's United Financial, Inc.
|
PBCT
|
281,000
|
|
1,314,900
|
|
40,609,800
|
|
6,116.6
|
|
||||
PrivateBancorp
|
PVTB
|
208,357
|
|
730,184
|
|
20,053,773
|
|
4,327.0
|
|
||||
Prosperity Bancshares
|
PB
|
274,466
|
|
751,045
|
|
22,331,072
|
|
4,988.1
|
|
||||
Provident Financial Services, Inc.
|
PFS
|
87,802
|
|
313,960
|
|
9,500,465
|
|
1,870.1
|
|
||||
Signature Bank
|
SBNY
|
396,324
|
|
1,189,992
|
|
39,047,611
|
|
8,202.5
|
|
||||
Sterling Bancorp
|
STL
|
139,972
|
|
475,256
|
|
14,178,447
|
|
3,165.0
|
|
||||
Texas Capital BancShares
|
TCBI
|
155,119
|
|
700,594
|
|
21,697,134
|
|
3,881.1
|
|
||||
Webster Financial Corporation
|
WBS
|
207,127
|
|
982,991
|
|
26,064,664
|
|
4,986.6
|
|
||||
Valley National Bancorp
|
VLY
|
$
|
168,146
|
|
$
|
721,374
|
|
$
|
22,864,439
|
|
$
|
3,068.8
|
|
|
52
|
Valley National Bancorp - 2017 Proxy Statement
|
1 Year Valley National Bancorp Chart |
1 Month Valley National Bancorp Chart |
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