VALLEY NATIONAL (VLY)
Sector: Financials
2026 Annual Meeting Analysis
VALLEY NATIONAL · Meeting: May 18, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
VLY's 3-year return of +48.8% trails the peer group median by only 13.7 percentage points, well below the 65-point threshold required to trigger a vote against given the strong positive absolute return; no overboarding, attendance, or independence concerns apply to this executive director.
Mr. Efrat joined the board in 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant technology and banking expertise and no other policy flags are present.
VLY's 3-year underperformance versus the peer group median is only 13.7 percentage points against a 65-point threshold for strong positive absolute TSR, so the TSR trigger does not fire; Mr. Maio has relevant technology-in-finance experience, meets attendance requirements, and sits only on independent committees.
Ms. Perrott joined in 2023, giving her approximately three years of tenure; the TSR trigger does not apply given the 13.7-point gap is far below the 65-point threshold, and she brings strong audit expertise as a former Chief Audit Executive with SEC financial-expert designation.
Ms. Sandor joined the board in 2024, placing her within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings legal and capital markets experience relevant to banking.
Mr. Sani has served since 2007 and the 3-year TSR gap of 13.7 percentage points versus the peer median is far below the 65-point threshold required for a strong-positive-return company, so no TSR-based concern is triggered; he has relevant real estate and legal experience and meets all attendance and independence requirements.
Ms. Schultz has served since 2019 and the 3-year TSR underperformance of 13.7 points versus the peer median is well below the 65-point threshold for a strong-positive-return company; she brings deep capital markets and financial services expertise with no other policy flags.
Ms. Steans has served since 2018 and the TSR trigger does not fire given the 13.7-point gap is far below the 65-point threshold; though she has a pre-existing pledging arrangement that was grandfathered by the board, it was disclosed and approved, and she brings strong banking and financial experience with no overboarding or attendance concerns.
Mr. Vazquez joined the board in January 2026, placing him within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings substantial public company CFO and banking experience and holds SEC financial-expert designation for the Audit Committee.
Mr. Wilks has served since 2012 and the 3-year TSR gap of 13.7 points is far below the 65-point threshold for a strong-positive-return company; the board has determined that his spouse's lease arrangement is de minimis and he remains classified as independent, with relevant banking and finance experience and no attendance concerns.
Dr. Williams has served since 2020 and the 3-year TSR underperformance of 13.7 points is far below the 65-point threshold required for a strong-positive-return company; he brings capital markets, community development, and audit skills with no overboarding or attendance flags.
All 11 director nominees receive a FOR vote. VLY's 3-year stock return of +48.8% is strongly positive, and underperformance versus the QABA community bank benchmark is only 1.0 percentage point — far below policy thresholds. Against the company's own disclosed peer group, the 3-year gap is 13.7 percentage points, also well below the 65-point trigger applicable to strongly positive absolute returns. No directors are overboarded, attendance is satisfactory across the board, all relevant committees are fully independent, and the board discloses a skills matrix. Several newer directors (Efrat, Sandor, Vazquez) benefit from the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Ira Robbins
Total Comp
$6,966,119
Prior Support
97.2%%
CEO total compensation of approximately $6.97 million is reasonable for the head of a $6.9 billion market cap regional bank, and prior shareholder support was an overwhelming 97.2%, indicating broad satisfaction with the program. The pay structure is appropriately weighted toward variable pay — base salary is the only fixed element, with the majority of compensation coming from annual cash incentives tied to financial and strategic goals and long-term equity awards split 40% time-based and 60% performance-based (using adjusted tangible book value growth and relative total shareholder return metrics), which aligns executive pay with shareholder outcomes. The company also maintains a meaningful clawback policy covering both financial restatements and executive misconduct, further supporting a FOR determination.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG LLP is a Big 4 firm appropriate for a $6.9 billion market cap bank; no auditor tenure data or fee table was included in the provided filing text so neither the tenure trigger nor the non-audit fee ratio trigger can fire, and per policy the absence of confirmed tenure data defaults to FOR with a minor note that tenure disclosure was not located in the provided materials.
Overall Assessment
Valley National Bancorp's 2026 annual meeting presents a straightforward ballot with three standard proposals: director elections, say-on-pay, and auditor ratification. All proposals receive a FOR vote — the director slate shows strong governance practices with significant board refreshment, TSR performance that does not breach any policy threshold, and a compensation program that is well-structured, performance-oriented, and supported by nearly all shareholders in the prior year.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing