Not independent
Tenure on this board
8.4 yrs
11 nominees · 3 ballot items.
Elect 11 directors; advisory (non-binding) approval of named executive officers’ compensation (Say-on-Pay); and ratify KPMG LLP as independent registered public accounting firm for 2026.
Election of 11 director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory vote to approve the disclosed compensation of Valley’s named executive officers (NEOs). Management frames the program as pay-for-performance with a significant portion of compensation at-risk and tied to multi-year equity awards (40% time-based RSUs and 60% performance-based RSUs split between GITBV and relative TSR). The Compensation Committee used peer benchmarking and consultant input to set target pay, adjusted award mix to 40/60 to align with peers while preserving performance incentives, and incorporated clawback, stock ownership, anti-hedging/pledging, and double-trigger CIC protections. The Board recommends a FOR vote, citing strong 2025 financial performance, achievement of strategic objectives, and 97.2% prior shareholder support in 2025; however, as an advisory vote it is non-binding and the Committee will consider results in future compensation decisions.
Ratify the Audit Committee’s selection of KPMG LLP as Valley’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.50% | 47,088,045 | $578M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.18% | 28,716,792 | $353M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.51% | 25,000,940 | $307M |
| 4 | STATE STREET CORP | 4.21% | 23,325,401 | $289M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.84% | 21,252,828 | $261M |
| 6 | BlackRock, Inc. | 2.92% | 16,178,557 | $199M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.25% | 12,457,731 | $153M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 12,422,623 | $153M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.22% | 12,300,561 | $151M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.83% | 10,133,720 | $122M |
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