DEF: Valley National Bancorp Announces 2025 Annual Meeting and Director Nominees

Valley National Bancorp invites shareholders to its 2025 Annual Meeting on May 20, 2025, to vote on director elections, executive compensation, and the ratification of KPMG LLP as the independent accounting firm.

Summary

• Valley National Bancorp will hold its Annual Meeting of Shareholders on May 20, 2025, in a virtual format.
• Shareholders will vote on the election of 11 directors, an advisory vote on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm.
• The board recommends voting for all director nominees, the advisory vote on executive compensation, and the ratification of KPMG.
• The meeting will include a live audio webcast where shareholders can submit questions.
• The company has sent a Notice of Internet Availability of Proxy Materials to shareholders.
• The board emphasizes its commitment to corporate governance and long-term shareholder value.
• The board has determined that 13 of 14 current directors are independent.
• The company's net income for 2024 was $380.3 million, or $0.69 per diluted common share, compared to $498.5 million, or $0.95 per diluted common share, for 2023.
• Total deposits increased $833.0 million, or 1.7%, to $50.1 billion at December 31, 2024 as compared with December 31, 2023.
• Total loans decreased $1.4 billion, or 2.8%, to $48.8 billion at December 31, 2024 as compared with December 31, 2023.
• Net interest income on a tax equivalent basis of $1.6 billion for 2024 declined 2.2% from 2023.
• Our net interest margin on a tax equivalent basis declined 11 basis points to 2.85% for 2024 as compared with 2.96% for 2023.
• Net loan charge-offs totaled $201.6 million for 2024 as compared to $62.0 million for 2023.
• Non-accrual loans represented 0.74% of total loans at December 31, 2024, compared with 0.58% of total loans at December 31, 2023.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there are positive aspects like deposit growth and strategic initiatives, the decline in net income and other key financial metrics tempers the overall outlook.

Positives

• The company is committed to corporate governance practices.
• The company is committed to building long-term value for shareholders.
• The company is committed to stakeholder engagement.
• Total deposits increased $833.0 million, or 1.7%, to $50.1 billion at December 31, 2024.

Negatives

• Net income for the year ended December 31, 2024 was $380.3 million, or $0.69 per diluted common share, as compared with $498.5 million, or $0.95 per diluted common share, for 2023.
• Total loans decreased $1.4 billion, or 2.8%, to $48.8 billion at December 31, 2024 as compared with December 31, 2023.
• Net interest income on a tax equivalent basis of $1.6 billion for 2024 declined 2.2% from 2023.
• Our net interest margin on a tax equivalent basis declined 11 basis points to 2.85% for 2024 as compared with 2.96% for 2023.
• Net loan charge-offs totaled $201.6 million for 2024 as compared to $62.0 million for 2023.
• Non-accrual loans represented 0.74% of total loans at December 31, 2024, compared with 0.58% of total loans at December 31, 2023.

Risks

• The company cautions that forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.
• The company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law.
• The company cannot guarantee future results, levels of activity, performance or achievements.

Future Outlook

The coming year promises to be one of growth and transformation, and we are excited about the opportunities that lie ahead. We will continue to build on our strengths, address challenges head-on, and pursue new avenues for innovation and relevancy in an ever-evolving industry.

Management Comments

• Despite a dynamic and often unpredictable environment, our team has consistently demonstrated resilience and adaptability, achieving several notable successes that we are proud to share with you.
• As we look ahead, we remain steadfast in our mission to deliver exceptional value to our stakeholders.
• We will continue to build on our strengths, address challenges head-on, and pursue new avenues for innovation and relevancy in an ever-evolving industry.

Industry Context

The document provides insight into Valley National Bancorp's performance within the banking industry, highlighting its resilience and adaptability in a dynamic environment.

Comparison to Industry Standards

• The document references the KBW Regional Bank Index (KRX Index) as a benchmark for assessing the company's relative Total Shareholder Return (TSR) performance.
• The peer group adopted for 2024 consists of companies with revenues between $925 million and $3.7 billion, assets between $37.2 billion and $123.8 billion, and market capitalization between $1.4 billion and $7.4 billion based on information provided by FW Cook at the time the peer group was approved.
• Relative to this 16-company peer group, the Company was positioned near the median with respect to revenue, between the median and 75th percentile with respect to total assets, and near the 25th percentile with respect to market capitalization.

Management Changes

Related Party Transactions

• The company has ongoing participation relationships with BLITA pursuant to the Cooperation Agreement and it is expected that new participations will continue to be entered into, subject to approval in accordance with the related party transactions policy.
• From January 1, 2024 to March 1, 2025, BLITA purchased 49 participation interests in 33 loan commitments, with BLITAs purchased interests totaling $1.3 billion, or 56% of the total loan commitment amounts, for the period.
• BLITA also engages in other ordinary course banking relationships with Valley, including that BLITA may from time to time open deposit accounts with Valley and Valley maintains a Nostro account at BLITA to facilitate foreign currency exchange transactions in Israel for Valley customers.

Stakeholder Impact

• The company remains steadfast in its mission to deliver exceptional value to its stakeholders.
• Helping communities grow and prosper is at the heart of Valleys corporate citizenship philosophy.
• At Valley, we are committed to the highest standards of corporate governance and making a positive, lasting impact on the communities we serve and in the world in which we live.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to execute its strategic initiatives.
• The company will continue to monitor and manage risk.
• The company will continue to engage with stakeholders.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, KPMG, Corporate Governance, Proxy Statement, Valley National Bancorp