Eric Edelstein
VALLEY NATIONAL BANCORPAbout Eric P. Edelstein
Eric P. Edelstein (age 75) is an independent director of Valley National Bancorp, serving since 2003. He is the Independent Lead Director (elected 2022; reelected May 2024) and Chair of the Audit Committee; he is also identified as an SEC “Audit Committee Financial Expert” and serves on the Compensation Committee . Edelstein is a former EVP and CFO of Griffon Corporation and former Managing Partner at Arthur Andersen LLP; he holds a BBA and a Master of Professional Accounting from Rutgers University and has 30 years’ experience as a practicing CPA and management consultant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | Managing Partner; accounting/audit and management consulting divisions | 30 years | Audit/accounting expertise; oversight experience |
| Griffon Corporation | Executive Vice President and Chief Financial Officer | Not disclosed | Public company finance and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aeroflex Incorporated | Director (former) | Not disclosed | Microelectronics/test & measurement company |
| Computer Horizon Corp. | Director (former) | Not disclosed | IT services for telecom, insurance, finance, manufacturing |
| Consultant | Advisor/consultant | Current | Business and accounting expertise |
Board Governance
- Independence: The Board determined Edelstein is independent under Nasdaq standards; his banking relationships include a residential mortgage and checking account, which the Board deems immaterial and in compliance with Regulation O .
- Roles: Independent Lead Director with authority to set agendas for independent director sessions, call meetings, liaise with CEO, retain advisors, and lead the independent assessment of the CEO . Audit Committee Chair and Audit Committee Financial Expert; also serves on the Compensation Committee .
- Attendance and engagement: The Board held 10 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings. 100% of directors attended the 2024 Annual Meeting . Executive sessions of independent and non-management directors are held at least twice per year, presided over by the Independent Lead Director .
- Committee activity: 2024 committee meetings—Audit (5), Nominating (5), Compensation (5), Risk (6) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director cash retainer |
| Independent Lead Director retainer | $50,000 | Additional leadership responsibilities |
| Audit Committee Chair retainer | $20,000 | Chair of Audit Committee |
| 2024 cash fees (paid) | $160,000 | Matches base + LID + chair retainers |
- Director retirement plan: Frozen in 2013; provides 10 annual benefits post-retirement based on service through 12/31/2013 (5% × years × $40,000); no new accruals for directors first elected after 2013 . Edelstein’s 2024 change in pension value: $4,708 .
Performance Compensation
| Equity Award | Grant Value | Vesting | Dividends | Notes |
|---|---|---|---|---|
| RSUs (annual retainer) | $85,000 | Vest on earlier of next annual meeting or first anniversary; accelerated on CIC, death/disability, and retirement; not on resignation | Deferred cash dividends: $3,624 (2024) | Equity aligns director interests; no options currently granted |
- Performance metrics: Director compensation does not include performance-based equity; awards are time-based RSUs. No director-specific performance metrics are disclosed .
Other Directorships & Interlocks
| Committee/Role | Status | Notes |
|---|---|---|
| Compensation Committee member | Active | No compensation committee interlocks or insider participation requiring disclosure under SEC rules |
| Audit Committee Chair | Active | Signs Audit Committee report |
| Independent Lead Director | Active (reelected May 2024) | Expanded duties and authority |
Expertise & Qualifications
- Audit/Accounting: SEC “Audit Committee Financial Expert”; extensive auditing and GAAP knowledge; former Arthur Andersen managing partner .
- Senior executive experience: Former public company CFO; broad business oversight .
- Skills matrix: Age 75; tenure 21 years; audit, risk, senior executive, market knowledge, core industry competencies represented among nominees (summary matrix) .
- Education: BBA and Master of Professional Accounting, Rutgers University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Eric P. Edelstein | 120,709 | 0.02% | Beneficial ownership per Rule 13d-3 |
| Stock ownership guidelines | 4× annual cash retainer; 5 years to comply; must hold at least 50% of required ownership until 6 months after termination of service | Company policy for all directors | |
| Hedging/Pledging | Hedging and pledging prohibited for directors; only two named exceptions (neither Edelstein) | Alignment safeguard |
- Banking relationships: Residential mortgage; checking; compliant with Regulation O; considered immaterial for independence .
- Delinquent filings: Company reports directors complied with Section 16(a) filing requirements in 2024; one late Form 4 by an executive (not Edelstein) due to administrative error .
Governance Assessment
-
Strengths
- Independent Lead Director with robust authority (agenda control, advisor retention, executive session leadership), enhancing independent oversight while Chair/CEO roles are combined .
- Audit Committee chaired by an audit expert; strong financial reporting and internal control oversight; active engagement with auditors on independence and scope .
- Independence affirmed despite ordinary-course banking relationships; related party transactions reviewed by Nominating Committee under formal policy .
- Shareholder support signals: 97.7% say‑on‑pay approval at 2024 annual meeting .
- Director ownership policy tightened in 2025 (4× cash retainer; 5‑year compliance), plus hedging/pledging prohibitions to reinforce alignment .
-
Watch items and potential red flags
- Long tenure (21 years) may raise entrenchment concerns for some investors, though board refresh efforts are ongoing and 36% of nominees have ≤5 years tenure .
- Combined Chair/CEO structure persists; mitigated by empowered Independent Lead Director role and executive sessions .
- Ordinary-course residential mortgage exists; treated as immaterial under policy and Regulation O; no Edelstein-specific related-party transactions disclosed .
-
Overall implications: Edelstein’s audit leadership, independence, and empowered lead director role support board effectiveness and investor confidence; compensation mix is standard (cash + time-based RSUs) with ownership policies that align director interests. No disclosed conflicts, hedging/pledging, or interlocks issues specific to Edelstein .