Eyal Efrat
VALLEY NATIONAL BANCORPAbout Eyal Efrat
Eyal Efrat, age 49, was appointed an independent director of Valley National Bancorp on March 12, 2025. He is First Executive Vice President & Chief Information Officer and Head of Technology Division at Bank Leumi Le‑Israel B.M. (BLITA) and previously led Strategy, Digital and Data at BLITA; earlier senior roles include CIO and digital leadership at Harel Insurance and managerial roles at Clal Insurance. He holds a BA in business (Information Systems/Finance) from Ono Academic College and an MBA in Business Management/Finance from Baruch College, bringing over 25 years of financial-sector technology transformation experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank Leumi Le‑Israel B.M. | First Executive Vice President & CIO; Head of Technology Division | Jan 2024–Present | Leads enterprise technology; CIO responsibilities |
| Bank Leumi Le‑Israel B.M. | First EVP & Head of Strategy, Digital and Data | Oct 2021–Dec 2023 | Directed digital/data strategy |
| Harel Insurance Investments & Financial Services Ltd. | Executive General Manager – Tech Division CIO | 2018–2021 | CIO for Israel’s largest insurance/financial group |
| Harel Insurance Investments & Financial Services Ltd. | SVP – Long Term Investments & Savings; Chief Digital Officer | 2015–2018 | Led digital initiatives and long-term savings |
| Harel Insurance Investments & Financial Services Ltd. | VP – Long Term Investment & Savings | 2008–2015 | Investment/savings leadership |
| Clal Insurance Enterprises Holdings Ltd. | Various positions of increasing responsibility | 1999–2008 | Progressive insurance/financial roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Garage VC | Board Member | Current | VC fund in fintech/AI/cyber |
| Leumi Capital Markets | Chairman | Current | BLITA affiliate leadership |
| Scanovate Ltd. | Advisory Board Member | Current | Digital identity platform for FIs |
| Dell EMC EMEA | Advisory Board Member | Current | Technology advisory |
Board Governance
- Independence: The Board determined Mr. Efrat is independent under Nasdaq rules despite his BLITA affiliation; U.S. citizenship requirement was waived for his nomination per Corporate Governance Guidelines.
- BLITA investor rights: BLITA owns ~13.0% of VLY common stock and, under the Investor Rights Agreement, may designate directors; for so long as at least one BLITA designee serves on the Board, one BLITA designee is entitled to seats on the Nominating, Risk, and Executive Committees, subject to qualifications and Board approval. Standstill and voting alignment on specified matters apply.
- Current BLITA committee designee: Ms. Nitzan Sandor (appointed Nov 14, 2024) serves on the Nominating and Risk Committees; committee seats beyond these for 2025 BLITA designees are not further detailed in the proxy.
- Attendance norms: Board held 10 meetings in 2024; each director attended at least 75% of their Board/committee meetings; 100% attended the 2024 Annual Meeting. Guidelines stipulate ≥85% attendance over two consecutive years or the director will not be nominated.
- Governance practices: Independent Lead Director role; fully independent Audit, Compensation, Nominating, and Risk Committees; executive sessions of independent/non-management directors at least twice per year; policies prohibiting hedging/pledging; proxy access; majority voting with resignation policy.
Committee Eligibility/Assignments (as disclosed)
| Aspect | Detail |
|---|---|
| BLITA designee committee rights | One BLITA designee entitled to Nominating, Risk, Executive Committees (subject to qualifications/Board approval) |
| 2024 committee membership (BLITA) | Ms. Sandor on Nominating and Risk Committees from Nov 14, 2024 |
| Mr. Efrat committee roles | Not explicitly enumerated in 2025 proxy; he is a nominee and independent director since Mar 12, 2025 |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid to non‑employee directors; prorated on partial‑year service (e.g., Ms. Sandor’s 2024 cash was prorated) |
| Committee Chair retainer | $20,000 | Audit, Compensation, Nominating, Risk Committee Chairs; Executive Committee Chair receives no additional retainer |
| Independent Lead Director retainer | $50,000 | Additional to base retainer |
| Annual RSU grant | $85,000 | Granted under 2023 ICP; vests at earlier of next annual meeting or first anniversary; acceleration on CIC, death, disability, retirement; newly appointed directors (effective 2025) receive prorated RSUs |
| Annual limit | $500,000 | Combined cash plus equity cap for non‑employee directors under the 2023 ICP |
Performance Compensation
| Component | Performance Metrics | Notes |
|---|---|---|
| Director equity awards (RSUs) | None (time‑based vesting only) | Valley does not currently grant options to directors; director RSUs are not performance‑conditioned |
Other Directorships & Interlocks
| Entity | Nature of Interlock/Relationship | Governance Considerations |
|---|---|---|
| Bank Leumi Le‑Israel B.M. (BLITA) | Mr. Efrat is EVP & CIO; BLITA holds ~13.0% of VLY and has Investor Rights Agreement with VLY | Board deemed Mr. Efrat independent; BLITA has designation rights, standstill/voting alignment provisions; related‑party transactions reviewed under policy |
| BLITA–VLY participations | BLITA purchased 49 participation interests in 33 loan commitments totaling $1.3B (56% of total commitments) from Jan 1, 2024–Mar 1, 2025 | Approved under related‑party policy; ongoing cooperation agreement; oversight by Nominating and Audit Committees |
Expertise & Qualifications
- Deep technology, digital transformation, and cybersecurity oversight experience in financial institutions; senior executive leadership across IT and digital strategy.
- Board advisory experience in fintech, AI, and cyber; capital markets leadership.
- Qualifications aligned with Board skill needs for Innovation/Technology/Risk oversight; financially literate standard supported by extensive financial‑services tenure.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 0 shares | Newly appointed Mar 12, 2025; beneficial ownership table shows 0 shares for Mr. Efrat |
| Director stock ownership guidelines | 4x annual cash retainer | Increased from 3x; five‑year compliance window; may not sell retainer shares until guideline met; must hold at least 50% of required ownership until six months post‑service |
| Bank regulatory minimum | $1,000 in personal/common shares | Must own in own name/joint with spouse; none may be pledged or hypothecated |
| Hedging/pledging policy | Prohibited for directors/executives | Covers short sales, options, hedges; pledging barred (legacy exceptions allowed only with unwind timelines) |
Governance Assessment
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Committee access and independence: Mr. Efrat is affirmed independent despite BLITA ties; key committees are fully independent, and Valley maintains robust oversight via independent Lead Director and executive sessions—supporting board effectiveness.
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Potential conflicts: BLITA’s 13% ownership, designation rights, and loan participations present perceived interlocks; mitigants include a formal related‑party transaction policy, committee review/approval, standstill, and voting alignment on specified matters in the Investor Rights Agreement.
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Ownership alignment: As a new director with 0 shares as of Mar 1, 2025, Mr. Efrat is expected to build alignment through prorated RSUs and compliance with strengthened 4x retainer ownership guidelines and strict hedging/pledging prohibitions.
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Shareholder signals: Valley’s 2024 say‑on‑pay received 97.7% approval, indicating broad investor support for compensation governance, though a 2024 shareholder proposal to cap severance at 2.99x did not pass (36% support), and the company adopted an executive severance plan with ≤2.00x multipliers—evidence of responsive governance calibration.
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RED FLAGS to monitor:
- Related‑party exposure via BLITA participations and designation rights—ensure continued rigorous committee oversight and adherence to standstill/voting alignment terms.
- Ownership build‑up: track guideline compliance timelines for new directors and any exceptions to pledging policy (none disclosed for Mr. Efrat).