Ira Robbins
VALLEY NATIONAL BANCORPAbout Ira Robbins
Ira Robbins (age 50) is Chairman and CEO of Valley National Bancorp and Valley National Bank, a Valley executive since 1996 and a director since 2018. He holds a B.S. in Finance & Economics (Susquehanna), MBA in Finance (Pace), is a graduate of Stonier Graduate School of Banking, and a CPA (inactive) in New Jersey . Under Robbins’ leadership in 2024, Valley reported net income of $380.3M (diluted EPS $0.69), deposits +1.7% to $50.1B, and NIM (FTE) of 2.85% amid industry headwinds; the GITBV-based 2022–2024 PSU tranche paid at 103.45% while the TSR tranche paid 0%, aligning outcomes to performance . Say‑on‑pay support was 97.7% in 2024, and the board continues to use independent peer benchmarking and balanced incentives (GITBV and relative TSR) for long-term alignment -.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valley National Bancorp/Bank | Joined via Management Associate Program; progressed through several key leadership positions; Chairman & CEO; Director | 1996–present (Director since 2018) | Led digital/operational modernization, strategic portfolio actions, and talent pipeline and customer experience initiatives cited in 2024 objectives -. |
External Roles
| Organization | Role | Years | Strategic Relevance |
|---|---|---|---|
| Mid-Size Bank Coalition of America | Director | Current | Policy engagement for mid-sized banks . |
| New Jersey Bankers Association | Director | Current | State-level industry advocacy . |
| New York Bankers Association | Director | Current | Regional banking policy and network . |
| Federal Home Loan Bank of New York | Director | Current | Funding/liquidity ecosystem oversight . |
| Jewish Vocational Service of MetroWest NJ | Director | Current | Community engagement and workforce initiatives . |
| Morris Habitat for Humanity Leadership Council | Council member | Current | Community development engagement . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,000,000 | $1,000,000 | $1,050,000 |
| Non‑Equity Incentive (Paid following FY) | $1,462,500 | $921,875 | $1,080,450 |
| Stock Awards (Grant‑date fair value) | $3,060,578 | $2,975,661 | $3,443,405 |
| All Other Compensation (see detail) | $487,257 | $425,582 | $490,572 |
All other compensation detail (2024): auto $15,392; dividends on RSUs $337,063; 401(k) $17,250; deferred comp match $83,709; GTL $2,622; club dues $27,564; other $6,972 .
Additional 2024 parameters:
- Target annual bonus: 140% of base salary; actual payout: 73.5% of target ($1,080,450) reflecting zero payout on financial component but above-target on strategic elements .
- Say-on-pay support: 97.7% at 2024 annual meeting .
- Compensation elements benchmarked to a 16-bank peer group; CEO total compensation generally targeted around peer median .
Performance Compensation
- Structure: 25% time‑based RSUs (pro‑rata over 3 years) + 75% PSUs tied to 3‑year GITBV (60% of PSUs) and relative TSR vs KBW Regional Bank Index (40% of PSUs); awards settle 0–200% of target based on performance -.
- 2024 non‑equity program weighting: Company financial 40% (not met ⇒ 0% payout for that component), Company strategic objectives 15%, Customer experience 10%, Risk management & control (individual) 15%, Individual objectives 20%; overall NEO average payout ~73.85% of target - .
- 2022–2024 PSUs outcome: GITBV paid 103.45% (threshold 10.50%, target 13.00%, max 15.75%; achieved cumulative 13.19%); TSR percentile ~2% ⇒ 0% payout .
2024 Non‑Equity Incentive Framework and Outcomes
| Component | Weighting | Target Definition | Actual Result | Payout |
|---|---|---|---|---|
| Company Financial | 40% | Core net income available to common; holistic financial metrics | Financial objective not met; core net income $322.2M | 0% component payout |
| Company Strategic Objectives | 15% | Three-year imperatives, balance sheet flexibility, fee revenue, etc. | Assessment approved at 150% achievement | >100% component payout |
| Customer Experience | 10% | Composite customer experience index | Achieved 135% of goal | 135% component payout |
| Risk Mgmt & Control (Individual) | 15% | Risk appetite, governance/controls, cyber/tech risk | Positive evaluations across NEOs | >0% component payout |
| Individual Objectives | 20% | CEO/NEO-specific strategic/operational goals | CEO exceeded individual goals; others positive | Contributed to overall 73.5% CEO payout |
Note: CEO 2024 bonus paid at 73.5% of target; other NEOs ranged 65.8%–100% of target (ex‑CFO) -.
Equity Awards Granted in 2025 for 2024 Performance (CEO)
| Award Type | Shares/Value | Vesting | Metric Weights |
|---|---|---|---|
| Time‑based RSUs | 79,820 shares; $795,000 value | 1/3 annually starting Feb 1 following grant | N/A |
| PSUs (Target) | $2,385,000 total; $954,000 TSR; $1,431,000 GITBV | Cliff after 3‑year performance period | 60% GITBV, 40% TSR |
| Total 2024 Equity Award Value (CEO) | $3,180,000 (100% of target) | As above | As above |
TSR earning schedule (3‑yr): below 25th pct = 0%, 25th=50%, 50th=100%, 87.5th=200% of target; negative absolute TSR caps payout at 100% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 650,975 shares (0.12% of outstanding) including 2,800 spousal shares and 407 in trusts for nieces . |
| Unvested/Unearned Equity (12/31/24) | Time‑based RSUs: 227,914 units ($2.06M); Performance‑based RSUs at maximum: 1,669,188 units ($15.12M) -. |
| 2024 RSUs Vested | 134,711 shares vested; value realized $1,324,421 . |
| Dividends on RSUs (2024) | $337,063 cash dividends paid upon vesting (taxable) . |
| Options | No stock options granted in 2024; none outstanding for CEO in 2024 tables . |
| Ownership Guidelines | CEO must own ≥6x base salary in stock; must hold ≥50% of required ownership until six months post‑termination; unvested time‑based RSUs count toward guideline . |
| Hedging/Pledging | Prohibited for directors and executive officers; exceptions only for legacy pledges pre‑service; no CEO pledges disclosed . |
Implications: Large unvested RSU stack will deliver multi‑year stock settlements; anti‑hedging/pledging and high ownership requirements favor alignment and may temper near-term selling pressure, though scheduled vesting creates predictable supply over time -.
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (Non‑CIC) | Lump sum equal to 24 months base salary + 1x most recent annual cash bonus + prorated current‑year bonus; lump sum in lieu of medical equal to 125% of COBRA premiums net of employee share for 36 months; lump sum for life insurance premiums (125% of employer share for 3 years) -. |
| Change‑in‑Control (Double Trigger) | Lump sum 3x (salary + highest non‑equity incentive in prior 3 years) + 3x medical/dental premiums less employee share; equity accelerates at target (PSUs) and time‑based vest in full; net‑best 280G (cut‑back vs pay‑full) . |
| Equity Treatment | Death: time‑based vest; PSUs vest at target. Retirement: time‑based vest; PSUs continue on schedule (pro‑rated if <1 yr outstanding). CIC + qualifying termination: time‑based vest; PSUs vest at target . |
| Restrictive Covenants | Non‑solicit 12 months (required for equity awards); severance plan participants (other NEOs) bound by non‑solicit/non‑disparagement/non‑disclosure; CEO also subject to severance‑agreement non‑compete in designated states -. |
| Clawbacks | Six‑year misconduct clawback for cash and equity; separate Nasdaq‑compliant restatement clawback -. |
Board Governance (Director service, committees, dual‑role implications)
- Board service: Director since 2018; Chairman and CEO. Ten of 11 nominees are independent; CEO is sole management director .
- Committees: Audit, Compensation & HCM, Nominating/Governance/Corporate Sustainability, and Risk Committees are 100% independent; CEO is not a member .
- Dual‑role mitigants: Independent Lead Director (Eric P. Edelstein) elected by independents with robust authorities (agenda setting, executive sessions, outside advisor access, CEO evaluation, ability to call meetings) .
- Board activity: 10 meetings in 2024; all directors attended ≥75% of board/committee meetings; 100% attended 2024 annual meeting; executive sessions of independent/non‑management directors held at least twice per year .
- Shareholder engagement and governance: Majority voting with resignation policy; proxy access (3%/3 years); no poison pill; shareholders (25%/1 year) may call special meeting - .
- Say‑on‑Pay: 97.7% support in 2024; shareholder proposal to cap severance at 2.99x received 36% support; company adopted Executive Severance Plan for certain executives with ≤2.0x multipliers (CEO excluded) .
Director Compensation (as applicable to CEO as a director)
- Employee directors receive no separate director compensation; only non‑employee directors receive cash retainers and RSUs .
Compensation Program and Outcomes (CEO detail)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of Salary) | — | 125% (implied prior to 2024 increase) | 140% |
| Actual Bonus Payout (% of Target) | — | 73.8% - | 73.5% |
| PSUs (2022–2024 cycle) | — | — | GITBV 103.45% payout; TSR 0% payout |
Compensation Peer Group (for benchmarking)
- 2024 peer group: 16 regional banks including BOKF, Comerica, Webster, Western Alliance, Wintrust, etc.; CEO/NEO pay generally targeted near peer median .
- TSR comparator for PSUs: KBW Regional Bank Index constituents .
Risk Indicators and Policies
- Anti‑hedging and anti‑pledging for executives/directors; limited legacy pledges grandfathered (not CEO) .
- Clawbacks for misconduct (6 years) and separate restatement clawback per Nasdaq -.
- Related party transactions governed by robust policy; no CEO‑specific related transactions disclosed -.
- Compensation risk review: Chief Risk Officer reported programs not reasonably likely to cause material adverse effect; Compensation Committee concurred .
Ownership, Vested vs Unvested, and Potential Selling Pressure
| Category | Shares/Value |
|---|---|
| Beneficially owned (CEO) | 650,975 shares (0.12% of class) |
| Unvested time‑based RSUs (12/31/24) | 227,914 units; $2,064,900 market value at $9.06 - |
| Unearned PSUs outstanding (at max) | 1,669,188 units; $15,122,843 market value at $9.06 - |
| 2024 vested RSUs (CEO) | 134,711 shares; $1,324,421 realized value |
| 2024 dividends on RSUs (CEO) | $337,063 cash dividends on vested RSUs |
Vesting mechanics and high ownership requirements support alignment; however, scheduled RSU vestings represent a predictable source of future share supply as awards settle over time -.
Investment Implications
- Pay‑for‑performance integrity: 0% payout on the financial component of 2024 bonuses and 0% on the 2022–2024 TSR PSUs demonstrate downside symmetry; modest GITBV over‑target payout (103.45%) balances long‑term value focus with operational outcomes .
- Alignment and retention: CEO equity is entirely RSUs/PSUs (no new options), with high ownership (6x salary), anti‑hedging/pledging, and strong clawbacks; these features enhance alignment and reduce risk‑taking incentives - .
- Governance check: Combined Chair/CEO structure is offset by a strengthened Independent Lead Director role and fully independent key committees; say‑on‑pay support (97.7%) and shareholder rights (majority voting/proxy access) suggest low governance overhang near‑term - .
- Change‑of‑control economics: CEO has double‑trigger 3x CIC cash benefits and equity acceleration at target; while market‑standard, this represents potential transaction friction; however, “net‑best” 280G mitigates tax gross‑up concerns .
- Trading signals: Large outstanding PSUs/time‑based RSUs imply multi‑year vesting supply; 2024 vesting of 134.7k shares and RSU dividends provide liquidity without forced selling; pledging prohibitions reduce forced‑sale risk .
- Execution lens: 2024 financial shortfalls tied to industry conditions were balanced by progress on balance‑sheet optimization, capital raises, and CRE de‑risking; incentive outcomes reflect this mix and may continue to pressure TSR tranches unless relative performance improves .
Sources: Valley National Bancorp 2025 DEF 14A (April 4, 2025) -.