Jeffrey Wilks
VALLEY NATIONAL BANCORPAbout Jeffrey S. Wilks
Independent director of Valley National Bancorp (VLY); age 65; director since 2012 via the State Bancorp acquisition. CEO of Spiegel Associates Inc. (real estate ownership and development) with prior banking/finance roles at Sandler O’Neill (Associate Director, 1992–1995) and NatWest USA capital affiliates (Vice President), bringing banking, finance, investments, and real estate experience to the Board . The Board affirmatively determined his independence; a de minimis related-party lease (see Conflicts) was reviewed and did not impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spiegel Associates Inc. | President & CEO | Not disclosed (current) | Real estate ownership and development experience |
| State Bancorp, Inc. | Director | 2001–2011 | Appointed to VLY Board in Jan 2012 following State Bancorp acquisition |
| Sandler O’Neill | Associate Director | 1992–1995 | Banking-focused investment bank experience |
| NatWest USA; NatWest USA Capital Corp.; NatWest Equity Corp. | Vice President roles | Not disclosed | Corporate finance and investment affiliate experience |
External Roles
| Organization | Role | Sector/Notes |
|---|---|---|
| Museum at Eldridge Street | Board of Directors | Non-profit board service |
| City Parks Foundation | Board of Directors | Non-profit board service |
| The Association for a Better Long Island | Board of Directors | Regional civic/economic org |
Board Governance
- Independence: Independent director; Board reviewed that Mr. Wilks’ spouse benefits from a branch lease paid by VLY to a limited partnership. Annual lease is $190,000; de minimis relative to landlord’s broader entity (<0.5% in 2024–2025 analyses). Fixed since 2011 with no escalators; landlord may terminate with 130 days’ notice. Nominating Committee/Board judged the transaction de minimis to Mr. Wilks and affirmed independence .
- Committees: Served on Nominating Committee and Risk Committee in 2023 (committee meetings: Audit 5, Nominating 5, Compensation 5, Risk 6) . 2024 committee meeting counts were the same (Audit 5, Nominating 5, Compensation 5, Risk 6) .
- Attendance: 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 . In 2023, Board held 15 meetings; each director attended at least 75%; 100% attended the 2023 annual meeting .
- Executive sessions and lead director: Independent and non-management director executive sessions at least twice per year; Independent Lead Director role with defined authorities (e.g., executive sessions, agendas, liaison to CEO) .
Fixed Compensation
Policy and 2024–2023 actuals for Mr. Wilks.
| Component | 2024 Policy/Structure | 2024 Amount | 2023 Amount |
|---|---|---|---|
| Annual cash retainer | $90,000 for non-employee directors; additional $20,000 per major committee chair; $50,000 for Independent Lead Director; meeting fees eliminated starting 2023 | $95,000 (incl. any role-based retainers) | $115,625 (mix of pre-2023 meeting fees + pro-rated retainer/role-based fees) |
| Equity retainer (RSUs) | $85,000 grant value; granted on annual meeting date; vests at next annual meeting or 1-year anniversary; accelerates on CIC, death/disability, retirement (age 65 + 5 years); not on resignation | $85,000 | $85,000 |
| Directors Retirement Plan | Plan frozen in 2013; benefit = (years of service through 12/31/2013) × 5% × $40,000; 10-year payout post-retirement | Change in pension value: $0 (2024) | Change in pension value: $1,807 (2023) |
| All other compensation | Deferred cash dividends on RSUs (if applicable) | $3,624 | $3,292 |
| Total | — | $183,624 | $205,724 |
Grant timing detail: RSUs are issued on the date of the annual meeting (May 21, 2024 for the 2024 grant) .
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity (RSUs) | None (time-based vesting only) | No performance metrics are applied to director RSUs; vesting is time-based per policy |
Clawback: Company maintains clawbacks for executives (misconduct/restatement) and prohibits hedging/pledging by directors and executive officers, with disclosed legacy exceptions not involving Mr. Wilks .
Other Directorships & Interlocks
- Current public company boards: None disclosed for the last five years in director biography .
- Prior public company board: State Bancorp, Inc. director (2001–2011) .
- Interlocks/consulting: None disclosed for Mr. Wilks; compensation committee interlocks section notes no interlock transactions for committee members (Mr. Wilks was not listed as a compensation committee member/chair) .
Expertise & Qualifications
- Banking/finance/investments (Sandler O’Neill; NatWest USA corporate finance; State Bancorp board experience) .
- Real estate ownership/development (Spiegel Associates CEO) .
- Community leadership via multiple non-profit boards (see External Roles) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| March 1, 2025 | 470,829 | 0.08% | Includes spouse/family/trust holdings as detailed (e.g., 76,026 spouse; various trusts/foundation); disclaims beneficial ownership of certain estate-created trust shares |
| March 1, 2024 | 460,852 | 0.09% | Includes spouse/family/trust holdings; no pledging disclosed for Mr. Wilks |
Ownership alignment policies:
- Director stock ownership guideline increased to 4× annual cash retainer effective January 2025; 5-year compliance window; must hold at least 50% of required ownership until six months after service ends .
- Hedging and pledging prohibited; exceptions only for Ms. Steans and Mr. Chillura (legacy pledges), not Mr. Wilks .
Conflicts, Related-Party & Risk Indicators
- Related-party lease: VLY pays ~$190,000 annually for a Westbury, NY branch lease assumed in 2012; landlord is a limited partnership from which Mr. Wilks’ spouse benefits; may be terminated by landlord with 130 days’ notice; payment fixed since 2011 with no escalator; de minimis relative to landlord’s larger entity (<0.5% in 2024/2025 analyses). Reviewed under related-party policy and Regulation O frameworks; independence maintained .
- Banking relationships: Mr. Wilks has a commercial mortgage and personal line of credit with the Bank and a checking account; such insider loans are governed by Regulation O and are required to be on market terms and approved per policy .
- Hedging/pledging: Company prohibits; no pledges disclosed for Mr. Wilks (only Ms. Steans and Mr. Chillura have legacy exceptions with unwind requirements) .
- Attendance/engagement: Directors met attendance thresholds; Board and committee cadence robust; executive sessions occur at least twice annually .
Governance Assessment
Strengths
- Independent director with deep banking/finance and real estate credentials; long-tenured perspective paired with ongoing board refreshment initiatives .
- Clear ownership alignment policies; prohibition on hedging/pledging; increased ownership guideline to 4× retainer in 2025 .
- Transparent director compensation structure with balanced cash/equity; retirement plan frozen since 2013 limiting accrual growth .
- Shareholder support for executive compensation (97.7% Say-on-Pay approval in 2024), signaling confidence in governance and pay practices .
Watch items / potential conflicts
- Related-party branch lease benefiting spouse (fixed $190,000/year). While repeatedly deemed de minimis and compliant with policy, it remains a standing related-party exposure that warrants continued monitoring by investors for any changes in terms or scope .
- Insider banking relationships (loans/deposits) require ongoing adherence to Regulation O; Board discloses oversight and independence conclusions annually .