Jennifer Steans
VALLEY NATIONAL BANCORPAbout Jennifer W. Steans
Jennifer W. Steans (age 61) is an independent director of Valley National Bancorp, serving since 2018. She is CEO of Financial Investments Corporation, overseeing private equity investments and a family office; her credentials emphasize finance, risk management, and banking strategy. She holds a B.S. in Mathematics from Davidson College and an MBA from Northwestern’s Kellogg School of Management; she was named one of American Banker’s 25 Most Powerful Women in Finance in 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAmeriBancorp, Inc. | Chair | Until merger with Valley in 2018 | Led board through transaction; integrated with VLY post-merger |
| MB Financial (public) | Director | Not disclosed (prior role) | Regional bank governance experience |
| Cole Taylor Bank / Taylor Capital | Director | Not disclosed (prior role) | Pre-MBFI acquisition board roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arabella Advisors | Director | Current | Governance in advisory services |
| Laramar | Director | Current | Real estate/investment governance |
| 5th Century Partners | Advisory Board | Current | Private equity advisory |
| Prairie Capital | Advisory Board | Current | Private equity advisory |
| Siena Capital Partners | Advisory Board | Current | Private equity advisory |
| Commercial Club of Chicago | Executive Committee | Current | Civic executive leadership |
| Navy Pier | Chair | Current | Non-profit leadership |
| Ravinia Festival | Past Chair | Past | Cultural institution governance |
| RUSH University Medical Center | Chair, Health Equity Advisory | Current | Health equity oversight |
| DePaul University; World Business Chicago | Trustee | Current | Civic/academic governance |
Board Governance
- Independence: The Board determined Ms. Steans is independent under Nasdaq standards; all members of the Audit, Compensation, and Nominating Committees are independent .
- Committee assignments and roles:
- Compensation & Human Capital Management Committee: Chair (effective as of the 2024 Annual Meeting) .
- Audit Committee: Member; designated an “Audit Committee Financial Expert” by SEC criteria .
- Attendance and engagement:
- Board met 10 times in 2024; each director attended at least 75% of Board and assigned committee meetings (policy requires ≥85% over two consecutive years or director not re-nominated) .
- Committees met: Audit (5), Nominating (5), Compensation (5), Risk (6) in 2024 .
- 100% director attendance at the 2024 Annual Meeting .
- Lead independent director framework: Active, empowered role; independent executive sessions at least twice per year .
- Related-party oversight: Nominating Committee approves related-party transactions; no specific related-party transactions disclosed for Ms. Steans .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard non-employee director retainer |
| Committee Chair Retainer | Included in total | Chair retainers are $20,000; Ms. Steans’ 2024 cash fees totaled $105,000 (reflecting chair service effective post-Annual Meeting) |
| Total Fees Earned (Cash) | $105,000 | Reported for 2024 |
| Director RSU (Grant-Date Value) | $85,000 | Annual equity retainer under 2023 ICP |
| Deferred Cash Dividends on RSUs | $3,624 | 2024 dividends on director RSUs |
| Total 2024 Director Compensation | $193,624 | Sum of components |
Key terms: RSUs are granted at the annual meeting, determined using the prior-day closing price; vest on the earlier of next annual meeting or first anniversary, with acceleration upon CIC, death/disability, and retirement (age 65 with five years of service) .
Performance Compensation
Directors do not receive performance-based equity or options; Valley does not grant options to directors, and 2024 had no option grants .
| Metric Category | Applicable to Directors? | 2024 Details |
|---|---|---|
| PSUs tied to GITBV/TSR | No | Director equity is time-based RSUs only |
| Options (strike/expiration) | No | No options granted/practice not used |
| Meeting Fees | No | Compensation via retainers, not per-meeting fees |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Steans in the last five years; prior public directorship at MB Financial noted (dates not specified) .
- Compensation Committee interlocks: None—committee members and their affiliates have no relationships requiring disclosure under SEC interlock rules .
Expertise & Qualifications
- Financial and risk expertise: Audit Committee Financial Expert designation; extensive banking strategy and risk management experience from USAmeriBancorp, MB Financial, and private asset management leadership .
- Capital markets/investor perspective: Private equity advisory roles and significant beneficial ownership support alignment and financial acumen .
- Education: Davidson College (B.S. Mathematics), Northwestern Kellogg (MBA) .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 4,370,230 | As of March 1, 2025 |
| Percent of Outstanding Common | 0.78% | Based on 560,275,784 shares outstanding |
| Shares in Own Name | 163,233 | Component detail |
| Spouse-held Shares | 729,700 | Component detail |
| Spouse Trust | 211,468 | Component detail |
| Family Trust (Trustee) | 868,890 | Component detail |
| Partnership (3 partners) | 1,276,374 | Component detail |
| IRA | 105,000 | Component detail |
| Pledged Shares (Collateral) | 4,206,997 | Pledged as security for loans |
| Banking Relationships with Valley | None | No loans, trust services, or accounts listed |
Ownership guidelines: Effective January 2025, directors must own stock equal to 4x annual cash retainer (up from 3x), with five years to comply; directors must hold at least 50% of required ownership until six months after service ends. Directors may not hedge or pledge securities, subject to a limited grandfathered exception .
Pledging exception: In January 2020, the Nominating Committee allowed Ms. Steans to continue pledging shares she owned before joining Valley’s Board (converted from USAmeriBancorp shares at merger); no shares acquired after she became a Valley director may be pledged .
Governance Assessment
- Board effectiveness: Independent committee leadership, active Lead Independent Director, and robust self-evaluation processes (including third-party facilitation in 2024) indicate strong governance discipline. Executive sessions are held at least twice yearly and all key committees are 100% independent .
- Compensation governance: As Compensation Committee Chair, Ms. Steans oversees CEO and NEO pay decisions, with independent consulting support (FW Cook) and explicit risk review by the Chief Risk Officer; 2024 say-on-pay support was 97.7%, signaling broad investor endorsement of compensation design .
- Alignment and red flags:
- Alignment: Significant beneficial ownership (0.78%) supports investor alignment .
- Red flag: Substantial pledging (4,206,997 shares) under a grandfathered exception poses collateral risk and potential misalignment; Valley prohibits pledging generally, with limited exceptions acknowledged by the Nominating Committee .
- Related-party exposure: No related-party transactions disclosed for Ms. Steans; insider banking relationships table shows “None” for loans/accounts/services, reducing conflict risk .
Implications: Ms. Steans’ governance role and financial expertise (Audit Committee Financial Expert and Compensation Committee Chair) strengthen board oversight of financial reporting and pay practices; however, the size of pledged holdings merits investor monitoring for potential collateral-driven selling risk despite the company’s anti-pledging posture and limited exception granted in 2020 .