Lisa Schultz
VALLEY NATIONAL BANCORPAbout Lisa J. Schultz
Lisa J. Schultz, age 63, has served as an independent director of Valley National Bancorp since 2019. She is the former Co-Head of Capital Markets at Keefe, Bruyette & Woods and began her career at Drexel Burnham Lambert, with a Bachelor’s degree from Simmons College (1983), bringing deep capital markets and banking investor perspective to the Valley board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keefe, Bruyette & Woods (KBW) | Co-Head, Capital Markets | Retired as of year-end 2018 | Led capital raising for U.S. depository institutions |
| Stifel Financial Corp. (via merger with KBW) | Senior Capital Markets leader | Not disclosed | Strategic positioning and capital alternatives expertise |
| Ryan, Beck & Co. (merged into Stifel) | Director of Equity and Fixed Income Capital Markets | Not disclosed | Raised capital across equity/fixed income markets |
| Drexel Burnham Lambert | Investment banking professional | Not disclosed | Early-career formation in capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valley Financial Management, Inc. (VLY subsidiary) | Board member | 2024 | $5,000 annual cash retainer |
Board Governance
- Independence: Schultz is one of 10 of 11 director nominees deemed independent by Nasdaq standards; Valley’s audit, compensation, nominating, and risk committees are 100% independent .
- Committee leadership and engagement: Non-employee director cash compensation includes incremental retainers for committee chairs; Schultz’s 2024 cash fees include such additional retainers, indicating committee leadership responsibilities (specific committee not disclosed) .
- Attendance: The Board held 10 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings, and 100% attended the 2024 Annual Meeting .
- Governance practices: Executive sessions of independent and non-management directors occur at least twice annually; lead independent director structure in place; policies prohibit hedging/pledging by directors; stock ownership guidelines strengthened in January 2025 .
- Proxy appointment: Schultz is named as one of three proxies on the 2025 proxy card (with Edelstein and Sani) .
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly |
| Cash fees total | $115,000 | Includes base retainer plus additional retainers (e.g., committee chair; subsidiary board service) |
| Subsidiary board retainer | $5,000 | Valley Financial Management, Inc. |
| Director chair/lead retainers (policy) | $20,000 (committee chair); $50,000 (lead independent director) | Policy amounts; Schultz’s specific lead role not indicated (lead independent director is Edelstein) |
Performance Compensation
| Equity Element | 2024 Value/Status | Vesting/Terms | Notes |
|---|---|---|---|
| RSU annual grant | $85,000 | RSUs granted on date of annual meeting; vest on earlier of next annual meeting or first anniversary; acceleration upon change-in-control, death, disability, and retirement (age 65 with ≥5 years); not accelerated upon resignation | Prorated RSUs for new directors effective 2025 |
| Deferred cash dividends on RSUs | $3,624 | Dividends on unvested RSUs paid in cash, deferred until vesting | Schultz received $3,624 in 2024 |
| Options | None granted in 2024 | Company currently does not grant options | — |
Note: Valley’s equity programs for directors are time-based RSUs; performance metrics (e.g., GITBV, relative TSR) apply to executive awards, not director RSU grants .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Valley Financial Management, Inc. (subsidiary) | Private/subsidiary | Director | Additional $5,000 retainer; standard internal role |
| Public company boards | Public | None disclosed | None disclosed in last five years |
Expertise & Qualifications
- Capital markets leadership, strategic positioning, investor perspective, and financing alternatives expertise, with a record of raising “billions of dollars of capital for U.S. depository institutions” .
- Banking market knowledge and senior executive experience aligned with Valley’s skills matrix objectives (Board narrative) .
- Education: Bachelor’s degree, Simmons College (1983) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lisa J. Schultz | 70,266 | 0.01% | Calculated vs. 560,275,784 shares outstanding |
| Banking relationships | Checking, Money Market | — | No loans or trust services; no professional services to Valley |
| Hedging/Pledging | Prohibited for directors | — | No exceptions disclosed for Schultz (exceptions noted for Steans and Chillura only) |
| Ownership guidelines | 4x annual cash retainer (raised from 3x effective Jan 2025); 5-year compliance window; must hold ≥50% of required ownership until six months post-service | — | Individual compliance status not disclosed |
Governance Assessment
- Strengths: Independent status; no related-party loans or services; prohibited hedging/pledging with no disclosed exceptions; meaningful alignment via annual RSUs and strengthened ownership guidelines; engagement indicated by subsidiary board role and committee chair retainer .
- Compensation mix: Balanced cash ($115,000) and equity ($85,000 RSUs) with standard vesting; no options or tax-gross ups disclosed; RSU dividends deferred, consistent with alignment practices .
- Attendance/engagement: Board met 10 times in 2024 with at least 75% attendance by each director; 100% attendance at annual meeting; regular executive sessions support board effectiveness .
- Potential conflicts: None identified specific to Schultz; her bank relationship is limited to deposit accounts; no loans or related-party transactions disclosed .
- Red flags: None disclosed for Schultz. Broader board context includes BLITA governance rights and transactions, but no direct linkage to Schultz; committee independence remains intact .