Nitzan Sandor

About Nitzan Sandor

Independent director of Valley National Bancorp since November 14, 2024; age 45. Senior Executive Vice President and Chief Legal Counsel of Bank Leumi le‑Israel B.M. (BLITA). Previously EVP and Chief Legal Counsel at Israel Discount Bank; law degree (LL.B.) from Tel Aviv University (2004). The Board deemed her independent while noting her affiliation with BLITA; the Board also waived the U.S. citizenship requirement for her appointment given qualifications and board needs . BLITA is a 13.0% shareholder and, under an Investor Rights Agreement, may designate directors and place one designee on Nominating and Risk Committees (and the Executive Committee) so long as ownership thresholds are met .

Past Roles

External Roles

Board Governance

• Committee assignments: Appointed to Nominating, Governance & Corporate Sustainability Committee and Risk Committee upon joining the Board on Nov 14, 2024; no chair roles disclosed .
• Independence: Determined independent under Nasdaq standards despite affiliation with BLITA; Board cited Investor Rights Agreement and related arrangements in reaching judgment .
• Attendance and engagement: The Board held 10 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings, and 100% of directors attended the 2024 Annual Meeting; executive sessions of independent/non‑management directors are held at least twice per year .
• BLITA rights/interlocks: BLITA holds 13.0% of VLY and may designate two directors while holding ≥12.5%; at least one BLITA designee is entitled to serve on Nominating, Risk, and Executive Committees (subject to qualification/approval) .
• Related‑party governance: Nominating Committee reviews/approves related‑party transactions; during 1/1/2024–3/1/2025, BLITA purchased 49 participations in 33 loan commitments totaling $1.3B of purchased interests (56% of total commitments), under a Business Cooperation Agreement; transactions subject to related‑party policy oversight .
• Policies: Prohibitions on hedging/pledging by directors; stock ownership guidelines; proxy access; majority voting with resignation policy; independent lead director role strengthened in early 2025 .

Fixed Compensation

Notes: Director compensation reviewed annually by Compensation Committee with adviser FW Cook; mix of cash + equity aligned to peers .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and capital markets expertise: 20+ years legal experience including capital markets practice leadership at FISCHER; chief legal roles at major Israeli banks; LL.B., Tel Aviv University (2004) .
• Banking/financial services governance: Board roles at IDBNY and Israel Credit Cards Ltd.; multifaceted governance perspective .
• Board qualification exception: U.S. citizenship requirement waived based on board needs and candidate credentials .

Equity Ownership

Stock ownership guidelines: Effective January 2025, non‑employee directors must hold VLY stock equal to 4x annual cash retainer, with 5 years to attain compliance; must hold ≥50% of required ownership until 6 months after service ends. Hedging and pledging by directors are prohibited (limited legacy exemptions do not apply to Sandor) .

Governance Assessment

• Positives

  • Independent status affirmed with explicit Board consideration of BLITA affiliation; robust related‑party oversight by Nominating Committee; strong prohibitions on hedging/pledging and enhanced director ownership guidelines effective 2025 .
  • Relevant domain expertise (bank legal/capital markets) and prior U.S. subsidiary board experience add depth to Risk and Nominating committees where she serves .
  • Strong shareholder support environment: 2024 say‑on‑pay approval 97.7%; 2025 advisory say‑on‑pay passed (432.8M for vs 12.6M against), indicating constructive investor sentiment toward governance/compensation framework .

• Watch items / potential conflicts

  • BLITA is a 13.0% shareholder with director designation rights and a Business Cooperation Agreement; BLITA purchased $1.3B in loan participations (49 participations across 33 commitments) during 1/1/2024–3/1/2025. These create heightened related‑party optics; continued rigorous recusal, committee oversight, and transparent disclosure remain essential. No exceptions to independence standards were identified by the Board, but the relationship is a standing sensitivity for investors. RED FLAG (monitor) .
  • Ownership alignment: As a new director, current beneficial ownership is de minimis (110 shares) versus heightened guideline (4x retainer). A five‑year compliance window mitigates near‑term concern; progress to guideline should be monitored .

• Attendance/engagement

  • Board reported all directors met ≥75% attendance thresholds and 100% Annual Meeting attendance in 2024; executive sessions occur at least twice per year, supporting independent oversight .

• Committee focus areas

  • Risk Committee oversight includes ERM, liquidity risk tolerance, cybersecurity profile, and CRO performance—areas where her legal and banking background should contribute. Nominating oversees board composition, self‑evaluation, ESG oversight, and related‑party approvals, directly intersecting with BLITA relationship governance .

Additional context: 2025 director elections show Sandor elected with 441,048,723 votes “For” vs 5,385,437 “Against” (688,697 abstentions; 57,204,256 broker non‑votes), evidencing broad support .