Peter Maio
VALLEY NATIONAL BANCORPAbout Peter V. Maio
Independent director since 2020 (age 64). Former Chief Information Officer at Ally Financial with responsibility for Customer Information & Analytics and Corporate Technology; prior tech leadership roles at CIT, Charles Schwab, and Fidelity. Education: B.S. Economics (Wharton), MBA (NYU Stern); CERT Certificate in Cybersecurity Oversight (Carnegie Mellon, 2020) and Wharton ESG Executive Certificate (2023). Currently a consultant; nonprofit service includes Greater Pike Community Foundation board. Brings 35+ years of financial services technology experience with explicit cybersecurity oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial, Inc. | Chief Information Officer (Customer Information & Analytics; Corporate Technology) | Prior to 2020 (years not specified) | Led large-scale information/analytics and corporate tech functions |
| CIT; Charles Schwab; Fidelity Investments | Various technology leadership roles | Prior to Ally (years not specified) | Financial services technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greater Pike Community Foundation | Director (nonprofit) | Current (as disclosed) | Regional charitable governance |
| North Carolina Technology Association | Board of Advisors | 2015–2018 | Sector engagement (advisory) |
Board Governance
- Independence: Classified as independent under Nasdaq and SEC standards; not party to related-party transactions (only standard banking relationships) .
- Committee work and expertise:
- Risk Committee member; Board explicitly cites him as having significant information security expertise and notes the Risk Committee’s oversight of cyber risk, privacy, and enterprise cybersecurity initiatives .
- Historical service: Audit Committee and Risk Committee member in 2023 (for context on breadth of oversight) .
- Board maintains a dedicated Cyber & Technology Risk Subcommittee reporting to the Risk Committee, reflecting elevated tech/cyber oversight emphasis .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; 100% director attendance at the 2024 Annual Meeting .
- Tenure: Director since 2020; within the Board’s refreshment cohort (5 years or less for several directors) .
Fixed Compensation (Director)
| Component | 2024 Amount | Policy Details | Source |
|---|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly to non-employee directors | |
| Additional retainer (Chair/Lead Dir) | $20,000 | Committee Chairs receive $20,000; Lead Independent Director $50,000 | |
| Peter V. Maio – Cash fees total | $110,000 | Footnote indicates Independent Lead Director or Committee Chair status; Maio marked accordingly | |
| Director retirement plan (legacy) | $0 (change shown only for certain legacy participants) | Plan frozen since 2013; not applicable to post-2013 new directors |
Notes:
- The table shows Maio’s 2024 cash fees at $110,000 vs. $90,000 standard, aligning with policy for additional chair responsibilities per proxy footnote (Lead Independent Director role is held by Eric Edelstein) .
Performance Compensation (Director)
| Component | 2024 Grant Value | Structure | Vesting/Terms | Source |
|---|---|---|---|---|
| Annual RSU retainer | $85,000 | Time-based RSUs under 2023 Incentive Compensation Plan | RSUs vest on earlier of next annual meeting or first anniversary; accelerate on CIC, death, disability, and retirement (not upon resignation) | |
| “Options” | $0 | Company does not grant options/option-like awards; none granted in 2024 | N/A | |
| Cash dividends on RSUs | $3,624 | Deferred cash dividends on outstanding director RSUs | Paid as “All Other Compensation” |
Observation: Director equity is time-based (no performance metrics), aligning director incentives with shareholder value over service time rather than formulaic financial targets .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Current public company boards | None disclosed | |
| Prior public company boards (last 5 years) | None disclosed | |
| Notable interlocks/conflicts | None disclosed |
Expertise & Qualifications
- Technology and Cybersecurity: Former CIO of a major financial institution; Board recognizes him for significant information security expertise on Risk Committee .
- Financial services domain: Multi-firm financial technology leadership (CIT, Schwab, Fidelity) .
- Governance/professional: CERT Cybersecurity Oversight (Carnegie Mellon, 2020); Wharton ESG Executive Certificate (2023) .
- Education: B.S. Economics (Wharton); MBA (NYU Stern) .
Equity Ownership
| Item | Amount/Status | Effective Date | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 47,991 | March 1, 2025 | |
| Percent of class | 0.01% | March 1, 2025 | |
| Pledged shares | None disclosed for Maio; pledging prohibited with limited legacy exceptions not including Maio | 2024–2025 policies | |
| Banking relationships | Checking, CD, Money Market; no loans | 2024 independence review | |
| Ownership guidelines | 4x annual cash retainer (effective Jan 2025); 5 years to attain; must hold ≥50% of required ownership until 6 months post-service; separate $1,000 bank regulatory minimum | Policy disclosure |
Insider transactions (Form 4):
| Transaction Date | Type | Shares | Post-Transaction Ownership | Filing URL |
|---|---|---|---|---|
| 2025-05-20 | Award (A) | 9,393 | 68,366 | https://www.sec.gov/Archives/edgar/data/714310/000071431025000112/0000714310-25-000112-index.htm |
| 2024-05-21 | Award (A) | 10,982 | 58,973 | https://www.sec.gov/Archives/edgar/data/714310/000071431024000111/0000714310-24-000111-index.htm |
Governance Assessment
- Strengths supporting investor confidence
- Independence and clean related-party profile: No director loans; only standard banking relationships; Board determined independent .
- Risk and cybersecurity oversight: Active Risk Committee member with explicit cybersecurity expertise; Board maintains a Cyber & Technology Risk Subcommittee; governance structure emphasizes credible challenge and cyber risk oversight .
- Alignment mechanisms: Mix of cash ($110k) and equity ($85k) in 2024; prohibitions on hedging/pledging; enhanced stock ownership guideline (4x retainer) with holding requirements .
- Engagement and attendance: All directors met ≥75% meeting attendance threshold in 2024; 100% Annual Meeting attendance .
- Watch items / context
- Director equity is time-based RSUs (not performance-vested), standard for directors but lacks explicit performance metrics; however, structure aligns with long-term service and shareholding .
- Board-wide say-on-pay support was very strong (97.7% in 2024), but a 2024 shareholder proposal to cap severance at 2.99x received ~36% support, indicating some investor scrutiny of severance design (applies to executives, not directors) .
- Red flags
- None identified specific to Maio (no pledging, related-party transactions, or attendance issues disclosed) .
Board Governance (Committee Snapshot)
| Committee | Role/Status for Maio | 2024 Meetings (context) | Source |
|---|---|---|---|
| Risk Committee | Member; recognized for information security expertise | 6 | |
| Audit Committee | Member in 2023 (context) | 5 (2023) | |
| Other committees (Chair roles) | Proxy footnote indicates Chair or Lead Director annotation for his compensation; cash fees align with Chair-level retainer policies | — |
Director Compensation Mix (2024)
| Category | Amount | Mix |
|---|---|---|
| Cash Fees | $110,000 | 55.4% |
| Equity (RSUs) | $85,000 | 42.8% |
| Dividends on RSUs | $3,624 | 1.8% |
| Total | $198,624 | 100% |
| Sources: component and totals per 2024 Director Compensation Table; RSU policy and vesting terms per director compensation section . |
Related-Party & Conflicts Review
- Related transactions: None involving Maio in the “Certain Transactions with Management” section; table of director banking relationships shows standard accounts, no loans .
- Independence determination: Affirmed independent by the Board .
- Hedging/pledging: Prohibited; disclosed exceptions do not include Maio .
Say-on-Pay & Shareholder Feedback (Board Context)
- 2024 Say-on-Pay support: 97.7% approval .
- 2024 shareholder proposal to limit severance to 2.99x: 36% support; Board did not adopt, citing strong say-on-pay support and new severance plan with ≤2.0x multipliers for covered execs (context on compensation governance) .
Overall: Maio enhances board effectiveness in risk oversight—particularly cybersecurity—without disclosed conflicts, with solid attendance and alignment through equity and ownership policies. No director-specific red flags identified in proxy disclosures or Form 4s .