Sidney Williams, Jr.

About Sidney S. Williams, Jr.

Rev. Dr. Sidney S. Williams, Jr. (age 56) has served as an independent director of Valley National Bancorp since 2020. He is CEO of Crossing Capital Group Inc., a New Jersey benefit corporation, and Lead Pastor of Bethel Church in Morristown, NJ. Previously, he worked at first-tier investment banks, participating in over $10 billion of public equity/debt offerings, M&A, joint ventures, and IP licensing; his board expertise areas include ESG, DEI, audit, and investments. Education: BBA/Finance (Howard), MBA (Wharton), M.Div. (Wesley Theological Seminary), D.Min. (Payne Theological Seminary).

Past Roles

External Roles

Board Governance

• Independence status: Independent director under Nasdaq/SEC rules (one of 10 of 11 nominees in 2025).
• Committee memberships (most recent specific disclosure):
  • Audit Committee (member) and Risk Committee (member) in 2023–2024; no committee chair roles disclosed.
• Meeting attendance and engagement:
  • 2024: Board held 10 meetings; each director attended at least 75% of Board and assigned committee meetings; 100% director attendance at the 2024 Annual Meeting. Executive sessions of independent and of non-management directors held at least twice per year.
• Board structure/practices: 100% independent Audit, Compensation, Nominating, and Risk Committees; anti-hedging and anti-pledging policies; clawback policies (misconduct and restatement).

Committee Assignments (disclosed)

Fixed Compensation (Director)

Notes:

• Non-employee directors receive $90,000 annual cash retainer; committee chairs and the Independent Lead Director receive additional retainers (not applicable to Dr. Williams).
• Annual director equity is RSUs valued at $85,000, granted on the date of the annual meeting; no stock options are granted.

Performance Compensation (Director)

Directors do not have performance-based pay metrics; annual director equity is time-based RSUs that vest on the earlier of the next annual shareholder meeting or the first anniversary of grant (accelerated on CIC, death/disability, or retirement; not upon resignation). The Company does not grant options to directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and transaction experience (>$10B in offerings/M&A/JVs/IP).
• Board expertise: ESG, DEI, audit, investments.
• Executive leadership/strategy as CEO of Crossing Capital Group; community development focus.
• Education: Howard (Finance), Wharton (MBA), Wesley Theological Seminary (M.Div.), Payne Theological Seminary (D.Min.).

Equity Ownership

Additional alignment and policies:

• Director stock ownership guidelines increased in Jan 2025 to 4× annual cash retainer (from 3×); 5-year period to attain; must hold at least 50% of required ownership until six months after service ends; no sale of shares received as part of annual retainer until guideline met.
• Anti-hedging and anti-pledging: Directors prohibited from hedging and from pledging Company stock; only two legacy exceptions disclosed (Ms. Steans and Mr. Chillura) — no exception disclosed for Dr. Williams.
• Options: Company does not grant options; none reported for directors.

Related-Party and Banking Relationships

• Related-party transactions: None disclosed involving Dr. Williams.
• Banking relationships: Checking and money market accounts; no loans or trust services listed.

Say-on-Pay & Shareholder Feedback (Context)

• Say-on-Pay support: 97.7% approval at 2024 Annual Meeting.
• The Board engages regularly with shareholders; independent committees and executive sessions at least twice per year.

Governance Assessment

• Strengths for investor confidence:
  • Independent director with Audit and Risk Committee experience; supports financial reporting integrity and enterprise risk oversight.
  • Clean related-party profile; only ordinary-course deposit relationships disclosed; anti-hedging/anti-pledging policies apply.
  • Transparent, formulaic director pay structure (cash retainer + time-based RSUs), capped by plan, with strengthened stock ownership guideline (4× retainer).
  • Board practices include majority voting with resignation policy, independent committees, and regular executive sessions.
• Monitoring items:
  • Absolute share ownership remains modest relative to outstanding shares (0.00% disclosure category); individual compliance status with 4× guideline not disclosed.
  • No committee chair roles disclosed; influence is via committee membership rather than leadership.

No red flags identified: no related-party transactions, no disclosed pledging/hedging, no attendance issues (Board-wide threshold met; 100% Annual Meeting attendance), and no Section 16 reporting delinquencies noted for Dr. Williams.