Suresh Sani
VALLEY NATIONAL BANCORPAbout Suresh L. Sani
Independent director since 2007; age 60. President of First Pioneer Properties, Inc., with 35+ years managing and owning commercial real estate in Valley’s lending markets. Education: Harvard College (BA) and NYU School of Law (JD), with legal experience including real estate, tax, land use, regulatory, and labor; General Counsel for First Pioneer. Brings legal and real estate expertise and small-business network to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Pioneer Properties, Inc. | President; General Counsel | Joined 1989; ongoing | Leads acquiring, financing, developing, leasing, and managing real estate assets across Valley’s markets; deep legal experience aligned to banking-regulatory context |
| Shea & Gould LLP | Real Estate Associate | Prior to First Pioneer (dates not disclosed) | Legal experience in real estate, tax, land use, government regulatory, labor; informs governance and risk oversight perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in last five years |
Board Governance
- Independence: Board determined Sani is independent under Nasdaq/SEC standards .
- Committee assignments and roles:
- Nominating, Governance & Corporate Sustainability Committee: Chair (effective as of 2024 Annual Meeting); committee reviews director qualifications, recommends nominees/assignments, approves related-party transactions, and oversees ESG programs .
- Compensation & Human Capital Management Committee: Member; committee sets CEO pay, director compensation, NEO compensation, administers 2023 ICP; engages FW Cook as independent consultant; risk review confirmed incentives not likely to cause material adverse effects .
- Attendance and engagement:
- Board held 10 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; 100% of directors attended the 2024 Annual Meeting .
- Policy: directors must attend at least 85% of Board and assigned committee meetings for two consecutive years to be eligible for renomination; annual executive sessions of independent and non-management directors held at least twice per year .
- Governance safeguards:
- Director stock ownership guidelines: increased to 4x annual cash retainer (from 3x); five years to reach compliance; may not sell retainer stock until guidelines met; must hold at least 50% of required ownership until six months post-service .
- Hedging and pledging of Company securities prohibited for directors; any legacy pledges require unwinding within specified periods unless exempted by Nominating Committee; no exemptions disclosed for Sani .
- Related-party transactions: Nominating Committee must approve; Regulation O governs insider loans; Bank reports loans to insiders made on market terms and within normal risk; services on customary terms deemed preapproved .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 110,000 | Standard annual director cash retainer $90,000; committee chairs receive additional $20,000; Independent Lead Director $50,000; Sani’s cash total is consistent with base + chair role |
- Standard director cash compensation framework: $90,000 annual retainer; $20,000 annual retainer for each Audit/Comp/Nominating/Risk Committee chair; Independent Lead Director $50,000 .
Performance Compensation
| Component | 2024 Amount ($) | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | 85,000 | Granted under 2023 ICP; RSUs determined using closing price prior to grant; vest on earlier of next annual meeting or first anniversary; accelerated vesting on CIC, death/disability, retirement at age 65 with five years; no acceleration on resignation | None disclosed for directors; RSUs are time-based (no TSR/GITBV metrics for director awards) |
| Deferred cash dividends on RSUs | 3,624 | Dividends on unvested RSUs accrued as deferred cash | N/A |
- Annual limit on director compensation: total equity award value + cash fees capped at $500,000 under 2023 ICP .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| — | — | — | No current public company boards disclosed; no interlocks with competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Legal and regulatory expertise (real estate, tax, land use, labor) and 35+ years of commercial real estate operating experience in Valley’s markets .
- Governance qualifications: independent director; Nominating Committee chair; member of Compensation Committee; aligns with Board’s emphasis on director qualifications, independence, and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Detail |
|---|---|---|---|
| Suresh L. Sani | 109,961 | 0.02% | Includes 5,705 shares in Keogh Plan; 5,705 shares in trusts for children; 44,390 shares in pension trusts as co-trustee |
- Ownership guidelines: 4x annual cash retainer; must retain at least 50% of required ownership until six months after termination of service; may not sell retainer shares until guidelines met .
Insider Trades
| Date | Filing | Security | Action | Notes |
|---|---|---|---|---|
| May 22, 2023 | Form 4 | Series A Non-Cumulative Perpetual Preferred Stock | Purchase | Form 4 indicates purchase of nonconvertible preferred stock; price reported is weighted average |
| Mar 14, 2023 | Form 4 | Valley National Bancorp securities | Transaction filed | Filing recorded at EDGAR; details available via SEC archive |
| May 21, 2025 (period 05/20/2025) | Form 4 | Valley National Bancorp securities | Statement of changes filed | EDGAR index for Form 4 submission (file no. 001-11277) |
Governance Assessment
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Strengths:
- Independence and long tenure support Board continuity and domain expertise in Valley’s core markets .
- Active governance roles: Chair of Nominating Committee (oversees director selection, governance guidelines, related-party transactions, ESG) and member of Compensation Committee; both committees are 100% independent, bolstering investor confidence .
- Alignment mechanisms: annual RSUs to directors, enhanced ownership guidelines (4x retainer), and strict hedging/pledging prohibitions (no exemptions disclosed for Sani) .
- Attendance: Board reports adequate attendance (≥75%) and full Annual Meeting participation in 2024; policy requires ≥85% to sustain nomination eligibility .
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Potential conflicts/monitoring:
- Personal banking relationships (commercial mortgage and deposit accounts) disclosed; insider loans subject to Regulation O, and services on market terms are deemed preapproved—no material related-party transactions disclosed for Sani. Monitor for any future transactions between First Pioneer entities and Valley that would trigger related-party review .
- As President of a commercial real estate company operating in Valley’s lending markets, continued oversight by the Nominating Committee on related-party exposure mitigates risk; no adverse findings disclosed .
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Compensation structure quality:
- Director pay balanced with cash ($110,000 in 2024) and time-based RSUs ($85,000), with an overall cap under the 2023 ICP. No options granted in 2024; vesting terms and retention requirements support alignment without encouraging undue risk .
RED FLAGS: None disclosed specific to Sani. No hedging/pledging exemptions, no related-party transactions requiring special disclosure beyond customary banking relationships governed by Regulation O .