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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 34 added, 36 removed, 226 unchanged (24% of the section changed)

24 unchanged sentences

As of December 31, 2022, management assessed the effectiveness of Valley’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Management’s assessment included an evaluation of the design of Valley’s internal control over financial reporting and testing of the operating

2021 Form 10-K 148

effectiveness of its internal control over financial reporting.

Management’s assessment included an evaluation of the design of Valley’s internal control over financial reporting and testing of the operating effectiveness of its internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee.

2022 Form 10-K

Based on this assessment, management determined that, as of December 31, 2022, Valley’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

3 unchanged sentences

Changes in Internal Control over Financial Reporting

On July 1, 2021, Valley completed the implementation of its SAP S/4HANA general ledger and enterprise resource planning system.

The new system was subject to various testing and review procedures before, during and after implementation.

As a result of this implementation, Valley has experienced certain changes to its processes and procedures which in turn, resulted in changes to its internal control over financial reporting.

Valley’s CEO and CFO have concluded that except for those changes there were no changes in Valley’s internal control over financial reporting in the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

We have not experienced any material impact to Valley’s internal controls over financial reporting due to the fact that most of Valley’s employees responsible for financial reporting have largely worked remotely during the COVID-19 pandemic.

Valley is continually monitoring and assessing the impact of the COVID-19 pandemic on Valley’s internal controls over financial reporting to minimize the impact to their design and operating effectiveness.

There have been no changes in Valley’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, Valley’s internal control over financial reporting.

2022 Form 10-K

69 unchanged sentences

(Item 601(b)(4)(iii)(A)), incorporated herein by reference to Exhibit 4G to the Registrant's Form 10-K Annual Report filed on February 28, 2017.

Description of Valley Securities, incorporated herein by reference to Exhibit 4F to the Registrant's Form 10-K Annual Report filed on March 10, 2020.

Description of Valley Securities*

Indenture, dated as of June 5, 2020, between Valley and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on June 5, 2020.

3 unchanged sentences

First Supplemental Indenture, dated as of May 28, 2021, between Valley and U.

Bank, N.A., as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on May 28, 2021.

(Valley 3.00% sub debt due June 15, 2031).

Bank, N.A., as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on May 28, 2021 (Valley 3.00% sub debt due June 15, 2031).

Second Supplemental Indenture, dated as of September 20, 2022, between Valley and U.S.

Bank Trust Company, National Association, as Trustee, including the form of Notes attached thereto, incorporated by reference to Exhibit 4.2 to the Registrant's Form 8-K Current Report filed on September 20, 2022 (Valley 6.25% sub debt due September 30, 2022).

2022 Form 10-K

(10) Material Contracts:

Form of Amended and Restated Change in Control Agreement applicable to Executive Vice Presidents of Valley National Bank and Valley, incorporated herein by reference to Exhibit 10.E to the Registrant’s Form 10-Q Quarterly Report filed on August 9, 2011 (No.

Continues until December 31,2022 for Bernadette M.

The Valley National Bancorp Benefit Equalization Plan, as Amended and Restated, incorporated herein by reference to Exhibit 10 to the Registrant’s Form 10-Q Quarterly Report filed on November 6, 2015.+

Form of Participant Agreement for the Benefit Equalization Plan, incorporated herein by reference to Exhibit 10.J to the Registrant's Form 10-K Annual Report for the year ended December 31, 2011 (No.

Form of Valley National Bancorp Agreement for Performance Based Restricted Stock Unit Award, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report filed on May 2, 2016 (in use prior to 2019).+

Form of Valley National Bancorp Restricted Stock Award Agreement, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q Quarterly Report filed on May 8, 2017 (in use prior to 2019).+

Valley National Bancorp Deferred Compensation Plan, dated as of January 1, 2017, incorporated herein by reference to Exhibit 10.S to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016.+

Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Ira Robbins, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K Current Report filed on September 27, 2016.+

Amended and Restated Change in Control Agreement, dated as of September 21, 2016, among Valley National Bank, Valley and Ira Robbins, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K Current Report filed on September 27, 2016 (applicable until December 31, 2022).+

Severance Letter Agreement, dated as of September 21, 2016, between Valley National Bank, Valley and Thomas A.

Iadanza, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K Current Report filed on September 27, 2 016.+

Amended and Restated Change in Control Agreement, dated as of September 21, 2016, among Valley National Bank, Valley and Thomas A.

Iadanza, incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 8-K Current Report filed on September 27, 2016 (applicable until December 31, 2022).

Severance Letter Agreement, dated as of January 3, 2017, between Valley, Valley National Bank and Ronald H.

Janis, incorporated herein by reference to Exhibit 10.DD to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016.+

Change in Control Agreement, dated as of January 3, 2017, between Valley, Valley National Bank and Ronald H.

Janis, incorporated herein by reference to Exhibit 10.EE to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2016 (applicable until December 31, 2022).+

Consu lting Agreement, dated as o f May 1, 2022, by and between Valley National Bancorp and A lrem LLC, incorporated herein by reference to Exhibit 10.1 to the Regis t rant 's Form 10-Q Quarterly Report filed on August 9, 2022 .

Bank Leumi Le-Israel Corporation 2018 Stock Option Plan, inc orporated herein by reference to Exhibit 4.1 to the Registrant's Form S-8 Re gistration S tatement filed on Apri l 1 , 2022.+

Restricted Stock Unit Agreement, effective as of January 6, 2022, between Bank Leumi Le-Israel Corporation and Avner Mendelson, incorporated herein by reference to Exhibit 4.2 to the Registrant's Form S-8 Registration Statement filed April 1, 2022.+

USAmeriBancorp, Inc.

4 unchanged sentences

Form of Change in Control Agreement for Senior Executive Vice President, dated January 16, 2019, incorporated herein by reference to Exhibit DD to the Registrant's Form 10-K filed on February 28, 2019.

Form of Agreement to Reduce Change in Control Severance, effective January 1, 2023 (applicable to Ira Robbins, Thomas A.

Iadanza, Ronald H.

Janis and Bernadette M.

Mueller), incorporated herein by reference to Exhibit EE to the Registrant's Form 10-K filed on February 28, 2019.

Form of Agreement to Reduce Change in Control Severance, effective January 1, 2023 (applicable to Ira Robbins and Thomas A.

Iadanza ), incorporated herein by reference to Exhibit EE to the Registrant's Form 10-K filed on February 28, 2019.

Form of Change in Control Agreement for President and Chief Executive Officer, dated January 16, 2019 and effective January 1, 2023 (applicable to Ira Robbins), incorporated herein by reference to Exhibit FF to the Registrant's Form 10-K filed on February 28, 2019.

2021 Form 10-K 152

Amendment to 2016 Change in Central Severance Plan for First Senior Vice Presidents and Senior Vice Presidents (applicable after January 1, 2020), incorporated herein by reference to Exhibit GG to the Registrant's Form 10-K filed on February 28, 2019.

2019 Change in Control Severance Plan applicable to First Senior Vice Presidents and Senior Vice Presidents, incorporated herein by reference to Exhibit HH to the Registrant's Form 10-K filed on February 28, 2019.

2022 Form 10-K

Form of Change in Control Agreement for Senior Executive Vice President, effective January 1, 2023 (covering Thomas A.

Iadanza and Ronald H.

Janis), incorporated herein by reference to Exhibit II to the Registrant's Form 10-K filed on February 28, 2019.

Iadanza ), incorporated herein by reference to Exhibit II to the Registrant's Form 10-K filed on February 28, 2019.

Valley National Bancorp 2016 Long-Term Stock Incentive Plan, as amended and restated on January 28, 2020 incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 6, 2020.

9 unchanged sentences

Form of Valley National Bancorp Director Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Form 10-Q filed on May 7, 2021.

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan + *

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan.

Form of Valley National Bancorp Time-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan , incorporated herein by ref erence to Exhibit 10.DD to the Registrant's Form 10-K Annual Report filed on February 28, 2022.

Form of Valley National Bancorp Performance-Based Restricted Stock Unit Award Agreement, in connection with Valley National Bancorp 2021 Incentive Compensation Plan , incorporated herein by ref erence to Exhibit 10.EE to the Registrant's Form 10-K Annual Report filed on February 28, 2022 .

Separation Agreement and General Release, dated as of February 16, 2022, between Valley National Bank and Robert Bardusch, incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 10-Q Quarterly Report filed on May 9, 2022.+

Offer letter, dated as of September 23, 2021, between Valley National Bancorp and Raja Dakkuri.

Investor Rights Agreement, dated as of April 1, 2022, between Valley National Bancorp and Bank Leumi Le-Israel B.M., incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on April 1, 2022.

2022 Form 10-K

19 unchanged sentences

Valley Commercial Capital, LLC New Jersey 100%

Valley Securities Holdings, LLC New York 100%

Valley Securities Holdings L.L.C.

New Jersey 100%

VNB New York, LLC New York 100%

DV Community Investment, LLC Delaware 100%

Valley Financial Management, Inc.

New York 100%

1 unchanged sentence

Valley Insurance Services of Florida, LLC Florida 90%

(d) Subsidiaries of Valley Securities Holdings, LLC:

(d) Subsidiaries of Valley Securities Holdings L.L.C.:

New Jersey 100%

13 unchanged sentences

New York 100%

† Excluded from the list are subsidiaries that, if considered in the aggregate, would not constitute a significant subsidiary under SEC rules as of December 31, 2022.

(23) Consent of KPMG LLP.*

8 unchanged sentences

(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

2022 Form 10-K

* Filed herewith.

+ Management contract and compensatory plan or arrangement.

2021 Form 10-K 154

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

20 unchanged sentences

Director February 28, 2023

Director February 28, 2022

R ONEN A GASSI *

Director February 28, 2023

3 unchanged sentences

Director February 28, 2023

A VNER M ENDELSON *

Director February 28, 2023

Avner Mendelson

2022 Form 10-K

1 unchanged sentence

Director February 28, 2023

W ILLIAMS , J R.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures