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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 3, 2025

 

 

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   1-11277   22-2477875

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

One Penn Plaza, New York, New York   10119
(Address of Principal Executive Offices)   (Zip Code)

(973) 305-8800

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, no par value   VLY   The Nasdaq Stock Market
Non-Cumulative Perpetual Preferred Stock, Series A, no par value   VLYPP   The Nasdaq Stock Market
Non-Cumulative Perpetual Preferred Stock, Series B, no par value   VLYPO   The Nasdaq Stock Market
Non-Cumulative Perpetual Preferred Stock, Series C, no par value   VLYPN   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Senior Executive Vice President, President of Commercial Banking and Appointment of Successor. On March 3, 2025, Valley National Bancorp (the “Company”) announced that Joseph V. Chillura, Senior Executive Vice President, President of Commercial Banking, will transition out of the President of Commercial Banking role effective March 31, 2025 and will separate from service with the Company effective as of June 30, 2025. Mr. Chillura will remain with the Company through such date as a non-executive employee to facilitate an orderly transition to his successor. Mr. Chillura’s separation from service is not due to any disagreement between Mr. Chillura and the Company, the Board of Directors, or management.

On March 3, 2025, the Company also announced the appointment of Gino Martocci as the Company’s new Senior Executive Vice President, President of Commercial Banking effective March 31, 2025. Mr. Martocci brings over 30 years of experience in the banking industry and most recently served as Head of Commercial and Commercial Real Estate Banking at M&T Bank Corporation, managing all aspects of the bank’s commercial banking business.

Appointment of Chief Financial Officer. As previously reported on October 30, 2024, Travis Lan was appointed interim Chief Financial Officer of the Company effective November 30, 2024. On March 3, 2025, the Company announced that Mr. Lan has been appointed as Senior Executive Vice President, Chief Financial Officer effective immediately.

Mr. Lan, 40, joined the Company in February 2020 as Senior Vice President, Head of Corporate Finance & M&A and, on January 1, 2024, was appointed as Executive Vice President and Deputy Chief Financial Officer. Prior to joining the Company, Mr. Lan served as a Director in the Investment Banking Department of Keefe, Bruyette & Woods, Inc. (“KBW”) from June 2016 to February 2020. Prior to his transition to investment banking in 2016, Mr. Lan spent ten years as an equity research analyst covering community and regional banks for KBW, Stifel Nicolaus, and Ryan Beck & Co.

Mr. Lan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Lan and any other person pursuant to which Mr. Lan was selected as Chief Financial Officer.

In connection with his appointment as Senior Executive Vice President, Chief Financial Officer, Mr. Lan’s base salary was increased by 25%, his target bonus opportunity was increased by 50%, and his target long-term incentive award was increased by 76%.

Appointment of Chief Operating Officer. On March 3, 2025, the Company announced that Russell Barrett has been appointed as Senior Executive Vice President, Chief Operating Officer effective immediately. Mr. Barrett joined the Company in 2021 as Chief Transformation Officer and was promoted to the position of Senior Executive Vice President, Chief Operations Officer in January 2024. Prior to joining the Company, Mr. Barrett had served as Chief Information Officer at Bank Leumi USA since 2020 and as a Managing Director at BNP Paribas from 2013 to 2020.

Mr. Barrett has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Barrett and any other person pursuant to which Mr. Barrett was selected as Chief Operating Officer.

 

1


Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
 No. 

  

Description

99.1    Press release of Valley National Bancorp, dated March 3, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 3, 2025   VALLEY NATIONAL BANCORP

 

    By:  

/s/ Gary G. Michael

 

   

 

  Gary G. Michael

 

   

 

  Executive Vice President, General Counsel & Corporate Secretary

Exhibit 99.1

Valley National Bank Announces New

Commercial Banking President and Chief Financial Officer

New York, NY – March 3, 2025 – Valley National Bancorp (NASDAQ:VLY), the holding company for Valley National Bank, announced today the appointment of Gino Martocci as Senior Executive Vice President, President of Commercial Banking and Travis Lan as Senior Executive Vice President, Chief Financial Officer (CFO). These strategic appointments reflect the bank’s commitment to strengthening its leadership team and executing on its strategic priorities.

New President of Commercial Banking

Gino Martocci brings with him a wealth of commercial banking experience and a proven track record of driving profitable growth through building and managing highly successful banking organizations. With over 30 years in the industry, he has demonstrated exceptional leadership and a deep understanding of market dynamics. Before joining Valley, Mr. Martocci served as Head of Commercial and Commercial Real Estate Banking for M&T Bank, where he managed all aspects of the bank’s commercial banking businesses. Outside of M&T, he has also served as a member of the Apple Bank Board of Directors, Member-Investment Committee National Real Estate Advisors, and the LFPI Advisory Committee.

In his new role, Mr. Martocci will oversee Valley’s enterprise-wide commercial banking operations, including client relationship management, talent identification and leadership, and the execution of strategic initiatives aimed at expanding Valley’s market presence across its entire national footprint.

“We are thrilled to welcome Gino to our senior leadership team,” commented Ira Robbins, CEO of Valley Bank. “His extensive experience, industry expertise, and proven track record are in direct alignment with the long-term vision we have for our commercial bank. I am confident that under his leadership, we are well-positioned to strengthen, optimize, and grow our commercial banking business.”

“I am eager to get started and build on all the momentum Ira and his team have created at Valley,” remarked Mr. Martocci. “What excites me the most are the people who are leading the way forward. Their passion, expertise and commitment to relationship banking have earned Valley recognition as one of the nation’s most respected regional banks, as recently highlighted by Newsweek. I am honored to lead this exceptional team and grow the Valley brand across the communities we serve.”


Joe Chillura, Senior Executive Vice President and current President of Commercial Banking for Valley, has announced that he will depart the Bank effective June 30, 2025. Mr. Chillura is committed to a seamless transition and will actively support the alignment of the commercial banking organization under Mr. Martocci.

“I want to thank Joe for the indelible impact he’s had leading and growing our commercial banking organization over the past seven years. Joe has been instrumental in the organic growth that we have achieved in Florida.” Robbins continued. “Over the coming months, Joe will provide critical support as we transition our commercial banking organization to the next phase of its evolution under Gino’s leadership. We are fortunate that we will continue to benefit from Joe’s leadership, experience and market insight.”

New Chief Financial Officer

Travis Lan has been promoted to Senior Executive Vice President, CFO. Since joining Valley in 2020, Mr. Lan has contributed to the bank’s strategic growth and recent balance sheet transformation. Mr. Lan has also been responsible for M&A, investor relations, capital raising, stress testing, budgeting and management reporting. As Interim CFO, he has had further oversight of the bank’s accounting, treasury, tax, and capital markets departments. Mr. Lan joined Valley from the investment banking department of Keefe, Bruyette & Woods where he specialized in M&A and capital advisory for community and regional banks. Prior to transitioning to investment banking in 2016, Lan spent ten years as an equity research analyst covering community and regional banks for Keefe, Bruyette & Woods, Stifel Nicolaus, and Ryan Beck & Co.

As CFO, Mr. Lan will be responsible for overseeing the bank’s key finance and capital markets areas and will work closely with the Board and executive leadership team to define and execute the bank’s strategic initiatives. He will oversee all aspects of financial reporting, accounting, taxation, corporate treasury, balance sheet management, and investor relations.

“We are thrilled to recognize the impact Travis has had on our organization by promoting him to CFO,” commented Robbins. “His understanding of our company and culture, expertise in financial management and strategic vision will be critical in guiding our financial decisions and supporting our long-term vision for the future of Valley. I look forward to Travis’ continued impact on the evolution of our organization.”

“I’m incredibly honored to step into the CFO role at Valley, a company I have worked closely with in various capacities throughout my career,” remarked Mr. Lan. “I am eager to continue working alongside our talented senior leadership team as we achieve our strategic initiatives and create lasting value for our communities, associates, customers and shareholders.”


About Valley National Bank

As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with over $62 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations and commercial banking offices across New Jersey, New York, Florida, Alabama, California and Illinois, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to www.valley.com or call our Customer Care Center at 800-522-4100.

###

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