VALLEY NATIONAL BANCORP
COMPENSATION AND HUMAN RESOURCES
The Committee is appointed by the Board to
discharge the Board’s responsibilities relating to compensation of the
Company’s directors and officers. The Committee has overall responsibility
for approving and evaluating the director and officer compensation plans,
policies and programs of the Company.
The Committee is also responsible for producing an
annual report on executive compensation for inclusion in the Company’s
The Committee shall consist of no fewer than three
members. The members of the Committee shall meet the independence
requirements of the New York Stock Exchange.
The members of the Committee shall be appointed by
the Board on the recommendation of the Nominating & Governance
Committee which shall also designate one person as chairman. Committee
members may be replaced by the Board.
Authority and Responsibilities
1. The Committee shall have the sole authority to
retain and terminate any compensation consultant to be used to assist in
the evaluation of director, CEO or senior executive compensation and shall
have sole authority to approve the consultant’s fees and other retention terms.
The Committee shall also have authority to obtain advice and assistance
from internal or external legal, accounting or other advisors.
2. The Committee shall annually review and approve
corporate goals and objectives relevant to CEO compensation, evaluate the
CEO’s performance in light of those goals and objectives, and determine and
approve the CEO’s compensation levels based on this evaluation. In
determining the long-term incentive component of CEO compensation, the
Committee will consider the Company’s performance and relative shareholder
return, the value of similar incentive awards to CEOs at comparable
companies, and the awards given to the CEO in past years.
3. Establish and administer the Company’s incentive
compensation program for key executive and management employees, to include:
a. After reviewing the recommendations of the CEO,
determine the participants in the Company’s incentive compensation plan for
key executive and management employees, target bonus levels and forms of
incentive compensation payments under the Company’s plan.
b. After reviewing operating results and individual
performance and the recommendations of the CEO, make incentive compensation
payments and awards under the Company’s plan.
c. After reviewing the recommendations of the CEO,
grant stock options under the Stock Option Plan of the Company and set
procedures for administering the stock option plan.
4. In conjunction with the CEO, review the
executive organization of the Company and oversee the succession planning
process, including the development of personnel to fill key executive and
management positions and the implementation of succession planning for
senior executive and management positions.
5. Review and approve employee benefits plans,
including group health and other insurance plans, profit sharing and
pension plans, and other employee benefit plans.
6. Review and approve executive perquisite programs.
7. In connection with any proposed acquisitions,
review and approve compensation and benefit arrangements for Directors and
senior executives of the acquired company.
8. Review and recommend to the Board for approval
the compensation arrangements of non-employee members of the Board.
9. The Committee may, when appropriate, delegate authority
to one or more members or to one or more subcommittees established by the
The operating procedures for the Committee with
respect to meetings, notice of meetings, quorums and records shall be the
same as stipulated for the Board of Directors set forth in the Company’s
At each of the Board of Directors’ regular
meetings, the Committee shall report to the Board all actions the Committee
has taken since the Board’s most recent prior meeting.
The Compensation and Human Resources Committee
shall annually review the Committee’s own performance.