Valley National Bancorp (VLY) Earnings Call Transcript & Summary

Hello, and welcome to Valley National Bancorp's 2021 Annual Shareholders Meeting. At this time, I would like to turn the conference over to Ira Robbins, Chairman of the Board of Directors and President and CEO of Valley National Bancorp.

Good afternoon, and thank you for joining us today. On behalf of the entire Board, our officers and associates, I would like to thank you for attending our Annual Meeting of Shareholders. As with last year's meeting, due to continued COVID-19 pandemic, we are holding this meeting virtually. Today's meeting marks our second consecutive Virtual Annual Shareholders Meeting. I believe last year's meeting went well and allowed more shareholders to attend than would attend in an in-person meeting. I expect this year, we'll have the same larger audience. Our directors and named executive officers as well as our accountants from KPMG are joining us today and are able to participate via conference line. I'm confident many of our officers and associates are listening to this annual meeting as well. As is our custom, we will conduct the formal business portion of our meeting first and answer questions not related to the formal business of the meeting at the end. We will do our very best to answer every question submitted during the meeting. Appropriate questions that are not answered or covered by answers to other questions will be posted on our Investor Relations website with answers after this meeting and remain posted for 2 weeks. Shareholders may ask questions when they are logged in by following the instructions on their screen. Before submitting questions, we ask you to carefully review our rules of conduct. We will review the questions we receive to see if any relates specifically to the matters to be voted on and seek to answer those before the voting commences. Today's agenda is displayed on a slide located on the right side of your screen. You also have available below the agenda on your screen access to our proxy statement and annual report to shareholders, and as required by law, a list of Valley shareholders as a record date of the annual meeting. At today's meeting, I will briefly introduce the members of our Board of Directors and our senior executive officers. After that, I will conduct the formal portion of our annual meeting. After the formal meeting, I will provide a brief review of our progress in 2020. At the conclusion of my presentation, we will open the floor for shareholder questions. Please note that I cannot answer questions regarding our results of operations for the first quarter of 2021 as they have not been publicly released at this time. I would now like to introduce our Board of Directors, all of whom are attending today's meeting via conference line. Biographic information for each director is in the proxy statement, so I will not repeat that. In addition to myself, our directors up for election today are Andy Abramson, Peter Baum, Eric Edelstein, Marc Lenner, Peter Maio, Suresh Sani, Lisa Schultz, Jennifer Steans, Jeffrey Wilks and Dr. Sidney Williams. While they are not standing for reelection today, I would like to thank our directors, Graham Jones and Kevin Lynch, for their service on the Board. We appreciate their insight and advice. Our named executive officers are also attending today's meeting via conference line. Our named executive officers on the line include Tom Iadanza. Mike Hagedorn, Bob Bardusch and Ron Janis. We also have on the conference line representatives from KPMG, our independent registered public accounting firm, including our engagement partner, Christie Shea. With that, I call our 2021 Annual Meeting to order. I will now conduct the formal portion of today's meeting. A notice of meeting and proxy statement, together with our 2020 annual report, was mailed or made available to our shareholders of record as of February 22, 2021. I ask that the affidavit of mailing be annexed to the minutes of this meeting. I am pleased to announce that the inspectors of election have informed me that there are present by proxy a sufficient number of the shares of common stock of the company to constitute a quorum. At this time, any shareholders that are logged in who have not voted already or wish to change their vote may do so now by clicking the Vote Here button on your screen. While we allow time for shareholders who haven't already done so to complete their voting, I'd like to remind you that some of the statements made at this meeting may be considered forward-looking. The company cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements and other information contained in the company's filings with the SEC, including our 2020 annual report on Form 10-K. These documents identify certain factors that could cause actual results to differ materially from those projected in any forward-looking statement made during this meeting. I will now report the preliminary results of the voting as reported to me by the inspectors of election. There are 5 proposals presented at this meeting, all of which were described in detail in the proxy statement furnished to shareholders. Proposal 1, election of directors. The first item of business is the election of directors. The nominees were introduced earlier in this meeting. I am pleased to report that each of the directors standing for election at today's annual meeting, received at least 90% of the shares voted at this meeting, were voted in favor of each nominee. Consequently, these nominees have been reelected. Proposal 2, advisory vote on executive compensation. The second item of business relates to the advisory vote on the company's executive compensation. More than 97% of the shares voted at this meeting on this proposal were voted in favor of this proposal. Consequently, the proposal is approved. Proposal #3 relates to the ratification of the appointment of KPMG LLP to serve as the independent registered public accountants for the company for 2021. The number of shares voted in favor of the proposal is an overwhelming majority. Consequently, the proposal has been approved. The fourth proposal asked our shareholders to approve the company's 2021 incentive compensation plan. More than 90% of the shares voted on this proposal were voted in favor of the plan. Consequently, the plan has received the approval of shareholders. The fifth and final proposal is a shareholder proposal that asks us to adopt a policy and amend our governing documents to require our Chairman of the Board to be independent. The shareholder vote is being proposed today by Dr. -- by Mr. John Chevedden. Before the voting is closed, I would like to give Mr. Chevedden an opportunity to present the proposal. Mr. Chevedden will have 3 minutes to present the proposal. Mr. Chevedden is on the phone now. Mr. Chevedden, we ask you to present your proposal with the allotted time. Thank you.

This is John Shave. Can you hear me okay?

Yes, sir.

This is Proposal 5, independent Board Chairman. Shareholders request that our Board of Directors amend our governing documents to require that the Chairman of the Board be an independent member of the Board whenever possible. Support for proposals to appoint an independent Board Chairman received 17% higher support at U.S. companies in 2020. Since management performance setbacks often result in greater support for this proposal topic, the mere submission of this proposal may have been an incentive for the CEO to perform better leading up to this 2021 Annual Meeting. Giving the Chairman job to the CEO can simply be an ego trip for the CEO. The CEO can then think that his vision for the company is invincible, and this could blind the CEO to emerging problems. It is more important to have an independent Board Chairman since shareholders do not have the feedback to management safeguards of the right to act by written consent other than unanimous written consent, and it takes 35% of the shares that normally vote at the annual meeting to call for a special shareholder meeting. Clearly, our Chairman needs to focus on increasing the stock price, which had been lagging during a robust stock market, by enhancing the underlying core value of Valley National Bancorp. It is also important to have an independent Board Chairman to help make up for the devaluation of shareholder meetings with a widespread substitution of online shareholder meetings using the pandemic as an excuse. With tightly controlled online shareholder meetings, everything is optional. For instance, management reporting on the status of the company is optional. Also, answers to questions are optional even if management asks for questions to be typed on a computer screen. And Valley National Bancorp management had the arrogance to think that an acceptable answer to a shareholder question during an online meeting is to give tedious directions on how a shareholder can research the answer. Goodyear management even hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 Shareholder Meeting to put a lid on constructive criticism. Plus AT&T management would not even allow the performance of shareholder proposal to read the proposals by telephone at the 2020 AT&T Online Annual Meeting. Online shareholder meetings also give management a blank check to make false statements. For instance, management that scores a 2020 online annual meeting falsely stated that there were no more shareholder questions. Shareholders who are not physically present were powerless to point out that their questions were not answered. Please vote yes, independent Board Chairman, Proposal 5, to help make up for the phaseout of in-person shareholder meetings.

Thank you, Mr. Chevedden. I will pause briefly to receive any update from the inspectors. At this point, I declare that the voting is now closed. I am now able to report that more than 80% of the shares voted at this meeting on the shareholder proposal were voted against the proposal. Consequently, the shareholder proposal is not approved by our shareholders. The results I have announced are preliminary. The final tabulation of these votes will appear in our Form 8-K to be filed with the Securities and Exchange Commission this week. This concludes the formal portion of our 2021 Annual Shareholders Meeting. I adjourn the meeting. The list of shareholders is no longer accessible. I want to take a moment to reflect on the past year and give you my perspective on how I think Valley fits into the evolving world around us. The challenges of 2020 have been well documented. Our nation faced significant economic uncertainty related to a global pandemic, widespread political division and the continued challenges of social and racial injustice. These issues impact each of us in different ways. For Valley, 2020 was a defining year as we lived up to our purpose and demonstrated the positive impact that we can have on our associates, customers and communities. As the COVID-19 pandemic emerged, we quickly responded with protocols to ensure that safety of our more than 3,100 employees. We initiated deep cleaning procedures at our branches and leveraged our flexible technology infrastructure to enable more than 90% of our nonbranch staff to work remote. Our digital and mobile technology offerings were also met, changing customer needs to -- for remote financial access during the crisis. We also deferred $450 million of mortgage loans and over $100 million of auto loans to support our challenged retail clients. Finally, we stepped up as an extremely active participant in the SBA's Paycheck Protection Program. In the first 2 rounds of PPP, we originated over $2.3 billion of loans to borrowers in our communities. We are extremely proud that over 30% of those loans were made to female and minority-owned businesses. During 2020, we continue to promote social and economic justice. We emphasized inclusion among our associates and communities by expanding our diversity, equity and inclusion initiatives and partnering with justice-focused organizations in our communities. Our communities remain at the heart of what we do. Our employees volunteered almost 7,000 hours of their time. And as an organization, we gave nearly $4 million to local charities. We have also developed a new community lending group that will focus on serving the unique needs of under-representative firms across all of our communities. We are proud to have received an Outstanding Community Reinvestment Act rating from the OCC. In 2020, we established an ESG Council to further develop our approach to environment, social and governance issues. This council will guide us to consider these diverse and important issues as we pursue our long-term strategic initiatives. For more details on these efforts and our recent successes, I urge you to view our 2020 corporate social responsibility report on our website. We endeavor to be a strong corporate citizen, and I could not be more proud of the important role that Valley played for our associates, customers and communities in 2020. Our organization is constantly evolving to meet the changing needs of our diverse constituents. We are extremely excited about what the future holds for Valley. I would now like to introduce our CFO, Mike Hagedorn, with the remarks highlighting our 2020 financial results.

Thanks, Ira. Despite the challenges of the COVID-19 pandemic, Valley's 2020 financial performance was extremely strong. While our annual report documents our recent financial success, I did want to highlight a few areas that we are particularly proud of. First, Valley generated total revenue of $1.3 billion and net income of $391 million. Both represent record levels for Valley. Our bottom line earnings were achieved despite a $100 million increase in our loan loss provision as compared to 2019. In 2020, we executed on our strategic priorities and became a more efficient and profitable organization. While the operating environment continues to present new challenges, we continue to remain focused on improving our performance over time. Our enhanced earnings power has contributed to strong growth in our capital ratios. As of December 31, our total risk-based capital ratio was 12.6%, up from 11.7% at the end of 2019. Our tangible common equity ratio was flat at 7.5%. However, when adjusting for the $2.2 billion of PPP loans on our balance sheet at the end of the year, our tangible common equity ratio was closer to 7.9%. But more importantly, tangible book value increased approximately 8% in 2020. We continue to generate a meaningful amount of organic capital and remain well capitalized. Most importantly, our capital position will enable us to execute on our future strategic and growth initiatives. We also improved our balance sheet positioning in a few key areas during the year. Total deposits grew over 9%, reflecting both Valley-specific efforts and an industry-wide liquidity increase. The mix of our deposit growth is important as noninterest-bearing deposits increased 37% as compared to a 31% decline in time deposits. By the end of 2020, noninterest deposits comprised 29% of our total, up from 23% at the end of 2019. Uncertainty related to the COVID-19 pandemic led to meaningful reserve increases across the industry, and we were no exception. Valley's allowance for credit losses now represents 1.09% of gross loans, up from 0.55% at the end of 2019. While we have brought our reserve coverage closer to peer levels, we remain extremely confident in our conservative credit underwriting. Valley's credit strength has long been a distinguishing characteristic of our organization. We strive to continue to outperform the industry on credit loss experience in any economic environment. So in summary, we are very proud of the financial success that we achieved for our associates, communities and shareholders in 2020. While the operating environment remains challenging, we are well positioned to achieve further financial success in 2021 and beyond. With that, Ira, I'll turn the call back to you.

Thanks, Mike. Now I will [indiscernible] the floor for questions. We expect to allow up to 40 minutes to answer questions during the Q&A portion of the annual meeting. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to 2 questions. It will help us if questions are succinct and cover only 1 topic per question. The first question we have is...

Thanks, Ira. The first question we have is from [ Mark Zachin ]. And the question is, how many new business customers has Valley gained from the Paycheck Protection Program?

[ Mark ], thank you for your question. As I mentioned during my prepared remarks, Valley was very active during the PPP program, originating loans for over 13,000 customers. Many of those customers were new to the bank and represented our efforts to expand our outreach to customers that we had intended to target for expanding our business relationship. In addition, Valley recognized the significant need within the community and focused many of -- much of our efforts on providing a PPP opportunity to those that don't necessarily have a formal banking relationship, and we did our best to serve the markets within all of our communities. We did add a significant amount of new customers to the organization, and we continue to focus on those customers to expand the overall relationship. Thank you for your question.

Thanks, Ira. There are no more questions at the moment. So maybe we'll just pause for a couple of seconds to see if any others come in. We do have a follow-up question from [ Mark Zachin ] related to business checking accounts. So how many quality business checking accounts did we open as compared to accounts closed, I suppose, in 2019 -- excuse me, in 2020? So maybe you think about that again in terms of PPP.

Thank you again, [ Mark ], for the follow-up question. We definitely expanded our overall reach when it comes to the business customers, expanding to many of the minority-owned businesses within our communities as well. On a net basis, we were positive on business checking accounts opened during the year versus those accounts closed.

Thanks, Ira. There are no more questions in the queue.

Thank you, Travis, and thank you for those that asked questions. So the meeting is now adjourned. I thank you all for attending our Annual Meeting of Shareholders. Have a nice day.