Stock-Based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock–Based Compensation

Valley maintains an incentive compensation plan to provide additional long-term incentives to officers, employees and non- employee directors whose contributions are essential to the continued growth and success of Valley. Under the plan, Valley may issue awards in amounts up to 14.5 million, subject to certain adjustments. As of March 31, 2025, 6.9 million shares of common stock were available for issuance under the plan.

RSUs are awarded as performance-based RSUs and time-based RSUs. Performance-based RSUs vest based on (i) growth in tangible book value per share plus dividends and (ii) total shareholder return as compared to our peer group. The performance based RSUs “cliff” vest after three years based on the cumulative performance of Valley during that time period. Generally, time-based RSUs vest ratably in one-third increments each year over a three-year vesting period. The RSUs earn dividend equivalents (equal to cash dividends paid on Valley's common shares) over the applicable performance or service period. Dividend equivalents, per the terms of the agreements, are accumulated and paid to the grantee at the vesting date or forfeited if the applicable performance or service conditions are not met.

The table below summarizes RSU awards granted and average grant date fair values for the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31,
	2025		2024
	(in thousands, except per share data)
Award shares granted:
Performance-based RSUs	649		958
Time-based RSUs	2,506		2,794
Average grant date fair value per share:
Performance-based RSUs	$	11.06	$	7.88
Time-based RSUs	$	9.96	$	8.51

Stock award fair values are expensed over the shorter of the vesting or required service period. Valley recorded total stock-based compensation expense of approximately $6.8 million and $8.1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the unrecognized amortization expense for all stock-based employee compensation totaled approximately $51.7 million. This expense will be recognized over an average remaining vesting period of approximately 2.4 years. See Note 12 in Valley’s Annual Report for additional information on the stock-based compensation awards.