Do VLMs Need Vision Transformers? Evaluating State Space Models as Vision Encoders

Vision-language models (VLMs) are increasingly used in multi-image, multi-turn agentic settings where decisions depend on visual changes. However, in existing open-weight VLMs, visual comparisons happen only inside the language model, while the visual encoder itself remains stateless: each image is encoded independently, without access to the prior visual context. As a result, small but task-critical changes may be attenuated before the language model has a chance to compare them, especially when those changes do not affect the high-level semantics of the scene. We introduce a Stateful Visual Encoder, which conditions each visual representation on prior visual features. Under supervised finetuning, VLMs equipped with stateful encoders achieve consistent improvements on controlled tasks involving cross-image spatial aggregation, multi-object visual differencing, and visual trajectory behavior cloning. These improvements are consistent across input resolutions, language model sizes, and VLM backbones. Finally, we validate our model on real-world tasks, including longitudinal radiology, fine-grained image comparison, and remote sensing, where stateful encoders consistently improve generalist VLM baselines and can match or surpass specialized models in selected domains. Project page: https://statefulvisualencoders.github.io/

Vision-Language Models (VLMs) have rapidly advanced by leveraging powerful pre-trained Large Language Models (LLMs) as core reasoning backbones. As new and more capable LLMs emerge with improved reasoning, instruction-following, and generalization, there is a pressing need to efficiently update existing VLMs to incorporate these advancements. However, the integration of new LLMs into VLMs, particularly how the evolving LLMs contribute to multimodal reasoning, alignment, and task-specific performance remains underexplored. Addressing this gap is important for VLM development, given the rapid evolution of pretrained LLM backbones. This study presents a controlled and systematic investigation of how changes in the pretrained LLM backbone affect downstream VLM task performance. By having the vision encoder, training data, and post-training algorithm remain same across LLAMA-1, LLAMA-2, and LLAMA-3 based VLMs, we find that newer LLM backbones do not always lead to better VLMs, but the performance depends on the downstream VLM task. For example, in visual question and answering tasks, newer LLM backbones tend to solve different questions rather than just more questions, and our analysis shows this is driven by differences in how the models process information, including better calibrated confidence and more stable internal representations. We also find that some VLM capabilities appear only in the newest LLM generation, while tasks that depend mainly on visual understanding see little benefit from a newer LLM backbone.

Embedding-level scaling expands the capacity of language models through lookup-based memory rather than by increasing model depth, width, or dense computation. Extending this idea to vision-language models (VLMs) is challenging because visual features are continuous, spatially structured, and query-dependent, unlike discrete text tokens that naturally support n-gram lookup. We introduce V-LUMEN, a visual lookup memory for VLMs. V-LUMEN discretizes visual features with a frozen codebook, builds spatially aware memory keys through spatial aggregation-based hashing, and modulates them with text-conditioned relevance signals; all addressing is non-parametric, and the retrieved embeddings are fused into the backbone through a gated residual pathway. On five reasoning-intensive benchmarks, V-LUMEN substantially improves a frozen Qwen3-VL-2B backbone and transfers zero-shot to three benchmarks whose images are disjoint from the training data. At a matched parameter budget, moving part of a LoRA or MoE adapter's capacity into V-LUMEN preserves accuracy on two backbones, indicating that external visual memory is an independent capacity axis rather than a stronger adaptation method. Because lookup cost is constant in table size and incurred only once at prefill, this capacity grows in storage rather than in per-token compute. Code is available at https://github.com/miso-choi/V-Lumen.