DEF 14A of Peapack Gladstone Financial Corp, Mar 15, 2024

DEF 14A of Peapack Gladstone Financial Corp

Filed Mar 15, 2024 · FY20230000950170-24-032103

Open on EDGAR

  1. Table of Contents

    | Attending the Meeting | 1 | | Voting Information | 1 | | Corporate Governance | 4 | | Director Compensation | 10 | | Beneficial Ownership of Common Stock | 11 | | Proposal 1 – Election of Directors | 13 | | Proposal 2 – Advisory Vote on Compensation of Named Executive Officers. | 16 | | Proposal 3 – Approval of the Peapack-Gladstone Financial Corporation 2024 Employee Stock Purchase Plan to Replace the Expiring Peapack-Gladstone Financial Corporation 2014 Employee Stock Purchase Plan. | 17 | | Proposal 4 – Ratification of the Appointment of the Independent Registered Public Accounting Firm. | 20 | | Compensation Discussion and Analysis | 22 | | Compensation Committee Report | 35 | | Executive Compensation | 36 | | Delinquent Section 16(a) Reports | 45 | | Transactions with Related Persons | 46 | | Shareholder Proposals | 46 | | Other Matters | 46 | | Appendix - Peapack-Gladstone Financial Corporation 2024 Employee Stock Purchase Plan | A-1 |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee directors of Peapack-Gladstone in 2023. Douglas L. Kennedy, as a full-time employee, was not compensated for his service rendered as a director.

  3. DIRECTOR COMPENSATION

    | | Fees Earned | | | | Name | Cash (1) | Stock Awards (2) | Total | | Carmen M. Bowser | $55,000 | $49,474 | $104,474 | | Patrick M. Campion (3) | 16,800 | - | 16,800 | | Susan A. Cole | 36,700 | 49,474 | 86,174 | | Anthony J. Consi, II | 87,000 | 49,474 | 136,474 | | Richard Daingerfield | 109,000 | 76,998 | 185,998 | | Edward A. Gramigna, Jr. | 96,700 | 71,487 | 168,187 | | Peter D. Horst | 38,000 | 49,474 | 87,474 | | Steven A. Kass | 119,000 | 87,988 | 206,988 | | F. Duffield Meyercord | 160,000 | 164,986 | 324,986 | | Patrick J. Mullen | 70,000 | 49,474 | 119,474 | | Philip W. Smith, III | 38,000 | 49,474 | 87,474 | | Tony Spinelli | 64,000 | 49,474 | 113,474 | | Beth Welsh | 68,000 | 49,474 | 117,474 |

  4. DIRECTOR COMPENSATION

    (1) In 2023, Peapack-Gladstone paid its directors a $10,000 annual retainer for service on the Board, $900 for each Trust Committee meeting attended, and $2,000 for each regular Board, Executive or other committee meeting they attended. The Chair received an additional $80,000 annual retainer. The Audit Committee Chair received an additional $25,000 annual retainer, the Risk Committee Chair received an additional $15,000 annual retainer and the Nominating Committee Chair received an additional $10,000 annual retainer. (2) The following table represents the number of restricted shares awarded to each director during 2023 and the grant date fair market value of these awards computed in accordance with ASC 718 based on the Peapack-Gladstone stock price on the date of grant of $30.96. The shares vest in one installment on March 20, 2024. The table below also shows the aggregate number of restricted stock units outstanding at December 31, 2023 for each director. None of the directors had outstanding options at December 31, 2023.

  5. DIRECTOR COMPENSATION

    | Name | Number of Shares of Restricted Stock Units Awarded in 2023 | Grant Date Fair Market Value of Stock Units Awarded | Aggregate Number of Restricted Stock Shares/Units Outstanding at 12/31/2023 | | Carmen M. Bowser | 1,598 | $49,474 | 2,209 | | Patrick M. Campion | - | - | - | | Susan A. Cole | 1,598 | 49,474 | 2,209 | | Anthony J. Consi, II | 1,598 | 49,474 | 2,209 | | Richard Daingerfield | 2,487 | 76,998 | 3,438 | | Edward A. Gramigna, Jr. | 2,309 | 71,487 | 3,192 | | Peter D. Horst | 1,598 | 49,474 | 2,209 | | Steven A. Kass | 2,842 | 87,988 | 3,929 | | F. Duffield Meyercord | 5,329 | 164,986 | 7,367 | | Patrick J. Mullen | 1,598 | 49,474 | 2,209 | | Philip W. Smith, III | 1,598 | 49,474 | 2,209 | | Tony Spinelli | 1,598 | 49,474 | 2,209 | | Beth Welsh | 1,598 | 49,474 | 2,209 |

  6. DIRECTOR COMPENSATION

    (3) Mr. Campion was appointed as a director, effective June 22, 2023.

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has 14 members. Peapack-Gladstone’s Nominating Committee has recommended to the Board that the 14 current directors be re-elected for one-year terms expiring at Peapack-Gladstone’s 2025 Annual Meeting of Shareholders or until their successors shall have been duly elected and qualified. If, for any reason, any of the nominees become unavailable for election, the proxy solicited by the Board may be voted for a substitute nominee selected by the Board. The Board has no reason to believe that any of the named nominees will be unavailable for election or will not serve if elected. Unless a shareholder indicates otherwise on the proxy, the proxy will be voted for the persons named in the table below to serve until the expiration of their terms, and thereafter until their successors have been duly elected and qualified. The following table sets forth the names and ages of the Board’s nominees for election, the nominees’ positions with Peapack-Gladstone (if any), the principal occupation or employment of each nominee for the past five years and the period during which each nominee has served as a director of Peapack-Gladstone. In addition, described below is each director nominee’s particular experience, qualifications, attributes or skills that have led the Board to conclude that the person should serve as a director.

  8. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  9. NOMINEES FOR ELECTION AS DIRECTORS

    | Name and Position With Peapack-Gladstone | Age | Director Since | Principal Occupation or Employment for the Past Five Years; Other Company Directorships | | Carmen M. Bowser | 69 | 2017 | Retired; former Managing Vice President, Commercial Real Estate Division, Capital One Bank. Ms. Bowser is qualified to serve on the Board of Directors because of her extensive experience in the commercial real estate market, which includes serving as Managing Vice President, Commercial Real Estate Division at Capital One Bank and as Managing Director for Prudential Mortgage Capital Company. Her expertise and leadership experience is invaluable to the oversight of the Bank’s real estate portfolio. | | Patrick M. Campion | 62 | 2023 | Retired; former Americas Region Head-Wealth Management at Deutsche Bank. Mr. Campion is qualified to serve on the Board of Directors because of his extensive experience in the wealth management business, which includes serving as an executive for more than 20 years leading US regional and international wealth management businesses at Deutsche Bank, HSBC, and Citi Private Bank, driving both financial and cultural transformations. Mr. Campion led successful strategies for business growth, sales and performance management, client experience and regulatory compliance. | | Dr. Susan A. Cole | 81 | 2014 | Retired; former President of Montclair State University. Dr. Cole is qualified to serve on the Board of Directors because of her 23 years as President of Montclair State University (the second largest university in New Jersey, with approximately 20,000 students), which provides invaluable experience in the oversight of Bank operations. | | Anthony J. Consi, II | 78 | 2000 | Retired; previously Senior Vice President of Finance and Operations, Weichert Realtors. Mr. Consi is qualified to serve on the Board of Directors because of his 15 years of public accounting experience at Coopers & Lybrand and his 22 years of finance and operations leadership at Weichert Realtors. | | Richard Daingerfield | 70 | 2014 | Retired; Executive Vice President and General Counsel of Citizens Financial Group, Inc., Boston, Massachusetts from 2010 to 2014. Mr. Daingerfield is qualified to serve on the Board of Directors because of his expertise in corporate governance, executive management, risk management, corporate banking and commercial banking. His broad legal experience with commercial and retail banking, including international and domestic private banking, are invaluable to his role as Risk Committee Chair. | | Edward A. Gramigna, Jr. | 63 | 2012 | Partner and Member of the Management Board of Faegre Drinker Biddle & Reath LLP. Mr. Gramigna is qualified to serve on the Board of Directors because of his 32 years of experience in trust, estate planning and estate administration, which is invaluable in the oversight of our wealth management division. | | Peter D. Horst | 62 | 2019 | Retired; previously Chief Executive Officer of PSB, a global research-based consultancy. Mr. Horst also had over 31 years of experience as a Chief Marketing Officer across diverse industries in consumer and business products, services and technology for market leaders such as General Mills, US West, Hershey, Capital One and Ameritrade. Mr. Horst is qualified to serve on the Board of Directors because of his extensive marketing experience, which is invaluable in introducing our expanding wealth management brand to new markets. |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    | Name and Position With Peapack-Gladstone | Age | Director Since | Principal Occupation or Employment for the Past Five Years; Other Company Directorships | | Steven A. Kass | 67 | 2018 | Retired; previously senior partner of KPMG from 2014 to 2016. Mr. Kass was Chief Executive Officer of Rothstein Kass, an accounting firm that specialized in audit, tax and advisory services to hedge fund, private equity and venture capital clients, before it was sold to KPMG in 2014. Mr. Kass is qualified to serve on the Board of Directors and as Audit Committee Chair because of his public company accounting and management level experience. | | Douglas L. Kennedy Chief Executive Officer | 67 | 2012 | President and CEO of Peapack-Gladstone and the Bank since 2012. Prior to joining the Company, Mr. Kennedy served as Executive Vice President and Market President at Capital One Bank/North Fork and held key executive level positions with Summit Bank and Bank of America/Fleet Bank. Mr. Kennedy, who began his career in commercial banking in 1978, is qualified to serve on the Board of Directors because of his over 47 years of commercial banking experience, demonstrated business leadership, judgment and vision. | | F. Duffield Meyercord | 77 | 1991 | Chairman of the Board of Peapack-Gladstone and the Bank; Managing Partner of Carl Marks Advisory Group, LLC; President, Meyercord Advisors, Inc. Mr. Meyercord is qualified to serve on the Board of Directors because of his 47 years of experience in directing strategic projects and providing operational advisory services to numerous businesses, which is invaluable to the Board’s oversight of corporate strategy. | | Patrick J. Mullen | 78 | 2019 | Retired; previously served as the Director of Banking, for the New Jersey Department of Banking and Insurance. Mr. Mullen was responsible for the examination and supervision of all state-chartered banks and credit unions and state-licensed non-bank financial institutions in New Jersey. Mr. Mullen is qualified to serve on the Board of Directors because of his financial services background, which provides invaluable oversight of Bank operations. | | Philip W. Smith, III | 68 | 1995 | President, Phillary Management, Inc., a real estate management company. Mr. Smith is qualified to serve on the Board of Directors because of his 35 years of experience in commercial real estate agency and management, which is invaluable to the Board’s oversight of the Company’s real estate loan portfolio. | | Tony Spinelli | 56 | 2017 | Chief Information Officer for Urban One, a multi-media company. Mr. Spinelli also served as Senior Vice President, Chief Information Security Officer, Capital One Bank and as Chief Operating Officer and President, Cyberdivision for Fractal Industries, Inc. Mr. Spinelli is qualified to serve on the Board of Directors because of his expertise in cybersecurity, security engineering and compliance, which provides insight into emerging threats to the Company and our clients. | | Beth Welsh | 65 | 2012 | General Manager of Bassett Associates, a real estate management company in Summit, New Jersey. Ms. Welsh is qualified to serve on the Board of Directors because of her 27 years of experience in the commercial real estate market as well as her past banking experience, which is invaluable to the Board’s oversight of the Bank’s real estate lending and small business banking. |

  11. NOMINEES FOR ELECTION AS DIRECTORS

    The members of our Board of Directors collectively demonstrate appropriate leadership skills, experience and judgment in areas that are relevant to our business. We believe that their collective ability to challenge and stimulate management and their dedication to the affairs of the Company serve the interests of the Company and its shareholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE DIRECTORS INCLUDED IN PROPOSAL 1.

  12. Executive Summary

    (1) Excludes costs related to retirement of select executives; severance; branch closures; and expansion into New York City, none of which were included in the budget. As noted previously, the Committee recognized that the challenges and headwinds the Company (and banks in general) faced through 2023 impacted 2023 performance. For purposes of the Company’s Executive Performance Plan (the “EPP”), Company performance was measured as follows: • Threshold – 80% of “2023 Budget;” • Target – 100% of “2023 Budget;” and • Maximum – 110% and above of “2023 Budget.” 2023 budget achievement is based on EPS weighted at 60% and pre-tax income before provision for credit losses weighted at 40%. Based on these weightings, the Company’s 2023 adjusted results was 20% under budget (80% of budget). The Committee determined Company performance to be at the threshold level. Additionally, results compared to the prior year and results compared to various peer groups are consistent with such determination. Compensation Philosophy and Program Objectives The fundamental objective of the Company’s executive compensation program, the elements of which are summarized in the table below, is to fairly compensate our named executive officers at appropriate levels and grant long-term compensation (restricted stock units for 2023 and prior grants; restricted phantom stock units for 2024 grants) to align the interests of our named executive officers with those of our shareholders. Our compensation program is designed to retain and attract qualified executives and motivate such executives to achieve short- and long-term strategic and operational goals that ultimately deliver value to shareholders. We believe in a pay-for-performance philosophy that appropriately aligns our executives’ total compensation with the performance and value of their contributions as well as the Company’s ultimate success.

  13. Executive Summary

    | Element | Purpose | Link to Performance | Fixed/Performance- Based | | STI (Annual Cash Bonus) | Encourages achievement of short-term strategic and financial performance metrics that create long-term shareholder value | Based on achievement of short-term, pre-defined corporate performance objectives (minimum of 75% weighted) and an assessment of individual performance (maximum of 25% weighted). | Performance-Based | | LTI (Restricted Stock or Phantom Stock Units) | Encourages achievement of long-term strategic and financial performance metrics that create long-term shareholder value | The Company has an LTI Plan intended to further link executive pay with Company performance. The grant value is based on the prior year’s Company performance. For the 2023 grant, vesting for the CEO and the NEOs was 40% time-based over a five-year period and 60% performance-based with a three-year cliff vesting schedule based on EPS | 40% Fixed and 60% Performance-Based |

  14. Executive Summary

    2023 CEO Compensation Decisions The Company made the following key decisions regarding Mr. Kennedy’s compensation package: • Salary: After receiving no salary increases in 2019 and 2020, the Company increased Mr. Kennedy's salary in April 2021 from $695,000 to $731,000 based on a review of market data as well as Company and individual performance. Mr. Kennedy did not receive a salary increase during 2022. During 2023 Mr. Kennedy’s salary was increased from $731,000 to $823,000 based on a review of market data (50th percentile of the Company’s Executive Compensation peer group) as well as strong Company and individual performance in 2022. • STI (Cash) Incentive: The STI (Cash) incentive for 2023 (paid in March 2024) was calculated based on 100% Company performance, which was deemed to be achieved at threshold level. The cash incentive award calculated and paid to Mr. Kennedy was $370,350 (compared to $657,900 paid in March 2023, related to performance for 2022). • LTI (Restricted Stock Units) Incentive: The 2023 long-term incentive award granted to Mr. Kennedy in March 2023 was based on 2022 performance. 60% of the LTI vests solely based on Company performance at the end of a prospective three-year period (cliff vest). For performance-based shares, vesting can be as low as zero, depending on performance. o 2022 Company Performance: The LTI (Restricted Stock Units) Incentive was calculated based on 100% Company performance, which was deemed to be achieved at maximum. 2022 Budget achievement was based on pre-tax income before provision for loan losses weighted at 40% and EPS weighted at 60%. Based on these weightings, the Company’s 2022 performance was 29% over budget based on as reported, and 41% over budget based on an as adjusted basis. Additionally, results compared to the prior year and results compared to various peer groups (as discussed fully in the 2023 Proxy) are consistent with such determination. ▪ 60% Performance-Vested: 60% of the award will cliff vest based on four metrics measured relative to peers. The metrics and their weightings (as a percentage of the performance-vested portion of the award) are 40% three-year EPS growth, 40% three-year Total Shareholder Return ("TSR") and 20% Credit Quality metrics relative to the compensation peer group. For performance-based shares, vesting can be as low as zero, depending on performance. ▪ 40% Time-Vested: 40% of the award will vest equally over five years. The Plan calls for a three-year time vest, however, the Committee again decided to vest shares granted in 2023 over a five-year period, similar to 2020, 2021 and 2022. ▪ For 2023, 60% Performance-Vested: Compensation is continually re-assessed to ensure a strong link between pay and performance. For March 2023 LTI (restricted stock unit grants), the percentage subjected to cliff vesting at the end of a three-year performance period was increased to 60% of the grant with 40% time vested over a prospective period. For performance-based shares, vesting can be as low as zero, depending on performance. Summary of Key Compensation Compliance Policies

  15. Executive Summary

    | No Excise Tax Gross-Ups | No 280G tax gross-up provisions are in our executive’s agreements. | | Double Trigger CIC Severance | Cash severance is not automatically triggered upon a change in control without a corresponding termination of employment. | | Double Trigger Equity in CIC | Equity grants require a change in control along with a corresponding termination of employment to trigger an acceleration of equity. | | Anti-Hedging Policy | The Committee maintains a policy prohibiting our executives and directors from hedging shares, including buying or selling puts or calls, short sales, or engaging in any other transaction designed to hedge or offset any decrease in the market value of the Company’s stock. | | Anti-Pledging Policy | The Committee maintains a policy prohibiting our executives and directors from holding Company shares in a margin account as collateral for a margin loan or otherwise pledging Company shares as collateral for a loan. |

  16. Executive Summary

    The Company’s 2021 Long-Term Incentive Plan (the "Plan") also incorporates certain governance best practices, including: Minimum Vesting. Minimum vesting period of one year from the date of grant for all awards granted under the 2021 Incentive Plan, except under certain limited circumstances and with permitted exceptions up to 5% of the share reserve.  No Single-Trigger for Vesting of Awards Upon a Change in Control. The Plan does not provide for vesting of time-based awards based solely on the occurrence of a change in control for awards assumed by a surviving entity, without an accompanying involuntary termination of service (including a termination for good reason).  Dividends on Unvested Awards Not Paid Until Vesting. Dividends on awards are paid to participants only after the underlying awards have vested.  No Cash-Out or Repricing of Underwater Options. No repricing of stock options and no cash buyout of underwater stock options are permitted without shareholder approval, except for adjustments for a change in control or certain corporate transactions.

  17. Roles and Decision Process

    Roles and Decision Process The Committee is responsible for establishing and overseeing policies governing annual and long-term compensation programs for our executives, and for determining executive compensation levels that are in line with our philosophy. Details of the Committee’s functions are more fully described in its charter, which has been approved by the Board of Directors and is available on our website. The Chair of the Committee regularly reports on Committee actions at the Company’s Board of Directors meetings. The Committee reviews all compensation components for the Company’s CEO and other named executive officers, including base salary, annual short-term (cash) and long-term (equity / equity-like) incentives, benefits and contracts/arrangements. Although the Committee makes independent determinations on all matters related to compensation of the named executive officers, certain members of management may be requested to attend or provide input to the Committee. The CEO provides advice to the Committee relative to the compensation of the other named executive officers. The CEO is not present for the discussion by the Committee of his own compensation. Other senior officers, such as the Head of Human Capital, General Counsel, and/or the CFO, may provide information and perspective to the Committee as appropriate and/or as requested. The Committee’s independent compensation consultant (Aon, formerly McLagan) also provides market data and advice as appropriate. The Committee makes its determinations based on an assessment of Company performance and individual performance and on data provided by management and its independent compensation consultant. The Committee has the sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its independent compensation consultant. The Committee has determined that it has the funding it needs to retain the advisors necessary to carry out its duties effectively. In 2013, the Committee first retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), which is a part of the Rewards Solutions practice at Aon PLC, as an independent outside compensation consultant. Aon was retained again for 2023. Aon’s services included peer group development and market benchmarking studies, assisting with the administration of the incentive program, and providing insight and best practices with respect to the compensation of our named executive officers. While the Committee seeks independent external perspective, the Committee makes all decisions regarding the compensation of the Company’s named executive officers. The Committee reviewed its relationship with Aon (formerly McLagan) and considered Aon’s independence in light of all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act and under applicable NASDAQ listing rules. The Compensation Committee received a report from Aon addressing its independence, which included the following factors: (1) there were no services provided to the Company, other than compensation related to consulting services provided by Aon; (2) fees paid by the Company as a percentage of total revenue of Aon; (3) policies or procedures maintained by Aon that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors of Aon and a member of the Committee; (5) any Company stock owned by the senior advisors of Aon; and (6) any business or personal relationships between the executives and the senior advisors of Aon. The Committee discussed these considerations and concluded that the work performed by Aon and Aon’s senior advisors involved in the engagement did not raise any conflict of interest.

  18. Compensation Review

    Compensation Review Understanding the competitive landscape is a key element for the Committee to consider when making compensation decisions. Each year, the Committee commissions a compensation review by its independent compensation consultant to provide an independent and objective analysis of the Bank’s total compensation relative to a peer group and to evaluate industry practices. The Committee utilizes market data for ongoing monitoring of executive pay relative to market practices, and to determine executive compensation. The foundation for the review is publicly-filed data from a peer group of banks. In 2022, the Committee reviewed compensation information provided by Aon that the Committee used to set 2023 executive compensation. The peer group for this study consisted of 20 commercial banks selected by the Committee after considering recommendations from Aon. The selection criteria generally included: eastern U.S. commercial banks with total revenue between $115 million and $450 million, non-interest income to total revenue greater than 12.5% or trust or investment revenue greater than $2 million, and nonperforming assets to total assets less than 2%. This peer group of 20 banks had median total assets of $7.3 billion when selected (comparable to the Company’s $6.4 billion at December 31, 2022, and $6.5 billion at December 31, 2023), and median revenue of $254 million (comparable to the Company’s $242 million for 2022 and $231 million for 2023. The peer group consisted of the following 20 banks:

  19. Compensation Review

    The Committee uses compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing target compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, considering: market data, Company, business, and individual performance; scope of responsibility; critical needs and skill sets; and leadership potential and succession planning.

  20. Say on Pay Consideration

    Say on Pay Consideration At the 2023 Annual Meeting, 85% of votes cast were in favor of the say-on-pay proposal. Notwithstanding this support, we continue to monitor our pay alignment and seek ways to improve our compensation program. In 2023, the Company contacted all institutional shareholders owning 1% or more of the Company (represented over 10.2 million shares or just over 57% ownership), offering a discussion surrounding the Company's use of stock in its compensation programs, as well as discussion of executive compensation in general. Feedback regarding overall executive compensation was favorable. For the March 2023 LTI (restricted stock unit) grants, the percentage subjected to cliff vesting at the end of a three-year performance period was increased to 60% of the grant; with 40% time vested over a prospective period. For performance-based shares, vesting can be as low as zero, depending on performance. Further, as noted in prior periods, the Committee restructured the long-term incentive awards beginning in 2021 to provide for a greater percentage of performance-based awards. In 2022, we instituted using multiple goals for the performance-based portion of the award. And, for the time-based vested stock grants made to NEOs in 2020, 2021, 2022 and 2023 we utilized a five-year vesting period instead of the three-year period prescribed by the Plan. Utilization of a five-year period provides better expenses associated with the awards and enhances the “retention tool” benefit of a restricted stock grant.

  21. 2023 Vote to Increase the Number of Shares Available in the Long-Term Incentive Plan

    2023 Vote to Increase the Number of Shares Available in the Long-Term Incentive Plan At the 2023 Annual Meeting, 53% of votes cast were in favor of this proposal. In 2023, the Company contacted all institutional shareholders owning 1% or more of the Company (represented over 10.2 million shares or just over 57% ownership) offering to discuss the Company’s use of stock in its compensation programs, as well as to discuss executive compensation in general. The Company considered the vote, and feedback from shareholders, particularly their concern of dilution caused by granting and vesting of restricted stock units. In response, the Company adopted a Phantom Stock Plan in March 2024. Awards under such program are based on stock price at dates of grant and dates of vesting, but do not cause dilution to shareholders, since such awards are settled in cash upon vesting. LTI grants to NEOs in March 2024 were all phantom stock units, instead of restricted stock units. Each year the Committee will assess the use of the Stock Plan and the use of the Phantom Stock Plan, and determine the best course for the Company and its shareholders.

  22. Elements of Compensation and Decisions

    (1) Mr. Cavallaro became Senior EVP, Chief Financial Officer on November 10, 2022. Mr. Cavallaro did not receive any LTI (restricted stock units) under the Company's Executive Performance Plan, as he joined the Company during the last quarter of 2022. He did receive a $150,000 restricted stock unit award with a three-year time-vest payment. (2) Base salary increases were based on a review of market compensation data, as well as Company and individual performance. Executive Performance Plan ("EPP") The EPP consisted of the following two components: • Short-term incentive ("STI") awards that provide an annual cash incentive opportunity to the NEOs based on a mix of prior-year Company performance (minimum of 75% weighting) and individual performance (maximum of 25% weighting); and • Long-term incentive ("LTI") awards that provide annual restricted stock unit awards for March 2023 grants (restricted phantom stock awards for 2024 grants) with 60% (was 50% prior to March 2023) that vest solely based on Company performance relative to a peer group at the end of a prospective three-year period (cliff vest), and 40% (was 50% prior to March 2023) that vest over a three- or five-year period. (Conservatively, a five-year vesting period has been utilized for time-based shares in 2020, 2021, 2022, and 2023.) For performance-based shares, vesting can be as low as zero, depending on performance. The following chart depicts potential for awards granted to each named executive officer under the EPP in 2023. The percentages referenced in the chart with respect to the STI Awards (Cash) and LTI Awards (Restricted Stock Units) refer to percentages of base salary.

  23. Elements of Compensation and Decisions

    | | Performance Re. STI | | STI Awards (Cash) | | | LTI Awards (Stock) (2) | | | | | Company | Individual | Threshold | Target | Max | Threshold | Target | Max | | Douglas L. Kennedy President and Chief Executive Officer | 100% | 0% | 45% | 60% | 90% | 75% | 120% | 185% | | Frank A. Cavallaro Senior EVP, Chief Financial Officer | 100% | 0% | 30% | 40% | 60% | 70% | 110% | 170% | | Robert A. Plante EVP, Chief Operating Officer | 75% | 25% | 22.5% | 30% | 45% | 45% | 70% | 115% | | John P. Babcock Senior EVP, President of Private Wealth Management | 75% | 25% | 30% | 40% | 60% | 70% | 110% | 170% | | Gregory M. Smith Senior EVP, President of Commercial Banking | 75% | 25% | 30% | 40% | 60% | 70% | 110% | 170% |

  24. Elements of Compensation and Decisions

    Long Term Incentive Awards (Restricted Stock Units or Restricted Phantom Stock Units) The LTI plan is split between performance-based and time-based vesting. The LTI portion of the plan provides annual restricted stock or phantom stock awards, with the shares or units granted anywhere from a threshold amount to a maximum amount, considering Company performance as well as individual performance. The performance-based shares will cliff vest at the conclusion of a three-year period provided that certain targets relative to the compensation peer group have been achieved. The time-based shares vest ratably over three years (for 2019 grants and five years for the 2020, 2021, 2022, and 2023 grants). These grants are intended to motivate executives to focus on the achievement of the Company’s long-term strategic plan and to further align Company executives with shareholders. For the March 2023 LTI (restricted stock unit incentive) grants, the percentage subjected to cliff vesting at the end of a three-year performance period was increased to 60% of the grant, with 40% time vested over the prospective period.

  25. Elements of Compensation and Decisions

    | LTI Plan | % of Grant | Performance Metric | Vesting Length | Vesting Type | Grant Value Determination | # of shares vested | | | | | NEOs | | | | | | | | | Time-Vested Shares | 40% | n/a | 3 years (1) | Ratable | Prior year’s Company and individual performance considered | 100% of shares granted ratably over the prospective period | | | | Performance-Vested Shares | 60% | 3-yr relative EPS Growth, TSR, and credit quality (for 2023 grants) (2) | 3 years (3) | Cliff | Prior year’s Company and individual performance considered | Threshold | Target | Maximum | | | | | | | | 25th percentile = approximately 55% of grant | 50th percentile = 100% of grant | 75th percentile of = approximately 165% of grant |

  26. Elements of Compensation and Decisions

    (1) The plan calls for the vesting of awards over three years, however, the Committee decided, beginning in 2020 to increase the vesting to a five-year period. (2) The 2023 restricted stock unit awards for the performance-vested portion are measured based on four metrics assessed relative to peers. The metrics and their weightings (as a percentage of the performance-vested portion of the award) are as follows: a. 40% EPS Growth b. 40% Total Shareholder Return c. 20% Two Credit Quality metrics Depending on performance relative to peers, vesting can be as low as zero. Our LTI awards are designed to focus our executives on long-term performance and shareholder value. We granted long-term incentive awards to Messrs. Plante, Babcock and Smith in March 2023 based on 2022 Company and individual performance. Individual performance was not considered for Mr. Kennedy since the grants to him were entirely based on the performance of the Company. As noted previously, Mr. Cavallaro did not receive a LTI grant in March 2023 due to his hiring in late 2022. The individual performance of the other named executive officers was determined by the CEO and agreed to by the Committee. Among other things, the CEO considered the same criteria as was utilized in the determination for short-term incentive awards. The following table shows the income targets at various levels compared to the actual 2022 performance of the Company and the corresponding Company performance achievement as it relates to payouts for the annual LTI (restricted stock units) awards in March 2023. Company performance related to long-term incentive awards is based on pre-tax income before provision for loan losses and earnings per share, as reported and as adjusted by the Compensation Committee for purposes of determining Company performance under the Executive Performance Plan. Adjustments may include non-budgeted revenue or expense that was “special” in nature and/or beyond the reasonable control of management.

  27. Elements of Compensation and Decisions

    (1) Mr. Cavallaro became Senior EVP, Chief Financial Officer on November 10, 2022. Mr. Cavallaro did not receive any LTI (restricted stock units) under the Company's Executive Performance Plan, as he joined the Company during the last quarter of 2022. He did receive a $150,000 restricted stock unit award with a three-year time-vest payment. The following table sets forth the awards of restricted stock units granted in March 2023 to our named executive officers based on 2022 performance. For the named executive officers, 60% (previously 50%) of the awards will vest based on three-year relative EPS growth and total shareholder return and the achievement of certain credit quality metrics compared to the compensation peer group, and the other 40% (previously 50%) will vest ratably over a five-year period. For the March 2023 restricted stock unit incentive (LTI) grants, the percentage subjected to cliff vesting at the end of a three-year performance period was increased to 60% of the grant, with 40% time-based vesting over the prospective period. For performance-based shares, vesting can be as low as zero, depending on performance.

  28. Elements of Compensation and Decisions

    | Grant at Target | Total LTI | | | Time-Vested RSUs | | Performance-Vested RSUs | | | Named Executive Officer | Dollar Value | Number of Shares | % of Base Salary | Dollar Values | Number of Shares | Dollar Values | Number of Shares | | Douglas L. Kennedy President and Chief Executive Officer | $1,352,333 | 43,680 | 185% | $540,933 | 17,472 | $811,400 | 26,208 | | Frank A. Cavallaro (1) Senior EVP, Chief Financial Officer | (1) | (1) | (1) | (1) | (1) | (1) | (1) | | Robert A. Plante EVP, Chief Operating Officer | $419,725 | 13,557 | 115% | $167,896 | 5,423 | $251,829 | 8,134 | | John P. Babcock Senior EVP, President of Private Wealth Management | $926,478 | 29,925 | 170% | $370,591 | 11,970 | $555,887 | 17,955 | | Gregory M. Smith Senior EVP, President of Commercial Banking | $603,472 | 19,492 | 170% | $241,395 | 7,797 | $362,077 | 11,695 |

  29. Elements of Compensation and Decisions

    Mr. Cavallaro became Senior EVP, Chief Financial Officer on November 10, 2022. Mr. Cavallaro did not receive any LTI (restricted stock units) under the Company's Executive Performance Plan, as he joined the Company during the last quarter of 2022. He did receive a $150,000 restricted stock unit award with a three-year time-vest payment. Deferred Compensation Retention Award In 2017, the Company instituted a retention tool for Mr. Kennedy and Mr. Babcock. The Deferred Compensation Retention Award is a cash-based retention award, with contributions made to the plan over a five-year period. Beginning with the third quarter of 2017 and through the second quarter of 2022, quarterly contributions of $50,000 for Mr. Kennedy and $25,000 for Mr. Babcock were made as the executives were each actively employed at the time of contribution. Vesting occurred ratably over the first three years. As of July 1, 2022, the plan was renewed for an additional five years with quarterly contributions beginning in the third quarter of 2022 and through and including the second quarter of 2027 of $100,000 for Mr. Kennedy and $50,000 for Mr. Babcock, assuming certain criteria are met, including the executive being actively employed at the time of contribution. The account balance receives interest crediting based on the Wall Street Journal prime rate, provided that the rate will not exceed 7.5%.

  30. Elements of Compensation and Decisions

    The Committee determined a retention award based in cash instead of stock was appropriate because of the substantial stock ownership of the top executives. The current equity ownership of these executives is well in excess of the Company’s stock ownership guidelines. Benefits/Other Compensation The Company provides bank-sponsored insurance and retirement benefit plans for our named executive officers. The benefit packages are designed to assist named executive officers in providing for their financial security. The Company provides retirement benefits to named executive officers through a combination of plans that are qualified and nonqualified under the Internal Revenue Code of 1986, as amended (the “Code”). The Company has established a qualified defined contribution plan under Section 401(k) of the Code, covering substantially all salaried employees over the age of 21 with at least twelve months of service and whose participation is not prohibited by the 401(k) plan. Under the savings portion of the 401(k) plan, employees may contribute up to 15% of their base pay (up to a maximum of $22,500 in 2023). Annually, the Company makes a matching contribution equal to 50% of the first 6% of an employee’s salary, plus up to an additional 3% employer contribution for all employees, on a discretionary basis. The Committee believes that employees require 401(k) plans, and that to attract and retain able employees the Company must offer these benefits to its employees, including its named executive officers. The named executive officers receive the same employer-provided health and welfare insurance available to all full-time employees, which includes health, dental, vision, disability and basic group life insurance. The Company has also purchased bank-owned life insurance and entered into a split-dollar plan with certain named executive officers and certain other employees to provide current and post-employment life insurance that ranges from $25,000 to 2.5 times the participant’s annual base salary. A life insurance benefit of 2.5 times a named executive officer’s annual base salary vests if prior to the termination of employment there is a change in control or the named executive officer becomes disabled. A benefit of 2.5 times the named executive officer’s salary is paid if the participant dies while employed by the Company. Certain named executive officers are also entitled to a vested post-employment life insurance benefit based on years of service and age as of the date of termination of employment. This vested benefit includes a minimum benefit of $25,000, or a range of 1.0 times base annual salary at age 50 to a maximum of 2.5 times annual base salary at age 60, in each case after completion of 15 years of service. Bank-owned life insurance assists the Company in offsetting the rising costs of employee benefits by providing the Company with current income prior to the death of an insured, and a lump-sum payment upon the death of an insured. The Company owns the cash surrender value of the policies and records the increases in the cash surrender value as income. Upon the death of an insured, the Company will receive cash equal to the cash surrender value of the policy and excess life insurance over the amount paid to the insured’s beneficiary. The Committee believes that bank-owned life insurance is a good investment for the Company and provides a supplementary life insurance benefit for many of our officers, including our named executive officers. Employment Agreements We maintain employment agreements with each of Messrs. Kennedy, Cavallaro, Babcock and Smith. The employment agreements provide for three-year terms which extend for one additional year on each January 1st so that the remaining term will become three years unless the Bank and/or the Company or the executive provides written notice to the other at least 30 days prior to a renewal date. The employment agreements provide the title and initial base salary for each participant. The base salaries may be increased but not decreased unless written consent is received from the executive. In addition to base salary, the employment agreements provide for, among other things, participation in bonus, short and long-term incentive programs and other benefit plans and arrangements applicable to executive officers. Under the employment agreements, the Bank and/or the Company may terminate the executive’s employment for “cause” (as defined in the agreement) at any time, in which event the executive would have no right to receive compensation or other benefits for any period after the executive’s termination of employment. Certain events resulting in the executive’s termination of employment entitle the executive to severance benefits. In the event of the executive’s involuntary termination of employment or voluntary termination for “good reason” (as defined in the agreement), then the executive would be entitled to a severance payment equal to the greater of (1) two times the executive’s base salary or (2) the amount of base salary that the executive would have earned had the executive remained employed for the remaining term. The severance payments will be payable in equal installments in accordance with the Bank’s regular payroll practices over a two-year period. If on or within 24 months following a change in control of the Company or the Bank, either (i) the executive’s employment is involuntarily terminated by the Company or the Bank (other than for cause) or (ii) the executive voluntarily resigns for good reason (as defined in the agreements), the executive would become entitled to a cash lump sum severance payment, payable within 30 days following the executive’s date of termination of employment. The amount of the severance payment will equal three times the sum of (a) the executive’s annual base salary, plus (b) the greater of (x) the executive’s average annual cash bonus (at a minimum of target) for the three annual performance periods immediately preceding the executive’s date of termination or (y) the annual bonus paid to the executive for the most recent annual performance period. In addition to the severance payment and provided that the executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for a period of 18 months following the executive’s termination of employment, the Bank will pay the executive consecutive monthly cash payments equal to the monthly cost of the executive’s COBRA premiums for the level of coverage previously in effect for the executive (including the executive’s spouse and dependents) under the Bank’s group health plan. Following the end of the 18-month period, if the executive secures an individual policy for health care coverage, the Bank will continue to reimburse the executive for the monthly cost of such coverage for an additional 18 months, provided that the amount of such monthly reimbursement will not exceed the monthly cost of COBRA. Upon termination of the executive’s employment (other than following a change in control), the executive will be subject to certain restrictions on the executive’s ability to compete or to solicit business or employees of the Bank and the Company for a period of one year following the executive’s termination of employment. The employment agreements also include provisions protecting the Company’s and Bank’s confidential business information. Change in Control Agreement

  31. Elements of Compensation and Decisions

    We maintain a change in control agreement with Mr. Plante. The change in control agreement has a term that extends automatically for one additional year each January 1st, so that the remaining term is two years, unless either the Bank and/or the Company or the executive gives written notice at least 60 days prior to the renewal date that the agreement will not be renewed. Notwithstanding the foregoing, if the Company or the Bank enters into a transaction that would be considered a change in control as defined under the agreement, the term of the agreement would extend automatically so that it would expire no less than two years beyond the effective date of the change in control. In the event of the executive’s involuntary termination of employment for a reason other than for cause or upon the executive’s voluntary termination for good reason upon or within two years following the effective date of a change in control of the Company or the Bank, the executive would be entitled to a severance payment equal to the sum of two times the executive’s base salary in effect as of the date of termination or immediately prior to the change in control, whichever is higher, plus two times the greater of (1) the executive’s average annual cash bonus (but not less than target) for the three annual performance periods preceding the date of termination of employment or (2) the annual bonus paid to the executive for the most recent annual performance period. Such payment is payable in a lump sum within 30 days following the executive’s date of termination. In addition, provided the executive is eligible and timely elects continuing coverage under COBRA, the Bank will pay the executive consecutive monthly COBRA premium reimbursement payments for the level of coverage in effect for the executive (including the executive’s spouse and dependents) under the Bank’s group health plan for 18 months following the executive’s termination of employment.

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for Peapack-Gladstone’s named executive officers. For a summary of the Committee’s decisions on compensation awarded to our named executive officers in 2023, see the “Compensation Discussion and Analysis” above.

  33. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Retention Award Plan ($) | All Other Compensation ($)(3) | Total ($) | | Douglas L. Kennedy | 2023 | 823,000 | - | 1,352,333 | 370,350 | 35,724 | 422,920 | 3,004,327 | | President & CEO of Peapack- | 2022 | 731,000 | - | 1,352,326 | 657,900 | 6,202 | 322,620 | 3,070,048 | | Gladstone and the Bank | 2021 | 731,000 | - | 886,108 | 657,900 | - | 248,649 | 2,523,657 | | Frank A. Cavallaro (4) | 2023 | 375,000 | - | 149,970 | 112,500 | - | 38,077 | 675,547 | | Senior Executive Vice | 2022 | 57,693 | 200,000 | - | - | - | - | 257,693 | | President and CFO of Peapack- | | | | | | | | | | Gladstone and the Bank | | | | | | | | | | Robert A. Plante | 2023 | 379,600 | - | 419,725 | 92,528 | - | 19,800 | 911,653 | | Executive Vice President | 2022 | 365,000 | - | 419,741 | 164,250 | - | 19,800 | 968,791 | | and Chief Operating Officer | 2021 | 365,000 | - | 269,132 | 164,250 | - | 17,400 | 815,782 | | of Peapack-Gladstone | | | | | | | | | | and the Bank | | | | | | | | | | John P. Babcock | 2023 | 565,800 | - | 926,478 | 198,380 | 17,862 | 222,326 | 1,930,846 | | Senior Executive Vice President | 2022 | 545,000 | - | 926,477 | 327,000 | 3,101 | 172,094 | 1,973,672 | | of Peapack-Gladstone | 2021 | 545,000 | - | 626,698 | 327,000 | - | 133,824 | 1,632,522 | | and President of Private | | | | | | | | | | Wealth Management | | | | | | | | | | Gregory M. Smith | 2023 | 369,200 | - | 603,472 | 129,220 | - | 19,800 | 1,121,692 | | Senior Executive Vice | 2022 | 355,000 | - | 577,981 | 213,000 | - | 19,800 | 1,165,781 | | President and President of | 2021 | 340,000 | - | 235,952 | 204,000 | - | 17,400 | 797,352 | | Commercial Banking of | | | | | | | | | | Peapack-Gladstone and the Bank | | | | | | | | |

  34. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of restricted stock awards in accordance with ASC 718 and are based on a Peapack-Gladstone stock price on the date of grant. (2) Amounts represent short-term incentive awards (cash) paid in the first quarter of 2024 under our EPP based on 2023 performance achievement. See “Compensation Discussion and Analysis - Short-Term Incentive Awards - Performance Calculation” for a discussion of how these payments were calculated. (3) The following table itemizes the compensation in this column for 2023. The table excludes perquisites that did not exceed $10,000 in the aggregate for each named executive officer.

  35. Summary Compensation Table

    | Name | Company Contributions to 401(k) Plan | Deferred Retention Award Plan (A) | BOLI Premiums | Accommodation Assistance | Total | | Douglas L. Kennedy | $19,800 | $400,000 | $3,120 | $- | $422,920 | | Frank A. Cavallaro | - | - | - | 38,077 | 38,077 | | Robert A. Plante | 19,800 | - | - | - | 19,800 | | John P. Babcock | 19,800 | 200,000 | 2,526 | - | 222,326 | | Gregory M. Smith | 19,800 | - | - | - | 19,800 |

  36. Summary Compensation Table

    (4) Mr. Cavallaro became Senior EVP, Chief Financial Officer on November 10, 2022. In connection with his hire, he received a $200,000 cash payment and a $150,000 restricted stock unit award with a three-year time-based vesting. (A) This is a defined contribution plan with annual cash contributions of $400,000 for Mr. Kennedy and $200,000 for Mr. Babcock. The account balance receives interest based on the Wall Street Journal prime rate.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following tables set forth additional detail regarding 2023 incentive compensation non-equity (cash) and stock award grants under the Executive Performance Plan.

  38. Grants of Plan-Based Awards

    | | Estimated Payouts Under the Short Term | | | | | | (Cash) Incentive Plan | | | | | Name (1) | Threshold ($) (2) | Target ($) (3) | Maximum ($) (4) | Actual Cash Payments ($) (5) | | Douglas L. Kennedy | $370,350 | $493,800 | $740,700 | $370,350 | | Frank A. Cavallaro | 112,500 | 150,000 | 225,000 | 112,500 | | Robert A. Plante | 85,410 | 113,880 | 117,820 | 92,528 | | John P. Babcock | 170,040 | 226,720 | 340,080 | 198,380 | | Gregory M. Smith | 110,760 | 147,680 | 221,520 | 129,220 |

  39. Grants of Plan-Based Awards

    (1) For 2023, Messrs. Kennedy and Cavallaro cash incentive was based solely on Company performance and Messrs. Plante, Babcock and Smith cash incentive was based 75% on Company performance and 25% on individual performance. (2) Assuming both Company and individual performance are rated at Threshold. (3) Assuming both Company and individual performance are rated at Target. (4) Assuming both Company and individual performance are rated at Maximum. (5) Actual cash payments were based on Company performance at Threshold. Messrs. Kennedy's and Cavallaro's payments are based solely on Company performance (Threshold). Individual performance was rated at Target+ or Target for Messrs. Babcock, Smith and Plante. See “Compensation Discussion and Analysis – Short-Term Incentive Awards (Cash).”

  40. Grants of Plan-Based Awards

    | | Grants Under the Long Term (Stock) Incentive Plan on March 20, 2023 | | | | | | | | | | | Grant Date | | | Performance Based Awards | | | Time Vested LTI: | Fair Value of | | Name | Threshold (#) | Target (#) (1) | Maximum (#) | Number of Units (2) | Stock Awards (3) | | Douglas L. Kennedy | 14,414 | 26,208 | 43,243 | 17,472 | $1,352,333 | | Frank A. Cavallaro (4) | (4) | (4) | (4) | (4) | (4) | | Robert A. Plante | 4,474 | 8,134 | 13,421 | 5,423 | 419,725 | | John P. Babcock | 9,875 | 17,955 | 29,626 | 11,970 | 926,478 | | Gregory M. Smith | 6,432 | 11,695 | 19,297 | 7,797 | 603,472 |

  41. Grants of Plan-Based Awards

    (1) Target represents number of restricted stock units granted. The awards cliff vest after a three-year period from zero to maximum based on the achievement of various metrics, including EPS growth, total shareholder return, and credit quality metrics relative to a peer group. (2) Represents number of restricted stock units granted. The awards are time-based and vest in five equal annual installments beginning on the anniversary of the date of grant. The grant date fair value is based on Peapack-Gladstone’s stock price of $30.96 on the date of grant. See “Compensation Discussion and Analysis – Long Term Incentive Awards (Restricted Stock Units).” Mr. Cavallaro became Senior EVP, Chief Financial Officer on November 10, 2022. Mr. Cavallaro did not receive any LTI (restricted stock units) under the Company's Executive Performance Plan, as he joined the Company during the last quarter of 2022. He did receive a $150,000 restricted stock unit award with a three-year time-vest payment.

  42. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table represents restricted stock units outstanding for each named executive officer as of December 31, 2023. The market value of restricted stock units that have not vested is calculated using our closing market price of $29.82 as of December 31, 2023. There were no outstanding options for any of the named executive officers as of December 31, 2023.

  43. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | Name | Grant Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested | | Douglas L. Kennedy | 3/20/2020 | 13,033(2) | $388,644 | | | 3/20/2021 | 8,478(2) | 252,814 | | | 3/20/2021 | 14,128(3) | 421,297 | | | 3/20/2022 | 14,700(2) | 438,354 | | | 3/20/2022 | 18,374(3) | 547,913 | | | 3/20/2023 | 17,472(2) | 521,015 | | | 3/20/2023 | 26,208(4) | 781,523 | | Frank A. Cavallaro | 3/20/2023 | 4,844(1) | 144,448 | | Robert A. Plante | 3/20/2020 | 4,055(2) | 120,920 | | | 3/20/2021 | 2,575(2) | 76,787 | | | 3/20/2021 | 4,291(3) | 127,958 | | | 3/20/2022 | 4,563(2) | 136,069 | | | 3/20/2022 | 5,703(3) | 170,063 | | | 3/20/2023 | 5,423(2) | 161,714 | | | 3/20/2023 | 8,134(4) | 242,556 | | John P. Babcock | 3/20/2020 | 9,248(2) | 275,775 | | | 3/20/2021 | 5,996(2) | 178,801 | | | 3/20/2021 | 9,992(3) | 297,961 | | | 3/20/2022 | 10,072(2) | 300,347 | | | 3/20/2022 | 12,588(3) | 375,374 | | | 3/20/2023 | 11,970(2) | 356,945 | | | 3/20/2023 | 17,955(4) | 535,418 | | Gregory M. Smith | 5/19/2019 | 5,325(2) | 158,792 | | | 3/20/2020 | 5,854(2) | 174,566 | | | 3/20/2021 | 2,258(2) | 67,334 | | | 3/20/2021 | 3,762(3) | 112,183 | | | 3/20/2022 | 6,283(2) | 187,359 | | | 3/20/2022 | 7,853(3) | 234,176 | | | 3/20/2023 | 7,797(2) | 232,507 | | | 3/20/2023 | 11,695(4) | 348,745 |

  44. Outstanding Equity Awards at Fiscal Year-End

    (1) Vests in three equal annual commencing on the first anniversary of the date of grant and only if the executive continues to serve as an executive at such applicable vesting date. Upon termination of employment by reason of death, disability or retirement, or upon a change in control, all restricted stock units immediately vest. (2) Vests in five equal annual installments beginning on the first anniversary of the date of grant and only if the executive continues to serve as an executive at such applicable vesting date. Upon termination of employment by reason of death, disability or retirement, or upon a change in control, all restricted stock units immediately vest. Performance-based restricted stock units, which will cliff vest in three years based on the achievement of EPS growth, liquidity and credit quality metrics over a three-year period compared to an established peer group. Upon termination of employment by reason of death or disability, the restricted stock units will vest at target. Upon a change in control, restricted stock units will vest at the greater of the target level or the level determined after conducting the performance calculation. Performance-based restricted stock units, which will cliff vest in three years based on the achievement of EPS growth, total shareholder return and credit quality metrics over a three-year period compared to an established peer group. Upon termination of employment by reason of death or disability, the restricted stock units will vest at target. Upon a change in control, restricted stock units will vest at the greater of the target level or the level determined after conducting the performance calculation.

  45. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table represents the vesting of restricted stock units during 2023. There were no stock options exercised by any named executive officers in 2023.

  46. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized On Vesting (1) | | Name | (#) | ($) | | Douglas L. Kennedy | 55,132 | 1,704,763 | | Frank A. Cavallaro | - | - | | Robert A. Plante | 17,258 | 533,189 | | John P. Babcock | 39,064 | 1,207,756 | | Gregory M. Smith | 17,068 | 509,033 |

  47. Option Exercises and Stock Vested

    (1) The value realized upon vesting is equal to the closing market price of the Company’s common stock on the date of vesting multiplied by the number of shares vested. In each case, the amount reported is the aggregate of shares vesting from more than one grant of restricted stock.

  48. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  49. Nonqualified Deferred Compensation

    | | Executive Contributions in 2023 | Company Contributions in 2023 | Aggregate Earnings in 2023 | Aggregate Withdrawals/Distributions | Aggregate Balance as of December 31, 2023 | | Name | ($) | ($) | ($) (1) | ($) | ($) | | Douglas L. Kennedy | - | 400,000 | 119,081 | - | 1,859,095 | | Frank A. Cavallaro | - | - | - | - | - | | Robert A. Plante | - | - | - | - | - | | John P. Babcock | - | 200,000 | 59,541 | - | 929,547 | | Gregory M. Smith | - | - | - | - | - |

  50. Nonqualified Deferred Compensation

    (1) Above market interest of $35,724 for Mr. Kennedy and $17,862 for Mr. Babcock are included in the summary compensation table.

  51. Pay Versus Performance

    Pay Versus Performance In accordance with applicable SEC rules, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for Douglas L. Kennedy (1) | Compensation Actually Paid to Douglas Kennedy (1), (2), (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1), (2), (3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income (In Millions) | Diluted EPS Compared to Peer Group (5) | | | | | | | Company TSR | Peer Group TSR | | | | 2023 | $3,004,327 | $2,413,310 | $1,159,935 | $925,306 | $99.35 | $115.64 | $48.85 | $2.71 | | 2022 | $3,070,048 | $3,239,967 | $1,380,828 | $1,416,241 | $123.13 | $116.10 | $74.25 | $4.00 | | 2021 | $2,523,657 | $3,753,878 | $1,103,177 | $1,711,909 | $116.44 | $124.74 | $56.62 | $2.93 | | 2020 | $2,214,020 | $2,499,668 | $1,016,938 | $1,118,518 | $74.39 | $91.29 | $26.19 | $1.37 |

  53. Pay Versus Performance

    Douglas L. Kennedy was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for the 2023 year presented was Frank A. Cavallaro, John P. Babcock, Robert A. Plante, and Gregory M. Smith. The individuals comprising the Non-PEO NEOs for the 2020, 2021 and 2022 years presented were Jeffrey J. Carfora, John P. Babcock, Robert A. Plante, and Gregory M. Smith. 2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. 4. The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Regional Banking Index , which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW NASDAQ Regional Banking Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Diluted EPS Growth Compared to Peer Group to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 and in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  54. Pay Versus Performance

    | Year | Summary Compensation Table Total for Douglas L. Kennedy | Exclusion of Stock Awards for Douglas L. Kennedy | Inclusion of Equity Values for Douglas L. Kennedy | Compensation Actually Paid to Douglas L. Kennedy | | 2023 | $3,004,327 | $(1,352,333) | $761,316 | $2,413,310 |

  55. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,159,935 | $(524,911) | $290,282 | $925,306 |

  56. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  57. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Douglas L. Kennedy | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Douglas L. Kennedy | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Douglas L. Kennedy | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Douglas L. Kennedy | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Douglas L. Kennedy | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Douglas L. Kennedy | Total - Inclusion of Equity Values for Douglas L. Kennedy | | 2023 | $1,274,224 | $(499,551) | $- | $(13,357) | $- | $- | $761,316 |

  58. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $495,076 | $(182,582) | $- | $(22,212) | $- | $- | $290,282 |

  59. Pay Versus Performance

    Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR of the KBW NASDAQ Regional Banking Index over the same period. Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between Compensation Actually Paid and Diluted EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and Diluted EPS during the four most recently completed fiscal years. List of Most Important Financial Performance Measures The following presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked. Pre-Tax Income Before Provision for Credit Losses Compared to Budget/Target • Diluted Earnings per Share (EPS) Compared to Budget/Target • Diluted Earnings per Share (EPS) Growth Compared to Peer Group • TSR Compared to Peer Group • Credit Quality (Allowance for Credit Losses / Total Loans) Compared to Peer Group • Credit Quality (Non-Performing Assets / Total Assets) Compared to Peer Group • Liquidity (Cash & Securities / Total Assets) Compared to Peer Group • Liquidity (Loan / Deposit Ratio) Compared to Peer Group

  60. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of SEC Regulation S-K, we are providing the following information: For fiscal 2023, our last completed fiscal year: ▪ The median of the annual total compensation of all employees of our Company was $98,521; and ▪ The annual total compensation of Mr. Kennedy, our Chief Executive Officer, was $3,004,327. Based on this information, the ratio for 2023 of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is 30 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: 1. As of December 31, 2023, our employee population consisted of approximately 522 individuals, including any full-time, part-time, temporary, or seasonal employees employed on that date. 2. To find the median of the annual total compensation of all our employees, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. 3. We identified a median cohort of 16 employees using this compensation measure and methodology. For the median cohort, we added together all of the elements of such employees’ compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. 4. Based on the total compensation calculation outlined in Step 3, we selected the employee within the median cohort with the median total compensation. 5. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table.

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Peapack-Gladstone and the Bank maintain employment agreements with Messrs. Kennedy, Cavallaro, Babcock and Smith, which set forth the terms of employment of the officers and provide for benefits in the event of termination without “cause.” Peapack-Gladstone and the Bank have also entered into a change in control agreement with Mr. Plante, which provides for benefits in the event a termination without “cause” or for “good reason” during a specified period following a merger or acquisition of Peapack-Gladstone. A detailed description of the employment agreements and change in control agreement may be found in the Compensation Discussion and Analysis section of this proxy under “Compensation Discussion and Analysis - Employment Agreements” and “Change in Control Agreement.” The following table shows the potential payments under each named executive officer’s employment agreement or change in control agreement if he had terminated employment with the Company effective December 31, 2023, under each of the following retirement or termination circumstances: (1) death or disability; (2) voluntary resignation or dismissal for cause; (3) retirement; (4) dismissal without cause; and (5) dismissal without cause or resignation for good reason following a change in control of Peapack-Gladstone. These payments are considered estimates as they contain some assumptions regarding stock price, life expectancy, salary and non-incentive compensation amounts and income tax rates and laws.

  62. Potential Payments Upon Termination or Change in Control

    | Compensation and/or Benefits Payable Upon Termination | Death or Disability | Voluntary Resignation or Dismissal For Cause | Retirement | Dismissal Without Cause (no Change in Control) (1) (2) | Dismissal Without Cause or Resignation For Good Reason (following a Change in Control) (1) (2) (3) | | Douglas L. Kennedy | | | | | | | Cash Severance | $- | $- | $- | $1,646,000 | $4,442,700 | | Equity Acceleration (4) | 3,351,560 | - | 3,351,560 | - | 3,351,560 | | Welfare Benefits Continuation | - | - | - | - | 42,401 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 290,249 | | Total Benefit | $4,601,560 | $- | $3,351,560 | $1,646,000 | $8,126,910 | | Frank A. Cavallaro | | | | | | | Cash Severance | $- | $- | $- | $750,000 | $1,725,000 | | Equity Acceleration | 144,448 | - | 144,448 | - | 144,448 | | Welfare Benefits Continuation | - | - | - | - | 55,223 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $144,448 | $- | $144,448 | $750,000 | $1,924,671 | | Robert A. Plante | | | | | | | Cash Severance | $- | $- | $- | $- | $1,087,700 | | Equity Acceleration (4) | 1,036,067 | - | 1,036,067 | - | 1,036,067 | | Welfare Benefits Continuation | - | - | - | - | 43,530 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $1,036,067 | $- | $1,036,067 | $- | $2,167,297 | | John P. Babcock | | | | | | | Cash Severance | $- | $- | $- | $1,131,600 | $2,678,400 | | Equity Acceleration (4) | 2,320,621 | - | 2,320,621 | - | 2,320,621 | | Welfare Benefits Continuation | - | - | - | - | 32,481 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 122,694 | | Total Benefit | $3,570,621 | $- | $2,320,621 | $1,131,600 | $5,154,196 | | Gregory M. Smith | | | | | | | Cash Severance | $- | $- | $- | $- | $1,164,400 | | Equity Acceleration (4) | 1,515,662 | - | 1,515,662 | - | 1,515,662 | | Welfare Benefits Continuation | - | - | - | - | 57,948 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $1,515,662 | $- | $1,515,662 | $- | $2,738,010 |

  63. Potential Payments Upon Termination or Change in Control

    The term “cause” generally means: (i) a material failure to perform the duties assigned to the named executive officer related to the named executive officer's position or imposed upon the named executive officer by applicable law, and such failure to perform constitutes self-dealing, willful misconduct or recklessness; (ii) committing an act of dishonesty in the performance of the named executive officer’s duties related to the named executive officer’s position or engaging in conduct materially detrimental to the business of the Bank; (iii) a conviction of a felony or misdemeanor involving moral turpitude; (iv) a material failure to perform the named executive officer’s duties related to the named executive officer’s position, which such breach or failure is not remedied by the named executive officer within 30 days after written demand from the Bank; (v) a knowing failure to follow lawful, written directives of the Board of Directors of the Company and/or the Bank; or (vi) engagement in any material employment act or practice, including but not limited to, sexual harassment, forbidden by the Bank in its employment manual. The term “change in control” generally means: (i) the acquisition by any one person, or more than one person acting as a group, of stock of the Bank or the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Bank’s or the Company’s stock; (ii) the acquisition by any one person, or more than one person acting as a group, during a 12-month period ownership of stock of the Bank or the Company possessing 30% or more of the total voting power of the Bank’s or the Company’s stock; (iii) a change in the board of the Bank or the Company such that, during any 12-month period, a majority of the directors are replaced by the directors whose appointment or election is not endorsed by a majority of the members of the board prior to the appointment or election; (iv) a change in ownership by any one person, or more than one person acting as a group, of a substantial portion of the Bank’s or the Company’s assets. The term “good reason” generally means: (i) a material reduction in the named executive officer’s base salary; (ii) a material reduction in the named executive officer’s authority, duties or responsibilities from the position and attributes associated with the named executive officer’s position; (iii) a change in the named executive officer’s primary office or location resulting in an increase in the named executive officer’s commute of 25 miles or more; or (iv) a material breach of the named executive officer’s employment or change in control agreement, as applicable, by the Bank. (4) Our 2012 Long-Term Stock Incentive Plan and 2021 Long-Term Incentive Plan, and the applicable award agreements, provide that equity awards assumed by any acquiror will vest only upon specified termination events following a change in control. If awards are not assumed by the acquiror, then outstanding awards will vest upon the change in control. With respect to awards assumed by the surviving entity in connection with a change in control, if the grantee’s employment is terminated without cause or, in certain cases, if the grantee resigns for good reason, within two years after the effective date of the change in control, then the grantee’s outstanding options become fully vested, and unless otherwise provided in the agreement, outstanding performance-based awards will be deemed to have been earned at the target level, or at a level in excess of target in the Committee’s discretion, and paid on a pro-rated basis based upon the length of time the grantee was employed during the performance period. The value of equity acceleration reported is based on the market price of $29.82 as of December 31, 2023. (5) Peapack-Gladstone has purchased bank-owned life insurance and entered into a split-dollar plan with certain named executive officers and certain other employees to provide current and post-employment life insurance in an amount that ranges from $25,000 to 2.5 times the executive’s annual base salary. A benefit of 2.5 times the executive’s salary, which is represented in under the death or disability column is paid if the executive dies while employed by Peapack-Gladstone. The life insurance benefit of 2.5 times the executive's annual base salary vests if the executive becomes disabled prior to the termination of employment. (6) The life insurance benefit at dismissal without cause or resignation for good reason following a change in control represents the imputed income from December 31, 2022 through the end of the executive’s plan participation year (calculated on an actuarial basis) under Peapack-Gladstone’s Split-Dollar Plan. Upon a change in control, the executive would vest in the benefit of 2.5 times the executive’s annual base salary.