DEF 14A of Peapack Gladstone Financial Corp, Mar 20, 2025

DEF 14A of Peapack Gladstone Financial Corp

Filed Mar 20, 2025 · FY20240000950170-25-042474

Open on EDGAR

  1. Table of Contents

    | Attending the Meeting | 1 | | Voting Information | 1 | | Corporate Governance | 4 | | Director Compensation | 9 | | Beneficial Ownership of Common Stock | 10 | | Proposal 1 – Election of Directors | 12 | | Proposal 2 – Advisory Vote on Compensation of Named Executive Officers. | 15 | | Proposal 3 – Approval of the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan | 15 | | Proposal 4 – Ratification of the Appointment of the Independent Registered Public Accounting Firm. | 22 | | Compensation Discussion and Analysis | 24 | | Compensation Committee Report | 37 | | Executive Compensation | 38 | | Transactions with Related Persons | 48 | | Shareholder Proposals | 48 | | Other Matters | 49 | | Appendix A - The Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan | A-1 |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee directors of Peapack-Gladstone in 2024. 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 | $49,000 | $49,490 | $98,490 | | Patrick M. Campion | 47,850 | 49,490 | 97,340 | | Susan A. Cole | 35,600 | 49,490 | 85,090 | | Anthony J. Consi, II | 81,000 | 49,490 | 130,490 | | Richard Daingerfield | 101,000 | 76,998 | 177,998 | | Edward A. Gramigna, Jr. | 89,600 | 71,497 | 161,097 | | Peter D. Horst | 34,000 | 49,490 | 83,490 | | Steven A. Kass | 111,000 | 87,978 | 198,978 | | F. Duffield Meyercord | 152,000 | 164,976 | 316,976 | | Patrick J. Mullen | 66,000 | 49,490 | 115,490 | | Philip W. Smith, III | 34,000 | 49,490 | 83,490 | | Tony Spinelli | 62,000 | 49,490 | 111,490 | | Beth Welsh | 66,000 | 49,490 | 115,490 |

  4. DIRECTOR COMPENSATION

    (1) In 2024, 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 Board 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 phantom units awarded to each director during 2024 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 $23.92. The shares vest on March 20, 2025. None of the directors had outstanding restricted stock awards, restricted stock units, or stock options at December 31, 2024. The table below shows the aggregate number of phantom stock units outstanding at December 31, 2024 for each director.

  5. DIRECTOR COMPENSATION

    | Name | Number of Shares of Phantom Units Awarded in 2024 | Grant Date Fair Market Value of Phantom Units Awarded | Aggregate Number of Phantom Units Outstanding at 12/31/2024 | | Carmen M. Bowser | 2,069 | $49,490 | 2,069 | | Patrick M. Campion | 2,069 | 49,490 | 2,069 | | Susan A. Cole | 2,069 | 49,490 | 2,069 | | Anthony J. Consi, II | 2,069 | 49,490 | 2,069 | | Richard Daingerfield | 3,219 | 76,998 | 3,219 | | Edward A. Gramigna, Jr. | 2,989 | 71,497 | 2,989 | | Peter D. Horst | 2,069 | 49,490 | 2,069 | | Steven A. Kass | 3,678 | 87,978 | 3,678 | | F. Duffield Meyercord | 6,897 | 164,976 | 6,897 | | Patrick J. Mullen | 2,069 | 49,490 | 2,069 | | Philip W. Smith, III | 2,069 | 49,490 | 2,069 | | Tony Spinelli | 2,069 | 49,490 | 2,069 | | Beth Welsh | 2,069 | 49,490 | 2,069 |

  6. 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 2026 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. Alternatively, the Board may adopt a resolution to reduce the size of 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.

  7. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  8. 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 | 70 | 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 commercial real estate portfolio. | | Patrick M. Campion | 63 | 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 | 82 | 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 | 79 | 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 | 71 | 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. | 64 | 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 | 63 | 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. |

  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 | | Steven A. Kass | 68 | 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 | 68 | 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, he has demonstrated business leadership, judgment and vision. | | F. Duffield Meyercord | 78 | 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 | 79 | 2019 | Retired; previously served as the Director of Banking, for the New Jersey Department of Banking and Insurance. Mr. Mullen led the agency 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 | 69 | 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 commercial real estate loan portfolio. | | Tony Spinelli | 57 | 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 | 66 | 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 commercial real estate lending and small business banking. |

  10. 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.

  11. 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/strategic 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 2024 grant, vesting for the CEO and the NEOs was 40% time-based over a three-year period and 60% performance-based with a three-year cliff vesting schedule based on EPS growth, total shareholder return, core deposit growth and credit quality metrics. | 40% Fixed and 60% Performance-Based | | Benefits and Perquisites | Establishes limited perquisites in line with market practice, as well as health and welfare benefits on the same basis as our general employee population | -- | Fixed |

  12. Executive Summary

    2024 CEO Compensation Highlights The following are key highlights regarding Mr. Kennedy’s compensation package: • Salary: During 2024 Mr. Kennedy’s salary increase was limited to 3%, despite the resultant salary being at a level below the 50th percentile of the Company’s Executive Compensation Peer Group. • STI (Cash) Incentive: The STI (Cash) incentive for 2024 (paid in March 2025) was calculated based on 75% Company performance, which was deemed to be achieved at Target level, and 25% individual/strategic performance, which was deemed to be achieved at Target+ level. This was a change from prior years where the CEO (and CFO) were based on 100% Company performance. The change is aligned with current market practices, and was made due to the Company’s strategic focus on growth and expansion, particularly the New York expansion, as well as other strategic initiatives, that will impact earnings in the short-term but benefit the Company in the longer term. A portion of the CEO’s (and CFO’s) compensation is now tied to individual/strategic performance that does not yet benefit specific Company financial performance (or might not benefit specific Company financial performance, but will benefit the Company on the whole). • LTI (Restricted Stock Units/Phantom Stock Units) Incentive: The long-term incentive award granted to Mr. Kennedy in March 2024 (in Phantom Stock Units) was based 100% on 2023 Company performance, which was deemed to be at Threshold. 60% of the LTI vests solely based on Company performance at the end of a prospective three-year period (cliff vest). For these performance-based shares, vesting can be as low as zero, depending on performance.

  13. Long-Term Incentive Plan

    Long-Term Incentive Plan As part of the shareholder engagement discussed above, the institutional shareholders expressed their concern with dilution caused by granting and vesting of restricted stock units. In response to the vote and shareholder feedback, 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. 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. Additionally, for the 2024 STI and LTI (paid/granted in March 2025), the Company reallocated a portion of LTI (equity incentives) into STI (cash incentives). Such reallocation: ➣ allows the Company to issue less shares and/or phantom shares going forward; ➣ helps address “high equity burn rate” and “high shareholder dilution” concerns of ISS, Glass Lewis, and certain institutional shareholders, related to the Company’s equity incentive plans; ➣ does not affect the total of cash incentive plus equity incentive (it just affects the mix of the two); ➣ still leaves a higher percentage of equity incentive vs cash incentive, but less so than before such reallocation; and ➣ still leaves the Company well within its executive compensation peer group when considering overall cash compensation compared to equity compensation.

  14. Elements of Compensation and Decisions

    EPP The EPP consisted of the following two components: 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/strategic performance (maximum of 25% weighting); and • LTI Awards that provide annual restricted “equity” unit awards (restricted phantom stock awards for 2024 grants; restricted stock awards for 2023 and prior) 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-year period. (A five-year vesting period was utilized for time-vested shares granted in 2020, 2021, 2022, and 2023. A three-year period was reinstated for 2024.) 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. The percentages referenced in the chart with respect to the STI Awards (Cash) and LTI Awards (Restricted Stock Units or Phantom Stock Units) refer to percentages of base salary.

  15. Elements of Compensation and Decisions

    | | | | STI Awards (Cash) - March | | | LTI Awards (Equity) - March 2025 | | | | | Performance re STI | | 2025 Payment (1) | | | Grant (1) | | | | | Company | Individual | Threshold | Target | Max | Threshold | Target | Max | | Douglas L. Kennedy President and Chief Executive Officer (2) | 75% | 25% | 60% | 85% | 125% | 60% | 95% | 150% | | Frank A. Cavallaro Senior EVP, Chief Financial Officer (2) | 75% | 25% | 45% | 60% | 95% | 55% | 90% | 135% | | Robert A. Plante EVP, Chief Operating Officer | 75% | 25% | 32.5% | 45% | 70% | 35% | 55% | 90% | | John P. Babcock Senior EVP, President of Private Wealth Management | 75% | 25% | 45% | 60% | 95% | 35% | 55% | 90% | | Gregory M. Smith Senior EVP, President of Commercial Banking | 75% | 25% | 45% | 60% | 95% | 55% | 90% | 135% |

  16. Elements of Compensation and Decisions

    (1) Percentages shown are as reallocated as described under “Long-Term Incentive Plan”. For LTI percentages utilized in the March 2024 grant, see LTI tables following. (2) For Mr. Kennedy and Mr. Cavallaro, the STI Awards – cash incentive (paid in March 2025) and the LTI Awards – equity incentive (granted in March 2025) was based on 75% Company Performance and 25% Individual/Strategic Performance. This was a change from prior years where the CEO and CFO were based on 100% Company performance. The change is aligned with current market practices, and was made in light of the Company’s strategic focus on growth and expansion, particularly the New York expansion, as well as other strategic initiatives, that will impact earnings in the short-term but benefit the Company in the longer term. A portion of CEO and CFO compensation is now tied to individual/strategic performance that does not yet benefit specific Company financial performance (or might not benefit specific Company financial performance), but will benefit the Company on the whole. In formulating the EPP, the Committee also considered internal policies and relevant guidance from bank regulatory authorities that direct the Committee to ensure that compensation incentive programs do not jeopardize the safety and soundness of the Company or the Bank. To that end, the Committee believes that the EPP and the Company’s other incentive compensation policies: appropriately balance risk and reward; are compatible with effective controls and procedures; and • are supported by strong corporate governance, including active oversight by the Committee. The Committee has discretion to make awards that are less than or greater than awards calculated by the EPP. The Committee also may change, modify or discontinue the EPP at any time, including during the course of a particular year. The Committee may take into account the following factors: • the safety and soundness of the Company; • unexpected events that occur during the year; • the Company’s performance relative to its peer group; • regulatory changes; and • extraordinary efforts in achieving financial, non-financial, and/or strategic goals. While the Committee has the discretion to modify awards, this discretion is not expected to be utilized routinely. Short Term Incentive Awards - Performance Calculation As described and shown previously under 2024 Executive Performance Plan Results, the Committee concluded Company performance was at the Target level for 2024. Individual/strategic performance ratings are based on five levels- 5=maximum; 4=target+; 3=target; 2=threshold+; 1=threshold. For the NEOs (other than the CEO), the individual/strategic performance rating was determined by the CEO and accepted by the Compensation Committee. Among other things, the CEO considered: each individual’s responsibilities as included in the budget, wherever applicable; each individual’s contribution to prior year results, wherever applicable; contribution to the success of the New York Expansion initiative; and the achievement of various goals and targets previously set at the beginning of the fiscal year, including personal accountability for critical performance with respect to standard banking industry company metrics, such as deposit growth, loan growth, credit quality, efficiency ratio, and other such goals. The use of individual goals represents the clear assignment of direct personal accountability for specific financial, organizational, operational and risk management objectives, the attainment of which contribute significantly to the Company’s performance. We believe the assignment of personal accountability in the form of individual goals has strengthened the effectiveness of our executive compensation program and has a positive impact on the performance of our named executive officers. For the CEO, the individual/strategic performance rating was determined by the Chairman of the Board (also Chairman of the Compensation Committee) and accepted by the Compensation Committee. The CEO’s individual performance rating was deemed to be target+ for 2024. In addition to all of the above that applied to assessing the CEO’s performance, the Chairman and Committee also noted the following, in its evaluation of Mr. Kennedy: • Led the recruitment and hiring of the NY Team, with successful integration and 2024 results well above target. • The Bank successfully rebranded to Peapack Private Bank & Trust on January 1, 2025. • Identified and introduced to the Company various strategic opportunities. • The Bank was selected by American Banker “Best Banks to Work For” for the 7th consecutive year (2018-2024). • The Bank was selected by Crain’s Best Places to Work - NYC, after less than 6 months of operation in NY. • The Bank earned an above average 2024 NPS (Net Promoter Score) of 57 (reflecting a 16-point gain compared to 2023). • Led significant enterprise-wide operational, structural, and process changes to support the Bank’s private banking model – relationship manager, single point of contact, 24x7, etc. The Bank transformed its balance sheet to a more liquid, lower cost balance sheet, through growth in lower cost core/relationship deposits; reduction in higher cost wholesale and other non-relationship deposits; and reduction in higher cost borrowings. The following table shows the cash portion of the EPP as calculated.

  17. Elements of Compensation and Decisions

    LTI Awards (Restricted Stock Units or Phantom Stock Units) The LTI plan is split between performance-based (60%) and time-based (40%) 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/strategic 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(1) (2). The time-based shares vest ratably over three years(3). For the March 2024 LTI (restricted phantom stock unit incentives) grants, the percentage subjected to cliff vesting at the end of a three-year performance period was 60% of the grant, with 40% time vested over the prospective period. 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. (1) The 2024 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. 30% EPS Growth b. 30% Total Shareholder Return c. 20% Core Deposit Growth d. 20% Two Credit Quality metrics (2) Depending on performance relative to peers, performance vesting can be as low as zero (3) The plan calls for the vesting of time-based awards over three-years, however, the Committee decided, beginning in 2020, to increase the vesting to a five-year period, which reverted back to three years in 2024. 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 2024 based on 2023 Company and individual/strategic performance. Individual/strategic performance was not considered for Mr. Kennedy and Mr. Cavallaro since those grants were entirely based on the performance of the Company. The individual performance of the other named executive officers was determined by the CEO and accepted 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 2023 performance of the Company and the corresponding Company performance achievement as it relates to payouts for the annual LTI (restricted phantom stock units) awards in March 2024. Company performance related to long-term incentive awards is based on pre-tax income before provision for loan losses (weighted 40%) and earnings per share (weighted 60%), 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.

  18. Elements of Compensation and Decisions

    | LTI Plan | % of Grant NEOs | Performance Metric | Vesting Length | Vesting Type | Grant Value Determination | # of shares vested | | | | Time-Vested Shares | 40% | n/a | 3 years | 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, core deposit growth and credit quality (for 2024 grants) | 3 years | Cliff | Prior year's Company and individual performance considered | Threshold 25th percentile = approximately 55% of grant | Target 50th percentile = 100% of grant | Maximum 75th percentile = approximately 165% of grant |

  19. Elements of Compensation and Decisions

    | Company at Threshold; Individual as rated | 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 | $617,208 | 25,803 | 75% | $246,878 | 10,321 | $370,329 | 15,482 | | Frank A. Cavallaro Senior EVP, Chief Financial Officer | $262,474 | 10,973 | 70% | $104,985 | 4,389 | $157,489 | 6,584 | | Robert A. Plante EVP, Chief Operating Officer | $194,517 | 8,132 | 51% | $77,812 | 3,253 | $116,706 | 4,879 | | John P. Babcock Senior EVP, President of Private Wealth Management | $495,048 | 20,696 | 87% | $198,010 | 8,278 | $297,039 | 12,418 | | Gregory M. Smith Senior EVP, President of Commercial Banking | $323,040 | 13,505 | 87% | $129,216 | 5,402 | $193,824 | 8,103 |

  20. Elements of Compensation and Decisions

    | Policy | Description | | Stock Ownership | Our named executive officers are subject to meaningful stock ownership guidelines, with which all NEOs are in compliance. | | Clawback | All awards (cash and equity) made under the EPP are subject to clawback. | | 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. |

  21. 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 consistent 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. The Committee has 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 for each year since 2013. Aon was retained again for 2025. 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.

  22. 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 2023, the Committee reviewed compensation information provided by Aon that the Committee used to set 2024 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 $7.5 billion when selected (comparable to the Company’s $6.5 billion at December 31, 2023, and $7.0 billion at December 31, 2024), and median revenue of $287 million (comparable to the Company’s $231 million for 2023 and $228 million for 2024. The peer group consisted of the following 20 banks:

  23. 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. Benefits/Other Compensation The Company through the Bank 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 Bank 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 Bank 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 a portion of their base pay (up to a maximum of $23,000 in 2024). Annually, the Bank 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 Bank 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 Bank 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 Bank. 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 Bank in offsetting the rising costs of employee benefits by providing the Bank with current income prior to the death of an insured, and a lump-sum payment upon the death of an insured. The Bank 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 Bank 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 Bank and provides a supplemental 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

  24. Compensation Review

    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, the Company and/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.

  25. 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 2024, see the “Compensation Discussion and Analysis” above.

  26. 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 Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Douglas L. Kennedy | 2024 | 847,690 | - | 617,208 | 762,921 | 47,404 | 424,133 | 2,699,356 | | President & CEO of Peapack- | 2023 | 823,000 | - | 1,352,333 | 370,350 | 35,724 | 422,920 | 3,004,327 | | Gladstone and the Bank | 2022 | 731,000 | - | 1,352,326 | 657,900 | 6,202 | 322,620 | 3,070,048 | | Frank A. Cavallaro | 2024 | 386,250 | - | 262,474 | 248,624 | - | 20,700 | 918,048 | | Senior Executive Vice | 2023 | 375,000 | - | 149,970 | 112,500 | - | 38,077 | 675,547 | | President and CFO of Peapack- | 2022 | 57,693 | 200,000 | - | - | - | - | 257,693 | | Gladstone and the Bank | | | | | | | | | | Robert A. Plante | 2024 | 390,988 | - | 194,517 | 188,163 | - | 20,700 | 794,368 | | Executive Vice President | 2023 | 379,600 | - | 419,725 | 92,528 | - | 19,800 | 911,653 | | and Chief Operating Officer | 2022 | 365,000 | - | 419,741 | 164,250 | - | 19,800 | 968,791 | | of Peapack-Gladstone | | | | | | | | | | and the Bank | | | | | | | | | | John P. Babcock | 2024 | 582,774 | - | 495,048 | 375,124 | 23,702 | 223,520 | 1,700,168 | | Senior Executive Vice President | 2023 | 565,800 | - | 926,478 | 198,380 | 17,862 | 222,326 | 1,930,846 | | of Peapack-Gladstone | 2022 | 545,000 | - | 926,477 | 327,000 | 3,101 | 172,094 | 1,973,672 | | and President of Private | | | | | | | | | | Wealth Management | | | | | | | | | | Gregory M. Smith | 2024 | 380,276 | - | 323,040 | 244,779 | - | 20,700 | 968,795 | | Senior Executive Vice | 2023 | 369,200 | - | 603,472 | 129,220 | - | 19,800 | 1,121,692 | | President and President of | 2022 | 355,000 | - | 577,981 | 213,000 | - | 19,800 | 1,165,781 | | Commercial Banking of | | | | | | | | | | Peapack-Gladstone and the Bank | | | | | | | | |

  27. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of restricted stock units and phantom stock unit awards in accordance with ASC 718 on the date of grant. See "Compensation Discussion and Analysis - Elements of Compensation and Decisions - Long-Term Incentive Awards" for a discussion of how these grants were calculated. (2) Amounts represent short-term incentive awards (cash) paid in the first quarter of 2025 under our EPP based on 2024 performance achievement. See “Compensation Discussion and Analysis - Elements of Compensation and Decisions - 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 2024. The table excludes perquisites that did not exceed $10,000 in the aggregate for each named executive officer.

  28. Summary Compensation Table

    | Name | Company Contributions to 401(k) Plan | Deferred Retention Award Plan (A) | BOLI Premiums | Total | | Douglas L. Kennedy | $20,700 | $400,000 | $3,120 | $423,820 | | Frank A. Cavallaro | 20,700 | - | - | 20,700 | | Robert A. Plante | 20,700 | - | - | 20,700 | | John P. Babcock | 20,700 | 200,000 | 2,820 | 223,520 | | Gregory M. Smith | 20,700 | - | - | 20,700 |

  29. Summary Compensation Table

    (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, provided that the rate will not exceed 7.5%.

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following tables set forth additional detail regarding 2024 incentive compensation non-equity (cash) and stock award grants under the Executive Performance Plan.

  31. 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 | $508,614 | $720,537 | $1,059,613 | $762,921 | | Frank A. Cavallaro | 173,812 | 231,750 | 366,744 | 248,624 | | Robert A. Plante | 127,071 | 175,945 | 273,692 | 188,163 | | John P. Babcock | 262,248 | 349,664 | 553,344 | 375,124 | | Gregory M. Smith | 171,124 | 228,166 | 361,072 | 244,779 |

  32. Grants of Plan-Based Awards

    (1) 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 Target and individual/strategic performance that was rated at Target+. See “Compensation Discussion and Analysis – Short-Term Incentive Awards (Cash).”

  33. Grants of Plan-Based Awards

    | | Estimated Payouts Under the Long-Term (Stock) Incentive Plan | | | | | | | | | | | | Grant Date | | | | Performance Based Awards | | | Time Based Awards: | Fair Value of | | | Name | Threshold (#) | Target (#) (1) | Maximum (#) | Number of Units (2) | Stock Awards (3) | Grant Date | | Douglas L. Kennedy | 8,515 | 15,482 | 25,545 | 10,321 | $617,208 | 3/20/2024 | | Frank A. Cavallaro | 3,621 | 6,584 | 10,864 | 4,389 | 262,474 | 3/20/2024 | | Robert A. Plante | 2,683 | 4,879 | 8,050 | 3,253 | 194,517 | 3/20/2024 | | John P. Babcock | 6,830 | 12,418 | 20,490 | 8,278 | 495,048 | 3/20/2024 | | Gregory M. Smith | 4,457 | 8,103 | 13,370 | 5,402 | 323,040 | 3/20/2024 |

  34. Grants of Plan-Based Awards

    (1) Target represents number of restricted phantom 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, core deposit growth and credit quality metrics relative to a peer group. (2) Represents number of restricted phantom stock units granted. The awards are time-based and vest in three 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 multiplied by (a) the number of performance-based awards at the target level and (b) the number of time-based awards. See “Compensation Discussion and Analysis – Elements of Compensation and Decisions - Long Term Incentive Awards (Restricted Stock Units).”

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table represents restricted stock units and phantom stock units outstanding for each named executive officer as of December 31, 2024. The market value of restricted stock units and phantom stock units that have not vested is calculated using our closing market price of $32.05 as of December 31, 2024. There were no outstanding options for any of the named executive officers as of December 31, 2024.

  36. Outstanding Equity Awards at Fiscal Year-End

    | | Restricted or Phantom Stock Units | | | | | | Name | Grant Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested (8) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested (8) | | Douglas L. Kennedy | 3/20/2020 | 6,518(2) | $208,902 | - | $- | | | 3/20/2021 | 5,653(2) | 181,179 | - | - | | | 3/20/2022 | 11,026(3) | 353,383 | 18,374(4) | 588,887 | | | 3/20/2023 | 13,978(3) | 447,995 | 26,208(5) | 839,966 | | | 3/20/2024 | 10,321(6) | 330,788 | 15,482(7) | 496,198 | | Frank A. Cavallaro | 3/20/2023 | 3,230(1) | 103,522 | - | - | | | 3/20/2024 | 4,389(6) | 140,667 | 6,584(7) | 211,017 | | Robert A. Plante | 3/20/2020 | 2,029(2) | 65,029 | - | - | | | 3/20/2021 | 1,717(2) | 55,030 | - | - | | | 3/20/2022 | 3,423(3) | 109,707 | 5,703(4) | 182,781 | | | 3/20/2023 | 4,339(3) | 139,065 | 8,134(5) | 260,695 | | | 3/20/2024 | 3,253(6) | 104,259 | 4,879(7) | 156,372 | | John P. Babcock | 3/20/2020 | 4,626(2) | 148,263 | - | - | | | 3/20/2021 | 3,998(2) | 128,136 | - | - | | | 3/20/2022 | 7,556(3) | 242,170 | 12,588(4) | 403,445 | | | 3/20/2023 | 9,576(3) | 306,911 | 17,955(5) | 575,458 | | | 3/20/2024 | 8,278(6) | 265,310 | 12,418(7) | 397,997 | | Gregory M. Smith | 3/20/2020 | 2,928(2) | 93,842 | - | - | | | 3/20/2021 | 1,506(2) | 48,267 | - | - | | | 3/20/2022 | 4,713(3) | 151,052 | 7,853(4) | 251,689 | | | 3/20/2023 | 6,238(3) | 199,928 | 11,695(5) | 374,825 | | | 3/20/2024 | 5,402(6) | 173,134 | 8,103(7) | 259,701 |

  37. Outstanding Equity Awards at Fiscal Year-End

    (1) Restricted stock units vest 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. Phantom stock 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. Restricted stock units vest 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. (5) 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. (6) Phantom stock vests in three 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. (7) Performance-based phantom stock, which will cliff vest in three years based on the achievement of EPS growth, total shareholder return, credit quality metrics and core deposit growth over a three-year period compared to an established peer group. Upon termination of employment by reason of death of 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. (8) Based on a closing price of Company common stock of $32.05 on December 31, 2024.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table represents the vesting of restricted stock units during 2024. There were no stock options exercised by any named executive officers in 2024.

  39. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized On Vesting (1) | | Name | (#) | ($) | | Douglas L. Kennedy | 7,168 | 171,459 | | Frank A. Cavallaro | 1,614 | 38,607 | | Robert A. Plante | 2,224 | 53,198 | | John P. Babcock | 4,910 | 117,447 | | Gregory M. Smith | 3,172 | 75,874 |

  40. 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.

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  42. Nonqualified Deferred Compensation

    | | Company Contributions in 2024 | Aggregate Earnings in 2024 | Aggregate Balance as of December 31, 2024 | | Name | ($) | ($) (1) | ($) | | Douglas L. Kennedy | 400,000 | 158,013 | 2,417,107 | | Frank A. Cavallaro | - | - | - | | Robert A. Plante | - | - | - | | John P. Babcock | 200,000 | 79,006 | 1,208,554 | | Gregory M. Smith | - | - | - |

  43. Nonqualified Deferred Compensation

    (1) Above market interest of $47,404 for Mr. Kennedy and $23,702 for Mr. Babcock are included in the summary compensation table.

  44. 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.

  45. 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 | | | | 2024 | $2,699,356 | $2,908,284 | $1,095,345 | $1,195,001 | $107.60 | $130.90 | $32.99 | $1.85 | | 2023 | $3,004,327 | $2,478,130 | $1,159,935 | $925,306 | $99.38 | $115.64 | $48.85 | $2.71 | | 2022 | $3,070,048 | $3,239,967 | $1,380,828 | $1,416,241 | $123.17 | $116.10 | $74.25 | $4.00 | | 2021 | $2,523,657 | $3,753,878 | $1,103,177 | $1,711,909 | $116.48 | $124.74 | $56.62 | $2.93 | | 2020 | $2,214,020 | $2,499,668 | $1,016,938 | $1,118,518 | $74.42 | $91.29 | $26.19 | $1.37 |

  46. Pay Versus Performance

    1. Douglas L. Kennedy was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for the 2023 and 2024 years presented were 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.

  47. 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 | | 2024 | $2,699,356 | $(617,208) | $826,136 | $2,908,284 |

  48. 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 | | 2024 | $1,095,345 | $(318,770) | $418,426 | $1,195,001 |

  49. Pay Versus Performance

    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 for the year ended December 31, 2024. 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. We determined Diluted EPS 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 2024, 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. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  50. 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 | | 2024 | $817,840 | $143,247 | $- | $(134,951) | $- | $- | $826,136 |

  51. 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 | $422,391 | $52,253 | $- | $(56,218) | $- | $- | $418,426 |

  52. 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 five 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 five 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 five most recently completed fiscal years. List of Most Important Financial Performance Measures The following list 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 to Company performance for 2024. 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 • Core Deposit Growth Compared to Peer group

  53. 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 2024, our last completed fiscal year: ▪ The median of the annual total compensation of all employees of our Company was $107,993; and ▪ The annual total compensation of Mr. Kennedy, our CEO, was $2,492,621. Based on this information, the ratio for 2024 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 23 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, 2024, our employee population consisted of approximately 630 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 2024. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2024, 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 2024 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 2024 Summary Compensation Table.

  54. 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 section entitled “Compensation Discussion and Analysis - Compensation Review - 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 the executive officer had terminated employment with the Company effective December 31, 2024, 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.

  55. 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 | $- | $- | $- | $1,695,380 | $4,229,220 | | Equity Acceleration (4) | 2,620,312 | - | 2,620,312 | - | 2,620,312 | | Phantom Acceleration (4) | 826,986 | | 826,986 | | 826,986 | | Welfare Benefits Continuation | - | - | - | - | 50,520 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 273,197 | | Total Benefit | $4,697,298 | $- | $3,447,298 | $1,695,380 | $8,000,235 | | Frank A. Cavallaro | | | | | | | Cash Severance | $- | $- | $- | $772,500 | $1,627,500 | | Equity Acceleration (4) | 103,522 | - | 103,522 | - | 103,522 | | Phantom Acceleration (4) | 351,684 | | 351,684 | | 351,684 | | Welfare Benefits Continuation | - | - | - | - | 56,572 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $455,206 | $- | $455,206 | $772,500 | $2,139,278 | | Robert A. Plante | | | | | | | Cash Severance | $- | $- | $- | $- | $1,062,661 | | Equity Acceleration (4) | 812,307 | - | 812,307 | - | 812,307 | | Phantom Acceleration (4) | 260,631 | | 260,631 | | 260,631 | | Welfare Benefits Continuation | - | - | - | - | 50,743 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $1,072,938 | $- | $1,072,938 | $- | $2,186,342 | | John P. Babcock | | | | | | | Cash Severance | $- | $- | $- | $1,165,548 | $2,600,352 | | Equity Acceleration (4) | 1,804,383 | - | 1,804,383 | - | 1,804,383 | | Phantom Acceleration (4) | 663,307 | | 663,307 | | 663,307 | | Welfare Benefits Continuation | - | - | - | - | 38,646 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 139,981 | | Total Benefit | $3,717,690 | $- | $2,467,690 | $1,165,548 | $5,246,669 | | Gregory M. Smith | | | | | | | Cash Severance | $- | $- | $- | $- | $1,124,699 | | Equity Acceleration (4) | 1,119,603 | - | 1,119,603 | - | 1,119,603 | | Phantom Acceleration (4) | 432,835 | | 432,835 | | 432,835 | | Welfare Benefits Continuation | - | - | - | - | 76,811 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $1,552,438 | $- | $1,552,438 | $- | $2,753,948 |

  56. 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. (3) 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 $32.05 as of December 31, 2024. (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 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.