DEF 14A of Peapack Gladstone Financial Corp, Mar 16, 2026

DEF 14A of Peapack Gladstone Financial Corp

Filed Mar 16, 2026 · FY20250001193125-26-108191

Open on EDGAR

  1. Table of Contents

    | Attending the Meeting | 1 | | Voting Information | 2 | | Corporate Governance | 4 | | Director Compensation | 10 | | Beneficial Ownership of Common Stock | 11 | | Proposal 1 – Election of Directors | 14 | | Proposal 2 – Advisory Vote on Compensation of Named Executive Officers. | 16 | | Proposal 3 – Ratification of the Appointment of the Independent Registered Public Accounting Firm. | 18 | | Compensation Discussion and Analysis | 20 | | Compensation Committee Report | 33 | | Executive Compensation | 34 | | Transactions with Related Persons | 43 | | Shareholder Proposals | 43 | | Other Matters | 44 | | Appendix A - Non-GAAP Reconciliation | A-1 |

  2. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee directors of Peapack-Gladstone who served during 2025. Douglas L. Kennedy, as a full-time employee of the Company and the Bank, was not compensated for his service as a director.

  3. DIRECTOR COMPENSATION

    | | Fees Earned | | | Total Shares Outstanding | | Name | Cash (1) | Stock Awards (2) | Total | 12/31/2025 (3) | | Carmen M. Bowser | $66,000 | $49,496 | $115,496 | 1,675 | | Patrick M. Campion | 72,000 | 49,496 | 121,496 | 1,675 | | Susan A. Cole | 55,000 | 49,496 | 104,496 | 1,675 | | Anthony J. Consi, II | 98,000 | 49,496 | 147,496 | 1,675 | | Richard Daingerfield | 120,000 | 76,978 | 196,978 | 2,605 | | Edward A. Gramigna, Jr. | 113,000 | 71,481 | 184,481 | 2,419 | | Peter D. Horst | 51,000 | 49,496 | 100,496 | 1,675 | | Steven A. Kass | 130,000 | 88,000 | 218,000 | 2,978 | | F. Duffield Meyercord | 179,000 | 184,481 | 363,481 | 6,243 | | Patrick J. Mullen (4) | 83,000 | 49,496 | 132,496 | 1,675 | | Philip W. Smith, III (4) | 51,000 | 49,496 | 100,496 | 1,675 | | Tony Spinelli | 79,000 | 49,496 | 128,496 | 1,675 | | Beth Welsh (4) | 83,000 | 49,496 | 132,496 | 1,675 |

  4. DIRECTOR COMPENSATION

    | (1) In 2025, the Company paid each non-employee director a $25,000 annual retainer and a fee of $2,000 for each Board or committee meeting attended. See table below for additional fees received for service as chair of the Board or a committee of the Board. |

  5. DIRECTOR COMPENSATION

    | Cash Fees | Board Chair | Audit Committee Chair | Compensation Committee Chair | Risk Committee Chair | Nominating Committee Chair | | Additional Retainer | $80,000 | $25,000 | $13,000 | $15,000 | $10,000 |

  6. DIRECTOR COMPENSATION

    | (2) Represents the aggregated grant date fair market value of restricted stock units, which were awarded in March 2025 and vest on March 20, 2026. The fair market value is calculated in accordance with ASC 718 using a stock price of $29.95 on the grant date. | | (3) All outstanding shares as of December 31, 2025 are restricted stock units. | | (4) Retired as of December 31, 2025. |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each of Patrick J. Mullen, Philip W. Smith, III, and Beth Welsh retired as a director of the Company and the Bank on December 31, 2025. Diane D’Erasmo and Ellen C. Walsh, both with substantial experience in the New York market, were appointed to the Board of Directors of the Company and the Bank, effective January 1, 2026. The Board currently has 13 members. Peapack-Gladstone’s Nominating Committee has recommended to the Board that the 13 current directors be re-elected for one-year terms expiring at Peapack-Gladstone’s 2027 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 (as of December 31, 2025) 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

    | Nominees for Director | | | Carmen M. Bowser Age: 71 Director since: 2017 | Skills / Qualifications / Positions Held: • Retired; Extensive experience in the commercial real estate market • Former Managing Vice President, Commercial Real Estate Division, Capital One Bank • Former Managing Director, Prudential Mortgage Capital Company | | | Ms. Bower’s expertise and leadership experience is invaluable to the oversight of the Bank’s commercial real estate portfolio. | | Patrick M. Campion Age: 64 Director since: 2023 | Skills / Qualifications / Positions Held: • Retired; Extensive experience in the wealth management business • Former Americas Region Head-Wealth Management at Deutsche Bank • Served 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 Age: 83 Director since: 2014 | Skills / Qualifications / Positions Held: • Retired; Former President of Montclair State University | | | Dr. Cole has 23 years of experience as President of Montclair State University (the second largest university in New Jersey, with approximately 20,000 students), which is invaluable to the oversight of Bank operations. | | Anthony J. Consi, II Age: 80 Director since: 2000 | Skills / Qualifications / Positions Held: • Retired; Former Senior Vice President of Finance and Operations, Weichert Realtors. | | | Mr. Consi has 15 years of public accounting experience at Coopers & Lybrand and 22 years of finance and operations leadership at Weichert Realtors. |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    | Richard Daingerfield Age: 72 Director since: 2014 | Skills / Qualifications / Positions Held: • Retired; Former Executive Vice President and General Counsel, Citizens Financial Group, Inc., Boston, Massachusetts • Expert in corporate governance, executive management, risk management, corporate banking and commercial banking | | | Mr. Daingerfield's broad legal experience with commercial and retail banking, including international and domestic private banking are invaluable to his role as Risk Committee Chair. | | Diane D'Erasmo Age: 71 Director since: 2026 | Skills / Qualifications / Positions Held: • Retired; Former Vice Chairman Emeritus of HSBC Bank USA, New York City • A member of key U.S. and Global Executive Committees • Board experiences in various organizations | | | Ms. D'Erasmo's broad experience in senior leadership roles across corporate banking, risk management, regulatory compliance, and diversity initiatives are invaluable to her role in the Risk Committee. | | Edward A. Gramigna, Jr. Age: 65 Director since: 2012 | Skills / Qualifications / Positions Held: • Partner at Faegre Drinker Biddle & Reath LLP • Former member of the Management Board of Faegre Drinker Biddle & Reath LLP | | | Mr. Gramigna's 32 years of experience in trust, estate planning and estate administration is invaluable to the oversight of our wealth management division. |

  11. NOMINEES FOR ELECTION AS DIRECTORS

    | Nominees for Director | | | Peter D. Horst Age: 64 Director since: 2019 | Skills / Qualifications / Positions Held: • Retired; Former Chief Executive Officer of PSB, a global research-based consultancy • 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. | | Steven A. Kass Age: 69 Director since: 2018 | Skills / Qualifications / Positions Held: • Retired; Senior partner of KPMG from 2014 to 2016 • Former Chief Executive Officer of Rothstein Kass, an accounting firm that specialized in audit, tax and advisory services to hedge funds, private equity and venture capital clients | | | 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 Age: 69 Director since: 2012 | Skills / Qualifications / Positions Held: • President and CEO of Peapack-Gladstone and the Bank since 2012 • Former Executive Vice President & Market President at Capital One Bank/North Fork • Held key executive 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, in which he has demonstrated business leadership, judgment and vision. |

  12. NOMINEES FOR ELECTION AS DIRECTORS

    | F. Duffield Meyercord Age: 79 Director since: 1991 | Skills / Qualifications / Positions Held: • Chairman of the Board of Peapack-Gladstone and the Bank • Partner of Carl Marks Advisors • President, Meyercord Advisors, Inc. | | | Mr. Meyercord has 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. | | Tony Spinelli Age: 58 Director since: 2017 | Skills / Qualifications / Positions Held: • Vice President, Field Chief Security office, Halcyon, an anti-ransomware company • Former Senior Vice President, Chief Information Security Officer, Capital One Bank • Former Senior Vice President, Chief Information Security Officer, Equifax. | | | Mr. Spinelli’s expertise in cybersecurity, security engineering and compliance provides insight into emerging threats to the Company and our clients. | | Ellen C. Walsh Age: 57 Director since: 2026 | Skills / Qualifications / Positions Held: • Retired; Former Senior Partner at PricewaterhouseCoopers, Advisory practice for the U.S. Insurance Sector, New York City • Former member of the PwC Board of Partners and Principals • Served as the Governance Committee Chair and member of the Management Evaluation and Compensation Committee. | | | Ms. Walsh's experience in advisory practice for the financial service sector and in senior leadership committee are invaluable to her roles in the Compensation Committee and the Risk Committee. |

  13. 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.

  14. Executive Summary

    | Element | Form | Vesting / Performance Period | Purpose | | Base salary | Cash | Ongoing | Competitive within the context of compensation culture in order to attract and retain talented executives | | Short Term Incentive (STI) | Cash | 1 year | Encourages achievement of short-term strategic and financial performance metrics that create long-term shareholder value | | New York Performance Incentive (NYPI) | Cash | 2 years | Encourages the successful execution of the Bank's strategy of expanding into the New York Metro area. | | Long Term Incentive (LTI) | Restricted Stock Units or Phantom Stock Units | 3 years | Encourages achievement of long-term strategic and financial performance metrics that create long-term shareholder value |

  15. Executive Summary

    In determining 2025 incentive outcomes, the Committee evaluated Company performance in the context of purposeful strategic investments undertaken to expand throughout the greater Metropolitan New York region. While these investments temporarily pressured certain short-term metrics, including EPS and TSR, the Committee observed strengthening earnings momentum, improving operating leverage, enhanced funding mix, and sustained client satisfaction as the year progressed. The Committee believes this balanced evaluation appropriately aligns executive compensation with disciplined financial performance and sustained franchise value creation. 2025 EPP Results For STI, the Company’s 2025 adjusted results were 12% over budget (112% of budget), resulting in the Company achieving the Max level for the March 2026 grant. • For LTI, the Company’s 2024 adjusted performance was at budget, resulting in the Company achieving Target level performance for the March 2025 grant. The graphs below depict the actual 2025 compensation components for the CEO and other NEOs: (1) Weighted average of the NEOs than the CEO 2025 CEO Compensation Highlights The following are key highlights regarding Mr. Kennedy’s compensation package: • Base Salary: During 2025 Mr. Kennedy received a 3% merit increase, as well as a market adjustment to bring his salary in line with the approximate median of the peer group detailed later in this CD&A. • STI (Cash) Award: The STI award for 2025 (paid in March 2026) was calculated based on 75% Company performance, which was deemed to be achieved at Max level, and 25% individual/strategic performance, which was deemed to be achieved at Target+ level. • NYPI (Cash) Award: The NYPI (Cash) award was paid in December 2025 and was based 100% on the Company’s 2024 performance as it related to NY core deposit growth and cost of funds. • LTI (Equity) Award: 60% of the LTI awards cliff vest in three years solely based on Company performance at the end of a prospective three-year period. For these performance-based shares, vesting can be as low as zero, depending on performance. 40% of the LTI is time based, with a three-year vesting period.

  16. Say-on-Pay / Shareholder Outreach

    Say-on-Pay / Shareholder Outreach At the 2025 Annual Meeting, 73% of votes cast were in favor of the say-on-pay proposal. While that is a decisive majority, the Company strives for better. We maintain an open dialogue with our shareholders and value their perspective. In early 2026, the Company contacted shareholders to discuss the Company's progress made in its strategic expansion into New York Metro area, the Company’s executive compensation practices, and any other items of interest. The Company spoke with three of its largest shareholders, among others. The CEO and the CFO participated in all meetings. The Chairman of the Board (also the Chairman of the Committee) participated in the meetings whenever a director was requested. Feedback regarding the New York Metro expansion strategy was generally favorable. There were no major concerns regarding the structure of our executive compensation plans. Discussions regarding other items was favorable as well. The Company received several suggestions regarding certain disclosures, as summarized below. The Company incorporated these disclosures elsewhere in this Proxy in response to these comments. • Add a discussion around succession planning. • Discuss how the Company incorporates, and views its NPS in its business, and in determining executive performance. • Discuss the New York expansion, including its success to date. Include a discussion as to how the large investment has impacted reported performance measures in the short term, and thus impacts certain pay vs performance measures, and affects vesting of performance shares. • Ensure it is clear that the metrics used in the Company’s Long-Term Incentive Plan’s performance shares vesting are different than those metrics used in the Short-Term Incentive Plan. • Ensure to include a robust board skills matrix within the Proxy.

  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 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 Committee's discussion 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) 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 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. Elements of Compensation and Decisions

    Elements of Compensation and Decisions We target our total compensation to be fair and appropriate considering market conditions, peer group comparisons, Company performance, individual performance, as well as our long-term strategic goals. We believe our compensation policies and practices appropriately balance risk against our desire to award competitive compensation and are unlikely to have an adverse effect on our Company. The elements of our compensation include base salary and incentives paid/granted under our Executive Performance Plan (short-term (cash) incentive awards, and long-term (equity / equity-like) incentive awards). Base Salary Our named executive officers’ base salaries are set to reflect a combination of factors, including, but not limited to level of responsibility, being competitive in the market, experience, skill set, and individual performance, as well as the Company’s compensation philosophy and overall performance. We design our base salaries in significant part to retain and attract talented executives who can help drive long-term shareholder value. We believe we must keep our base salaries competitive, within the context of our compensation culture, or risk losing executive talent, because the markets in which we operate present current and potential executives with higher-paying alternatives. The following summarizes the 2024 and 2025 base salaries for the Company’s named executive officers. The Company's NEOs each received a 3% merit increase in 2025. Messrs. Kennedy, Cavallaro and Smith also received market adjustments to bring their salaries in line with the approximate median of the Company's executive compensation peer group detailed later in this CD&A. All three of these individuals were rated Target + for their individual performance in both 2024 and 2025.

  19. Elements of Compensation and Decisions

    ▲ Short-term incentive awards (“STI Awards”) provides an annual cash incentive opportunity to the NEOs based on a mix of prior-year Company performance (75% weighting) and individual/strategic performance (25% weighting). Company performance related to STI Awards is based on earnings per share (40% weighting), pre-tax income before provision for credit losses (20% weighting), core deposit growth (20% weighting), and loan growth (20% weighting). This reflects a change from the prior year where the performance was based on earnings per share (60% weighting) and pre-tax income before provision for loan losses (40% weighting). The Committee felt it was appropriate to add two important strategic metrics (core deposit growth and loan growth) to this calculation. As regards the table below, see Appendix A for details and the non-GAAP reconciliation.

  20. Elements of Compensation and Decisions

    | 2025 Company Performance Measure | Weight | Threshold (80% of target) | Target/ Budget | Maximum (110% of target) | 2025 Adjusted Results | Weighted Result | | Diluted earnings per share (EPS) | 40% | $1.62 | $2.03 | $2.23 | $2.33 | 45.98% | | Pretax income before provision for loan losses (in millions) | 20% | $52.64 | $65.80 | $72.38 | $80.01 | 24.32% | | Core deposit (in billions) | 20% | $4.73 | $5.91 | $6.51 | $6.02 | 20.36% | | Loan balances (in billions) | 20% | $4.64 | $5.80 | $6.38 | $6.10 | 21.03% | | Company Performance Payout Factor | | | | | | 111.69% |

  21. Elements of Compensation and Decisions

    As the Company achieved a weighted 111.69% of the budget, the Committee determined Company performance to be at the Max level for 2025. 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 (who is also Chairman of the Compensation Committee). The CEO’s individual performance rating was deemed to be Target+ for 2025. The individual performance for the other NEOs was also deemed to be Target+ for 2025. In addition to all of the above that applied to the Chairman’s and the Committee’s assessment of the CEO’s performance, and the CEO’s and the Committee’s assessment of the other NEOs’ performance, the following was also considered in such assessments: • The New York Team continued with strong results throughout 2025. • Analyzed, recruited and hired six Long Island Teams, with successful integration and strong results for 2025. Analyzed, recruited and hired new leadership and producers for the Leasing Team, with successful integration and strong results for 2025. Delivered strong, disciplined growth across the Bank with nearly 1000 new relationships, nearly $2.0 billion in deposits and $1.3 billion in loans. Strengthened client experience, brand, market presence, and employee engagement: • Best‑in‑class Net Promoter Scores (NPS) (Bank Overall 65; Wealth 84; Commercial NY 84 - industry average is 41 with scores between 50-70 considered “excellent” by NPS Standards). • Successfully opened three flagship financial centers (300 Park Ave, Garden City, and Melville). • Executed a successful company‑wide rebrand to Peapack Private Bank & Trust. • Named “Best Banks to Work For” by American Banker for the 8th consecutive year, and Crain’s “Best Places to Work – NYC” for the 2nd consecutive year. • Modernized the operating and execution platform to support growth, including innovation and digital transformation. • Maintained strong risk management, controls, and regulatory outcomes. • Scaled credit and underwriting capacity without increasing risk, while maintaining strong independent loan review results. • Delivered record Wealth Management performance: • Grew Assets Under Administration/Management to $13.1 billion (+10%). • Generated $930 million in new managed assets. • Continued to transform the Bank’s balance sheet to a more liquid, lower-cost balance sheet, through significant growth in lower cost core/relationship deposits, reduction in higher cost wholesale and other non-relationship deposits, and growth in higher yielding, core relationship loans. • Accelerated the quarter end financial closing process, financial reporting, and earnings release timing. The following table shows the STI opportunities and total cash awarded (% as of base salary) based on 2025 performance, which was Max for the Company performance and Target + for each individual performance.

  22. Elements of Compensation and Decisions

    | | 2025 STI Opportunities - % of Salary | | | Actual Performance | | | | | | Named Executive Officer | Threshold | Target | Max | Company (75% wgt.) | Individual (25% wgt) | 2025 STI Payout | 2025 Base Salary Rate | Total 2025 STI Cash Paid | | Douglas L. Kennedy | 60% | 85% | 125% | 93.75% | 26.25% | 120.00% | $936,000 | $1,123,200 | | Frank A. Cavallaro | 45% | 60% | 95% | 71.21% | 19.37% | 90.58% | $475,000 | $430,261 | | Robert A. Plante | 32% | 45% | 70% | 52.50% | 14.37% | 66.87% | $402,718 | $269,317 | | John P. Babcock | 45% | 60% | 95% | 71.21% | 19.37% | 90.58% | $600,257 | $543,720 | | Gregory M. Smith | 45% | 60% | 95% | 71.21% | 19.37% | 90.58% | $440,000 | $398,558 |

  23. Elements of Compensation and Decisions

    LTI Awards (Restricted Stock Units) Long-term incentive awards (“LTI Awards”) are designed to motivate executives to focus on the achievement of the Company's long-term strategic plan and to further align Company executives with shareholders. In March 2025, the Committee approved the 2025 LTI Awards that provides annual restricted equity unit awards with 60% that cliff vest after a three-year period solely based on Company performance relative to a pre-determined peer group at the end of a prospective three-year period, and 40% that vest over a three-year period. For performance-based shares, vesting can be as low as zero, depending on performance.

  24. Elements of Compensation and Decisions

    | LTI Plan | % of Grant | Performance Metric | Vesting Length | Vesting Type | # of shares vested | | | | Performance-Vested Shares | 60% | 3-yr relative: - EPS Growth (30% wgt.) - TSR (30% wgt.) - Core deposit growth (20% wgt.) - Credit quality (20% wgt.) | 3 years | Cliff | Threshold 25th percentile = ~55% of grant | Target 50th percentile = 100% of grant | Maximum 75th percentile = ~ 165% of grant | | Time-Vested Shares | 40% | n/a | 3 years | Ratable | 100% of shares granted ratably over the prospective period | | |

  25. Elements of Compensation and Decisions

    | | 2025 LTI Opportunities - % of salary | | | Grant - 60% performance vested RSUs; 40% time vested RSUs | | | Actual | | Named Executive Officer | Threshold | Target | Max | % of Base Salary | $ Grant Date Value | Number of Shares * | % of Target | | Douglas L. Kennedy | 60% | 95% | 150% | 102% | $863,540 | 29,223 | 107% | | Frank A. Cavallaro | 55% | 90% | 135% | 96% | $369,316 | 12,498 | 106% | | Robert A. Plante | 35% | 55% | 90% | 59% | $232,115 | 7,855 | 108% | | John P. Babcock | 55% | 90% | 135% | 96% | $557,224 | 18,857 | 106% | | Gregory M. Smith | 55% | 90% | 135% | 96% | $363,613 | 12,305 | 106% |

  26. Elements of Compensation and Decisions

    * Based on grant date stock price of $29.55. The March 2025 LTI awards were determined based on Company performance during 2024, which was deemed to be at Target, and individual performance which was deemed to be at Target+ for all NEOs. See the Company’s 2025 Proxy for the discussion of 2024 performance. For comparative purposes, the March 2024 LTI awards were less than the March 2025 LTI awards because 2023 Company performance was deemed to be at Threshold. Performance shares granted in March 2023 were designed to vest between 0% to 165% of target based on the Company's three-year relative EPS growth (40% weighting), TSR (40% weighting) and credit quality metrics (20% weighting) compared to the pre-determined peer group. Based on the performance of the metrics that were determined at grant for the period January 1, 2023 through December 31, 2025, the Company ranked at approximately the 33rd percentile on a weighted average basis, resulting in the actual vesting of only 69% of the target performance shares. As noted previously, EPS Growth and TSR relative to peers have been negatively affected by the upfront expenses/investments related to the New York Expansion. 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%. In 2025, total contribution of $400,000 was made for Mr. Kennedy and $200,000 was made for Mr. Babcock. 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. Retention Performance Restricted Stock Unit Award Agreements The Company entered into Retention Performance Restricted Stock Unit Award Agreements (the “Agreements”) with each of Douglas Kennedy, President and Chief Executive Officer of the Company, and John Babcock, Senior Executive Vice President of the Company and President of Private Wealth Management, on February 6, 2026, and February 10, 2026, respectively. The purpose of the Agreements was to incentivize the executives to remain in the employ of the Company for the continuous period through December 31, 2028, to reward the executives for achieving certain Company performance goals specified in the Agreements, and to further align the interests of the executives with interests of shareholders. These Agreements are 100% performance-based, with vesting based upon discrete increases in the Company's stock price (100% for Mr. Kennedy; 50% for Mr. Babcock) and certain metrics related to the Wealth Management business (remaining 50% for Mr. Babcock), as well as the executives being employed through December 31, 2028. The Committee felt it was important, and in the best interests of the Company and shareholders, to strive to retain these two key executives for at least a three-year period while the Company is in the midst of its strategic New York Expansion, while setting high performance measures to receive such reward. The Agreements provide Messrs. Kennedy and Babcock with grants of performance-based restricted stock units (the “RSU”). Upon vesting, each RSU that is earned and vested will be settled in one share of Company common stock. Mr. Kennedy was granted 50,000 RSUs at 100% of target level, and Mr. Babcock was granted 32,000 RSUs at 100% of target level. The RSUs will be solely earned based on the level of achievement of certain metrics over the course of three annual performance periods ending on December 31, 2026, December 31, 2027, and December 31, 2028. RSUs earned during the performance periods will cliff vest on December 31, 2028. If the executive is not continuously employed with the Company through the December 31, 2028 vesting date (unless such termination is due to death, disability, involuntary termination, or following a change in control), no RSUs granted under the Agreement will vest regardless of whether the performance goals have been met or whether RSUs were considered earned in completed performance periods. No RSUs are earned under the Agreements unless certain performance goals are achieved. For Mr. Kennedy, 100% of the RSUs are earned based on the 30-day average stock price (the “Stock Price Metric”) of the Company measured at the end of each performance period. For Mr. Babcock, 50% of the RSUs are earned based on the Stock Price Metric, 30% of the RSUs are earned based on the dollar value of the assets under management of the wealth management division (“AUM Metric”), and 20% of the RSUs are earned based on the net direct margin of the wealth management division. The Agreements provide the opportunity to earn RSUs at a threshold level up to a super maximum level (as set forth in each Agreement), depending on achievement of performance goals set forth in each Agreement, and as described generally above. If performance is determined to be below the threshold level of achievement at the end of any performance period, then no RSUs will be earned for that performance period. In the event of a change in control, with respect to Mr. Kennedy’s Agreement, the RSUs will vest on or immediately prior to the effective date of the change in control based on the actual level achievement of the Stock Price Metric based on the value of the per share merger consideration to be exchanged for each share of Company common stock calculated as of the effective date of the definitive agreement that provides for the change in control; and with respect to Mr. Babcock’s Agreement, the RSUs subject to the Stock Price Metric will vest on or immediately prior to the effective date of the change in control, based on the value of the per share merger consideration to be exchanged for each share of Company common stock calculated as of the effective date of the definitive agreement that provides for the change in control, and the RSUs subject to the AUM Metric or the Margin Metric will vest on or immediately prior to the effective date of the change in control, based on the actual level achievement measured as of the end of the most recent year-end or financial quarter end, whichever is higher, or target, if higher. For further information, please see Form 8-K filed on February 11, 2026. Summary of Key Compensation Compliance Policies

  27. Elements of Compensation and Decisions

    | Policy | Description | | Stock Ownership | Our named executive officers are subject to meaningful stock ownership guidelines (see details in "Beneficial Ownership of Common Stock" section), with which all NEOs are in compliance. | | Clawback | Incentive-based awards 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. |

  28. 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 2024, the Committee reviewed compensation information provided by Aon that the Committee used to set 2025 executive compensation. The peer group for this study consisted of 20 commercial banks and thrifts selected by the Committee after considering recommendations from Aon. The selection criteria generally included: eastern half of the U.S. commercial banks and thrifts in a top 60 metropolitan statistical area with total revenue between $125 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 $7.8 billion when selected (comparable to the Company’s $7.1 billion at December 31, 2024, and $7.5 billion at December 31, 2025), and median revenue of $242 million (comparable to the Company’s $228 million for 2024 and $283 million for 2025. The peer group consisted of the following 20 banks:

  29. 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 $23,500 in 2025). 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 The Company and the Bank 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 of nonrenewal 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 1985, 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.

  30. Compensation Review

    Change in Control Agreement 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.

  31. 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 2025, see the “Compensation Discussion and Analysis” above.

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Douglas L. Kennedy | 2025 | $936,000 | $863,540 | $1,205,341 | $49,798 | $424,852 | $3,479,531 | | President & CEO of | 2024 | 847,690 | 617,208 | 762,921 | 47,404 | 424,133 | 2,699,356 | | Peapack-Gladstone | 2023 | 823,000 | 1,352,333 | 370,350 | 35,724 | 422,920 | 3,004,327 | | and the Bank | | | | | | | | | Frank A. Cavallaro | 2025 | 475,000 | 369,316 | 467,689 | - | 21,000 | 1,333,005 | | Senior Executive Vice President | 2024 | 386,250 | 262,474 | 248,624 | - | 20,700 | 918,048 | | and CFO of 'Peapack- | 2023 | 375,000 | 149,970 | 112,500 | - | 38,077 | 675,547 | | Gladstone and the Bank | | | | | | | | | Robert A. Plante | 2025 | 402,718 | 232,115 | 299,032 | - | 21,000 | 954,865 | | Executive Vice President and | 2024 | 390,988 | 194,517 | 188,163 | - | 20,700 | 794,368 | | Chief Operating Officer of | 2023 | 379,600 | 419,725 | 92,528 | - | 19,800 | 911,653 | | Peapack-Gladstone and the Bank | | | | | | | | | John P. Babcock | 2025 | 600,257 | 557,224 | 600,191 | 24,899 | 224,120 | 2,006,691 | | Senior Executive Vice President of | 2024 | 582,774 | 495,048 | 375,124 | 23,702 | 223,520 | 1,700,168 | | Peapack-Gladstone and President of | 2023 | 565,800 | 926,478 | 198,380 | 17,862 | 222,326 | 1,930,846 | | Private Wealth Management | | | | | | | | | Gregory M. Smith | 2025 | 440,000 | 363,613 | 435,407 | - | 21,000 | 1,260,020 | | Senior Executive Vice President and | 2024 | 380,276 | 323,040 | 244,779 | - | 20,700 | 968,795 | | President of Commercial Banking of | 2023 | 369,200 | 603,472 | 129,220 | - | 19,800 | 1,121,692 | | Peapack-Gladstone and the Bank | | | | | | | |

  33. 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 the short-term incentive awards (cash) paid in the first quarter of 2026 under our EPP based on 2025 performance achievement. Also included in this amount is the New York Performance Incentive Award paid in the fourth quarter of 2025 based on performance achievement. See “Compensation Discussion and Analysis - Elements of Compensation and Decisions - New York Performance Incentive Awards and 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 2025. The table excludes perquisites that did not exceed $10,000 in the aggregate for each named executive officer.

  34. Summary Compensation Table

    | Name | Company Contributions to 401(k) Plan | Deferred Retention Award Plan (A) | BOLI Premiums | Total | | Douglas L. Kennedy | $21,000 | $400,000 | $3,852 | $424,852 | | Frank A. Cavallaro | 21,000 | - | - | 21,000 | | Robert A. Plante | 21,000 | - | - | 21,000 | | John P. Babcock | 21,000 | 200,000 | 3,120 | 224,120 | | Gregory M. Smith | 21,000 | - | - | 21,000 |

  35. 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%.

  36. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following tables set forth additional detail regarding 2025 incentive compensation non-equity (cash) and stock award grants under the Executive Performance Plan.

  37. 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 | $561,600 | $795,600 | $1,170,000 | $1,123,200 | | Frank A. Cavallaro | 213,750 | 285,000 | 451,250 | 430,261 | | Robert A. Plante | 130,883 | 181,223 | 281,903 | 269,317 | | John P. Babcock | 270,116 | 360,154 | 570,244 | 543,720 | | Gregory M. Smith | 198,000 | 264,000 | 418,000 | 398,558 |

  38. 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 achieved at Threshold. (3) Assuming both Company and individual performance are achieved at Target. (4) Assuming both Company and individual performance are achieved at Maximum. (5) Actual cash payments were based on Company performance at Maximum and individual/strategic performance that was rated at Target+. See “Compensation Discussion and Analysis – Elements of Compensation and Decisions – Short-Term Incentive Awards (Cash).”

  39. Grants of Plan-Based Awards

    | | Estimated Payouts Under the New York | | | | | | (Cash) Performance Incentive Plan | | | | | Name (1) | Threshold ($) | Target ($) | Maximum ($) | Actual Cash Payments ($) (2) | | Douglas L. Kennedy | $32,424 | $72,054 | $100,875 | $82,141 | | Frank A. Cavallaro | 14,774 | 32,831 | 45,964 | 37,428 | | Robert A. Plante | 11,730 | 26,066 | 36,492 | 29,715 | | John P. Babcock | 22,291 | 49,536 | 69,350 | 56,471 | | Gregory M. Smith | 14,546 | 32,323 | 45,253 | 36,849 |

  40. Grants of Plan-Based Awards

    (1) Cash incentive was based 100% on Company performance. (2) See “Compensation Discussion and Analysis – Elements of Compensation and Decisions – New York Performance Incentive Awards (Cash).”

  41. 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 | 9,644 | 17,534 | 28,931 | 11,689 | $863,540 | 3/20/2025 | | Frank A. Cavallaro | 4,124 | 7,499 | 12,373 | 4,999 | 369,316 | 3/20/2025 | | Robert A. Plante | 2,592 | 4,713 | 7,776 | 3,142 | 232,115 | 3/20/2025 | | John P. Babcock | 6,223 | 11,314 | 18,668 | 7,543 | 557,224 | 3/20/2025 | | Gregory M. Smith | 4,061 | 7,383 | 12,182 | 4,922 | 363,613 | 3/20/2025 |

  42. Grants of Plan-Based Awards

    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, core deposit growth and credit quality metrics relative to a peer group. Represents number of restricted 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 $29.55 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 - LTI Awards (Restricted Stock Units).”

  43. 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, 2025. The market value of restricted stock units and phantom stock units that have not vested is calculated using our closing market price of $27.85 as of December 31, 2025. There were no outstanding options for any of the named executive officers as of December 31, 2025.

  44. 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 | 3/20/2021 | 2,828(2) | 78,760 | - | - | | | 3/20/2022 | 7,352(3) | 204,753 | - | - | | | 3/20/2023 | 10,484(3) | 291,979 | 26,208(4) | 729,893 | | | 3/20/2024 | 6,881(5) | 191,636 | 15,482(6) | 431,174 | | | 3/20/2025 | 11,689(1) | 325,539 | 17,534(7) | 488,322 | | Frank A. Cavallaro | 3/20/2023 | 1,615(1) | 44,978 | - | - | | | 3/20/2024 | 2,926(5) | 81,489 | 6,584 | 183,364 | | | 3/20/2025 | 4,999(1) | 139,222 | 7,499(7) | 208,847 | | Robert A. Plante | 3/20/2021 | 859(2) | 23,923 | - | - | | | 3/20/2022 | 2,283(3) | 63,582 | - | - | | | 3/20/2023 | 3,255(3) | 90,652 | 8,134(4) | 226,532 | | | 3/20/2024 | 2,169(5) | 60,407 | 4,879(6) | 135,880 | | | 3/20/2025 | 3,142(1) | 87,505 | 4,713(7) | 131,257 | | John P. Babcock | 3/20/2021 | 2,000(2) | 55,700 | - | - | | | 3/20/2022 | 5,040(3) | 140,364 | - | - | | | 3/20/2023 | 7,182(3) | 200,019 | 17,955(4) | 500,047 | | | 3/20/2024 | 5,520(5) | 153,732 | 12,418(6) | 345,841 | | | 3/20/2025 | 7,543(1) | 210,073 | 11,314(7) | 315,095 | | Gregory M. Smith | 3/20/2021 | 754(2) | 20,999 | - | - | | | 3/20/2022 | 3,143(3) | 87,533 | - | - | | | 3/20/2023 | 4,679(3) | 130,310 | 11,695(4) | 325,706 | | | 3/20/2024 | 3,602(5) | 100,316 | 8,103(6) | 225,669 | | | 3/20/2025 | 4,922(1) | 137,078 | 7,383(7) | 205,617 |

  45. 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, 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. (5) 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. (6) 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. (7) Performance-based restricted stock units, 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 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. (8) Based on a closing price of Company common stock of $27.85 on December 31, 2025.

  46. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table represents the vesting of restricted stock units during 2025. There were no stock options exercised by any named executive officers in 2025.

  47. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized On Vesting (1) | | Name | (#) | ($) | | Douglas L. Kennedy | 28,905 | 854,143 | | Frank A. Cavallaro | 1,615 | 47,723 | | Robert A. Plante | 8,970 | 265,064 | | John P. Babcock | 19,802 | 585,149 | | Gregory M. Smith | 12,419 | 366,981 |

  48. 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.

  49. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  50. Nonqualified Deferred Compensation

    | Name | Company Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) (1) | Aggregate Balance as of December 31, 2025 ($) | | Douglas L. Kennedy | 400,000 | 198,108 | 3,015,215 | | Frank A. Cavallaro | - | - | - | | Robert A. Plante | - | - | - | | John P. Babcock | 200,000 | 99,054 | 1,507,608 | | Gregory M. Smith | - | - | - |

  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 | | | | 2025 | $3,479,531 | $2,072,177 | $1,388,645 | $821,424 | $126.57 | $152.71 | $37.33 | $2.10 | | 2024 | $2,699,356 | $- | $1,095,345 | $- | $144.62 | $143.39 | $32.99 | $1.85 | | 2023 | $3,004,327 | $2,478,130 | $1,159,935 | $925,306 | $133.55 | $126.67 | $48.85 | $2.71 | | 2022 | $3,070,048 | $3,239,967 | $1,380,828 | $1,416,241 | $165.52 | $127.17 | $74.25 | $4.00 | | 2021 | $2,523,657 | $3,753,878 | $1,103,177 | $1,711,909 | $156.53 | $136.64 | $56.62 | $2.93 |

  53. Pay Versus Performance

    1. Douglas L. Kennedy was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for the 2023, 2024 and 2025 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 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.

  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 | | 2025 | $3,479,531 | $(863,540) | $(543,814) | $2,072,177 |

  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 | | 2025 | $1,388,645 | $(380,567) | $(186,654) | $821,424 |

  56. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025, 2024 and in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 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:

  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 | | 2025 | $708,805 | $(794,078) | $- | $(458,541) | $- | $- | $(543,814) |

  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 | | 2025 | $312,288 | $(333,649) | $- | $(165,293) | $- | $- | $(186,654) |

  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 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 2025. 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 • TSR Compared to Peer Group • Liquidity (Cash and 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 2025, our last completed fiscal year: ▪ The median of the annual total compensation of all employees of our Company was $113,822; and ▪ The annual total compensation of Mr. Kennedy, our CEO, was $3,479,531. Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 31 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, 2025, our employee population consisted of approximately 694 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 2025. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2025, 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 2025 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 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, 2025, 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 | $- | $- | $- | $1,872,000 | $5,096,763 | | Equity Acceleration (4) | 2,040,486 | - | 2,040,486 | - | 2,040,486 | | Phantom Acceleration (4) | 701,570 | | 701,570 | | 701,570 | | Welfare Benefits Continuation | - | - | - | - | 49,634 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 314,163 | | Total Benefit | $3,992,056 | $- | $2,742,056 | $1,872,000 | $8,202,616 | | Frank A. Cavallaro | | | | | | | Cash Severance | $- | $- | $- | $950,000 | $2,170,873 | | Equity Acceleration (4) | 348,069 | - | 348,069 | - | 348,069 | | Phantom Acceleration (4) | 309,831 | | 309,831 | | 309,831 | | Welfare Benefits Continuation | - | - | - | - | 53,708 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $657,900 | $- | $657,900 | $950,000 | $2,882,481 | | Robert A. Plante | | | | | | | Cash Severance | $- | $- | $- | $- | $1,181,762 | | Equity Acceleration (4) | 599,528 | - | 599,528 | - | 599,528 | | Phantom Acceleration (4) | 220,210 | | 220,210 | | 220,210 | | Welfare Benefits Continuation | - | - | - | - | 53,708 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $819,738 | $- | $819,738 | $- | $2,055,208 | | John P. Babcock | | | | | | | Cash Severance | $- | $- | $- | $1,200,514 | $2,926,144 | | Equity Acceleration (4) | 1,365,598 | - | 1,365,598 | - | 1,365,598 | | Phantom Acceleration (4) | 555,273 | | 555,273 | | 555,273 | | Welfare Benefits Continuation | - | - | - | - | 47,193 | | Life Insurance Benefit (5) (6) | 1,250,000 | - | - | - | 136,860 | | Total Benefit | $3,170,871 | $- | $1,920,871 | $1,200,514 | $5,031,068 | | Gregory M. Smith | | | | | | | Cash Severance | $- | $- | $- | $- | $1,369,558 | | Equity Acceleration (4) | 886,244 | - | 886,244 | - | 886,244 | | Phantom Acceleration (4) | 346,984 | | 346,984 | | 346,984 | | Welfare Benefits Continuation | - | - | - | - | 76,985 | | Life Insurance Benefit (5) (6) | - | - | - | - | - | | Total Benefit | $1,233,228 | $- | $1,233,228 | $- | $2,679,771 |

  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. (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 2025 Long-Term Incentive Plan and our 2024 Phantom Stock 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 $27.85 as of December 31, 2025. (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, 2025 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.