Independent
Tenure on this board
8.7 yrs
13 nominees · 3 ballot items.
Elect 13 directors for one-year terms; approve, on a non-binding basis, the compensation of the Company’s named executive officers (Say-on-Pay); and ratify Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Elect thirteen directors to serve for one-year terms and until their successors are duly elected and qualified.
Non-binding, advisory 'Say on Pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (a Say-on-Pay vote). Management frames the compensation program as pay-for-performance with a mix of base salary, short-term cash incentives, a New York Performance Incentive, and long-term equity incentives (RSUs and phantom units) designed to align executive actions with long-term shareholder value and retention. The Compensation Committee emphasizes that incentives are tied to company financial metrics (EPS, pretax income, core deposit growth, loan growth) and multi-year performance vesting tied to relative peer performance for a significant portion of equity awards; it also notes risk‑controls, clawback policy, and stock ownership guidelines. The Board points to recent strategic context — notably accelerated investment in the New York metro expansion that temporarily pressured short‑term metrics but, management argues, strengthens long‑term franchise value — and explains that the Committee considered both short‑term results and long‑term strategic investments in determining payouts. The vote is advisory only; while the Board is not bound by the result, the Compensation Committee will consider shareholder feedback in setting future compensation. Management recommends a vote FOR, arguing the structure and outcomes appropriately balance retention, performance incentives, and risk controls and noting prior shareholder outreach (73% support in 2025) and ongoing engagement. For sophisticated evaluation, key issues include the weight of performance vs. time‑based equity, the peer group selection for long‑term measures (TSR and EPS relative ranking), the effect of one‑time or strategic investments on pay outcomes, and the existence of retention awards and deferred compensation arrangements that could magnify pay irrespective of performance. The Committee’s discretion to adjust awards provides flexibility that may mitigate or raise governance concerns depending on transparency and frequency of use; investors should weigh disclosed pay-for-performance linkages, recent vesting outcomes, and the company’s rationale relating to the New York expansion when assessing the merits of supporting the proposal.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.69% | 1,008,029 | $35M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.87% | 686,064 | $24M |
| 3 | PHILADELPHIA TRUST CO | 3.79% | 671,779 | $24M |
| 4 | BlackRock, Inc. | 3.53% | 624,687 | $22M |
| 5 | STATE STREET CORP | 2.92% | 516,912 | $18M |
| 6 | BlackRock, Inc. | 2.88% | 509,613 | $18M |
| 7 | Boston Partners | 2.80% | 496,272 | $17M |
| 8 | PEAPACK GLADSTONE FINANCIAL CORP | 2.79% | 494,255 | $17M |
| 9 | BROWN ADVISORY INC | 2.53% | 448,182 | $16M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.22% | 393,034 | $14M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.