Peapack Gladstone Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect thirteen directors to serve for one-year terms and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory 'Say on Pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Peapack Gladstone Financial Corp 2026 annual meeting?

Peapack Gladstone Financial Corp (PGC) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Peapack Gladstone Financial Corp 2026 meeting?

The record date for the Peapack Gladstone Financial Corp 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Peapack Gladstone Financial Corp's 2026 meeting?

The board is presenting 13 director nominees at the Peapack Gladstone Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Peapack Gladstone Financial Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Peapack Gladstone Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.