PEAPACK GLADSTONE FINANCIAL CORP (PGC)
Sector: Financials
2026 Annual Meeting Analysis
PEAPACK GLADSTONE FINANCIAL CORP · Meeting: April 29, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with relevant commercial real estate expertise; PGC's 3-year TSR trails the compensation peer group median by 23.5 percentage points, which is below the 35-point threshold needed to trigger an against vote, so no TSR flag applies.
Director since 2023 with strong wealth management background; joined fewer than 36 months ago and the TSR trigger does not fire at the applicable threshold, so no concerns arise.
Director since 2014 with a long record of university leadership; the 3-year peer underperformance gap of 23.5 percentage points does not meet the 35-point trigger threshold for a low-positive-TSR company.
Director since 2000 with deep public accounting and finance experience; serves as an audit committee financial expert and the TSR underperformance gap does not breach the policy trigger.
Director since 2014 with extensive banking legal and risk expertise; the peer TSR gap of 23.5 percentage points falls well short of the 35-point trigger required for a company with low-positive absolute 3-year returns.
Appointed January 1, 2026, making her tenure under 24 months; the policy exempts newly appointed directors from the TSR trigger, and her senior banking background is relevant to the Risk Committee role.
Director since 2012 with 32 years of trust and estate legal experience directly relevant to the Bank's wealth management division; TSR underperformance gap does not reach the policy trigger.
Director since 2019 with broad marketing and consumer-brand experience; the 3-year peer underperformance of 23.5 percentage points does not meet the 35-point threshold to trigger an against vote.
Director since 2018 and Audit Committee Chair with a distinguished public accounting career at KPMG and Rothstein Kass; qualifies as an audit committee financial expert and the TSR trigger does not apply.
CEO and director since 2012 with 47 years of banking experience; as an executive director he is subject to the same TSR test, but the 23.5-percentage-point peer gap does not breach the 35-point trigger for a low-positive-TSR company, so no against vote is warranted on the TSR criterion.
Board Chairman and director since 1991 with extensive strategic advisory experience; the long-tenured director is fully subject to the TSR trigger, but the peer underperformance gap of 23.5 percentage points remains below the 35-point policy threshold.
Director since 2017 with deep cybersecurity expertise valuable to an expanding digital bank; no TSR trigger fires and no other policy flags apply.
Appointed January 1, 2026, placing her tenure under 24 months and therefore exempt from the TSR trigger; her PwC advisory and governance background is well-suited to the Compensation and Risk Committees.
All 13 director nominees pass the policy screens. PGC's 3-year stock return of 3.5% places it in the low-positive TSR tier, which requires a peer-group underperformance gap of at least 35 percentage points to trigger an against vote; the actual gap versus the compensation peer group median is 23.5 percentage points, comfortably below that threshold. No director is overboarded, none failed the 75% attendance requirement, two newly appointed directors (D'Erasmo, Walsh) are exempt from the TSR test, and the board includes documented audit committee financial experts. The vote on all 13 nominees is FOR.
Say on Pay
✓ FORCEO
Douglas L. Kennedy
Total Comp
$3,479,531
Prior Support
73%%
CEO Douglas Kennedy received total compensation of approximately $3.48 million in 2025, a level that is reasonable for a CEO leading a $7.5-billion-asset community bank executing a meaningful geographic expansion strategy. The pay program is well-structured: roughly 73% of the CEO's target pay is variable (short-term cash incentive, New York expansion incentive, and long-term equity awards), which exceeds the 50-60% variable-pay threshold required by policy, and 60% of equity grants are performance-based with vesting contingent on measurable three-year financial and shareholder return goals against a peer group. Prior-year shareholder support was 73%, above the 70% threshold that would require demonstrated remediation, and the company engaged proactively with shareholders in early 2026 and incorporated their feedback into enhanced disclosures on succession planning, the New York expansion, and incentive plan design. No individual pay threshold triggers were identified and the pay-for-performance structure is credible, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$669,900
Non-Audit Fees
$44,100
The non-audit fees paid to Crowe LLP in 2025 were $44,100 against audit fees of $669,900, making the non-audit ratio approximately 6.6%, well below the 50% threshold that would raise independence concerns. Auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire under policy; no material restatements were noted. Crowe LLP is a large national firm appropriate for a company of PGC's size and complexity.
Overall Assessment
The 2026 Peapack-Gladstone annual meeting presents three standard proposals: election of 13 directors, ratification of Crowe LLP as auditor, and an advisory vote on executive compensation. All three proposals pass the applicable policy screens and receive a FOR determination — director TSR underperformance falls below the trigger threshold, auditor fees are well within independence norms, and the CEO pay program is predominantly variable and performance-linked with adequate prior-year shareholder support.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing