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; no overboarding, attendance, or TSR trigger concerns — PGC's 3-year return of +9.4% trails the peer median by 23.3 percentage points, which is below the 35-point threshold required to trigger a AGAINST vote for directors with low-positive absolute TSR.
Director since 2023, well within the 24-month new-director exemption period; exempt from TSR trigger and brings relevant wealth management experience from Deutsche Bank, HSBC, and Citi.
Director since 2014 with tenure overlapping the full 3-year measurement period; the 23.3-point underperformance versus peers falls short of the 35-point trigger threshold, so no TSR-based concern applies.
Director since 2000 with 15 years of public accounting experience at Coopers & Lybrand and 22 years of finance leadership; serves as a designated audit committee financial expert, and TSR underperformance does not breach the 35-point policy threshold.
Director since 2014 with extensive legal and banking background; the 23.3-point peer underperformance is below the 35-point trigger and no other policy flags apply.
Director since January 2026, well within the 24-month new-director exemption; brings relevant senior banking and risk management experience from HSBC and is exempt from the TSR trigger.
Director since 2012 with 32 years of trust and estate experience relevant to the bank's wealth management division; TSR underperformance at 23.3 points below peers does not breach the 35-point threshold.
Director since 2019 with marketing and brand-building expertise relevant to PGC's wealth management expansion; no overboarding or attendance flags and TSR trigger does not apply.
Director since 2018 and Audit Committee Chair; designated audit committee financial expert with senior KPMG and accounting firm CEO background, and TSR underperformance is below the policy threshold.
CEO and director since 2012; subject to the same TSR trigger as other directors, but the 23.3-point peer underperformance is below the 35-point threshold required to trigger an AGAINST vote, so no director-level TSR concern applies independently of the Say on Pay analysis.
Director since 1991 and Board Chairman; longest-tenured director with 47 years of strategic advisory experience; the 3-year peer underperformance of 23.3 points does not breach the 35-point trigger, and the 5-year gap of 7.2 points is well within policy tolerance.
Director since 2017 with deep cybersecurity expertise highly relevant to banking operations; no attendance, overboarding, or TSR trigger concerns apply.
Director since January 2026, within the 24-month new-director exemption; brings PwC advisory and governance experience relevant to compensation and risk oversight roles and is exempt from the TSR trigger.
All 13 directors receive a FOR vote. PGC's 3-year total shareholder return of +9.4% trails the compensation peer group median by 23.3 percentage points, which falls short of the 35-point underperformance threshold required to trigger AGAINST votes for companies with low-positive absolute TSR. Two directors (D'Erasmo and Walsh) joined in January 2026 and are exempt from the TSR trigger under the 24-month new-director rule. Patrick Campion joined in 2023 and is also within the exemption window. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Douglas L. Kennedy
Total Comp
$3,479,531
Prior Support
73%%
CEO Douglas Kennedy received total compensation of $3,479,531 in 2025, which is within a reasonable range for a CEO of a ~$590 million market cap community bank executing a significant geographic expansion strategy. The pay program is well-structured: the majority of compensation is variable and performance-linked, with 60% of long-term equity awards tied to measurable three-year performance goals (earnings per share growth, total shareholder return, core deposit growth, and credit quality versus peers), and the short-term cash bonus uses clear financial metrics with results verified against budget. Although the prior year Say on Pay received only 73% support — above the 70% threshold that would require visible program changes — the company proactively engaged its largest shareholders in early 2026, made meaningful disclosure improvements in response to their feedback, and the compensation structure itself drew no major concerns from those conversations. The compensation program includes strong governance features: a meaningful clawback policy, double-trigger change-in-control provisions for both cash and equity, no excise tax gross-ups, and anti-hedging and anti-pledging policies.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$669,900
Non-Audit Fees
$44,100
The non-audit fees of $44,100 represent approximately 6.6% of the core audit fees of $669,900, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — no AGAINST vote is assumed from missing data. Crowe LLP is a large national accounting firm appropriate for a company of PGC's size and complexity.
Overall Assessment
The 2026 Peapack-Gladstone annual ballot contains three standard proposals: election of 13 directors, a Say on Pay advisory vote, and ratification of Crowe LLP as auditor. All three receive FOR votes — no policy triggers fire on director TSR (peer underperformance of 23.3 points is below the 35-point threshold), the auditor fee structure is clean with non-audit fees well below 50% of audit fees, and the executive compensation program is majority performance-based with strong governance safeguards and proactive shareholder engagement following a 73% Say on Pay result in 2025.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing