Peapack-Gladstone Financial Corporation (PGC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2025, to be held virtually; shareholders of record as of March 5, 2025, are eligible to vote.

• Four key proposals: election of 14 directors, advisory vote on executive compensation, approval of a new long-term incentive plan, and ratification of Crowe LLP as auditor.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing 14 directors for one-year terms, a non-binding say-on-pay for executive compensation, approval of the 2025 Long-Term Incentive Plan, and ratification of Crowe LLP as independent auditor.

• Board recommends voting FOR all proposals and nominees.

• Shareholder proposals for the 2026 meeting must be received by November 20, 2025; director nominations require advance notice per bylaws.

Board of directors and corporate governance

• Board consists of 14 members, majority independent; all committee members are independent per NASDAQ rules.

• Committees include Audit, Compensation, Nominating, and Risk, each with written charters and annual reviews.

• Board leadership is separated from CEO role; independent Chair presides over executive sessions.

• Directors must meet stock ownership guidelines and are subject to anti-hedging and anti-pledging policies.