Peapack-Gladstone Financial Corporation (PGC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2026, to be held virtually; shareholders will vote on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 5, 2026, are eligible to vote; 17,570,625 shares outstanding, each with one vote.

• Proxy materials are available online, with options for electronic or paper delivery; voting can be done online, by phone, mail, or during the meeting.

• Board recommends voting FOR all proposals, including the election of 13 directors, say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Election of 13 directors for one-year terms; three directors retired, two new directors appointed effective January 1, 2026.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Crowe LLP as independent auditor for fiscal year ending December 31, 2026.

• Shareholder proposals for the 2027 meeting must be received by November 18, 2026; director nominations require advance notice per bylaws.

Board of directors and corporate governance

• Board consists of 13 members, with 93% independent; women comprise 31% of directors.

• All committee members are independent; committees include Audit, Compensation, Executive, Nominating, and Risk.

• Board maintains Corporate Governance Principles, Code of Business Conduct, and succession planning processes.

• Board refreshment through director retirements and new appointments; diversity and experience are key criteria for nominations.