PEAPACK GLADSTONE FINANCIAL CORP 8-K

What Happened

• Peapack-Gladstone Financial Corp announced special executive retention performance restricted stock unit (RSU) awards under its 2025 Long-Term Incentive Plan. The Company entered into RSU agreements with CEO Douglas Kennedy (dated Feb 6, 2026) and Senior EVP/President of Private Wealth Management John Babcock (dated Feb 10, 2026).
• Mr. Kennedy was granted 50,000 performance-based RSUs and Mr. Babcock was granted 32,000 performance-based RSUs (each RSU settles into one share upon vesting). RSUs are earned based on performance over three annual periods ending Dec 31 of 2026, 2027 and 2028 and will cliff vest on Dec 31, 2028, subject to continuous employment (with limited exceptions for death, disability or involuntary termination).

Key Details

• Vesting metrics: Kennedy’s award (100% of target) is tied to a 30‑day average stock price measured at each period end. Babcock’s award is 50% stock‑price, 30% assets under management (AUM) of the wealth unit, and 20% net direct margin of the wealth unit.
• Payout range: awards can be earned between 25% and 250% of target depending on performance; no RSUs are earned below threshold for a period, but unearned RSUs can be earned in later periods.
• Termination and change‑in‑control rules: RSUs are forfeited if the executive leaves voluntarily or for cause before vesting; if termination is due to death, disability or involuntary termination, completed periods vest at actual achievement and incomplete periods at target. In a change in control, vesting timing and measurement are adjusted as described in the agreements.
• Agreements are filed as Exhibits 10.1 and 10.2 to the 8‑K.

Why It Matters

• These awards are retention and performance incentives that align the CEO’s and EVP’s compensation with shareholder outcomes—notably stock price and wealth‑management business metrics—over a multi‑year horizon.
• The grants represent up to 82,000 target shares (50,000 + 32,000) to be issued if earned and vested; actual dilution depends on performance outcomes and vesting conditions. Investors should note the potential for share issuance if performance targets are met and the importance of the specified stock‑price and business metrics in executive pay.