Business Context and Reporting Period
Company: Peapack-Gladstone Financial Corp (PGC)
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2026
Event: Execution of Special Executive Retention Performance Restricted Stock Unit (RSU) Award Agreements with key executives to incentivize retention through December 31, 2028.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation Details
The Company entered into retention agreements with two senior officers:
- Douglas Kennedy (CEO): Granted 50,000 RSUs at 100% target level.
- John Babcock (SVP, Private Wealth Management): Granted 32,000 RSUs at 100% target level.
Performance Metrics:
- CEO: 100% of RSUs tied to the 30-day average stock price.
- SVP: 50% tied to stock price, 30% to Assets Under Management (AUM) of the wealth division, and 20% to the net direct margin of the wealth division.
Vesting Terms:
- Performance periods end December 31, 2026, 2027, and 2028.
- Cliff vesting occurs on December 31, 2028, contingent on continuous employment.
- Earnings range from 25% to 250% of target based on performance achievement.
- Forfeiture applies if employment terminates for cause or voluntarily (excluding death, disability, or involuntary termination).
Guidance, Outlook, and Risks
Management Commentary: The agreements are designed to align executive interests with shareholders and reward the achievement of specific performance goals over a three-year horizon.
Risks and Contingencies:
- Retention Risk: No RSUs vest if executives leave voluntarily or for cause prior to the vesting date, regardless of performance.
- Change in Control: Provisions exist for accelerated vesting based on merger consideration or actual/target achievement levels depending on the metric.
Investor Verification Checklist
- Verify the specific threshold and maximum performance targets for the Stock Price, AUM, and Margin metrics in the full text of Exhibits 10.1 and 10.2.
- Confirm the impact of these grants on the Company's 2025 Long-Term Incentive Plan share reserve.
- Review the definitions of "involuntary termination" and "good reason" within the Equity Plan to understand vesting protections.
- Monitor future 10-Q and 10-K filings for the actual performance results against these metrics for the 2026, 2027, and 2028 periods.