PGC 8-K
Peapack Gladstone Financial Corp (PGC)
8-K
2026-02-11
For: 2026-02-06
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Peapack-Gladstone Financial Corporation (the “Company”) entered into Special Executive Retention Performance Restricted Stock Unit Award
Agreements (the “Agreements”) with each of Douglas Kennedy, President and Chief Executive Officer of the Company, and John Babcock, Senior Executive Vice President of the Company and President of Private Wealth Management, on February 6, 2026, and
February 10, 2026, respectively, to incentivize the executives to remain in the employ of the Company for the continuous period through December 31, 2028, to reward the executives for achieving certain Company performance goals specified in the
Agreements, and to further align the interests of the executives with interests of shareholders.
Subject to the terms of the Company’s 2025 Long-Term Incentive Plan (the “Equity Plan”), the Agreements provide Messrs. Kennedy and Babcock
with grants of performance-based restricted stock units (the “RSU”). Upon vesting, each RSU that is earned and vested will be settled in one share of Company common stock. Mr. Kennedy was granted 50,000 RSUs at 100% of target level, and Mr. Babcock
was granted 32,000 RSUs at 100% of target level. The RSUs will be earned based on the level of achievement of certain metrics over the course of three annual performance periods ending on December 31, 2026, December 31, 2027, and December 31, 2028.
RSUs earned during the performance periods will cliff vest on December 31, 2028. If the executive is not continuously employed with the Company through the December 31, 2028 vesting date, unless such termination is due to death, disability,
involuntary termination (either termination without cause or resignation for good reason (as such terms are defined in the Equity Plan)), no RSUs granted under the Agreement will vest regardless of whether the performance goals have been met or
whether RSUs were considered earned in completed performance periods.
No RSUs are earned under the Agreements unless certain performance goals are achieved. For Mr. Kennedy, 100% of the RSUs are earned based
on the 30-day average stock price (the “Stock Price Metric”) of the Company measured at the end of each performance period. For Mr. Babcock, 50% of the RSUs are earned based on the Stock Price Metric, 30% of the RSUs are earned based on the dollar
value of the assets under management of the wealth management division (“AUM Metric”), and 20% of the RSUs are earned based on the net direct margin of the wealth management division, which is represented as a percentage calculated by dividing the
revenue of the wealth management division less the expenses of the wealth management division by the total revenue of the wealth management division (the “Margin Metric”).
The level of achievement for determining the number of RSUs earned is measured at the end of each of the three annual performance periods.
If performance is determined to be below the threshold level of achievement (as set forth in each Agreement) at the end of any performance period, then no RSUs will be earned for that performance period; however, any unearned RSUs will remain
available to be earned during the subsequent performance periods. The Agreements provide the opportunity to earn RSUs between 25% and 250% of target depending on the levels of performance achieved.
If the executive terminates employment prior to the vesting date due to death, disability, or involuntary termination, the RSUs will vest
at the actual level of achievement for any completed performance periods and at target for any performance periods that have not been completed at the time of termination.
In the event of a change in control (as defined in the Equity Plan), with respect to Mr. Kennedy’s Agreement, the RSUs will vest on or
immediately prior to the effective date of the change in control based on the actual level achievement of the Stock Price Metric based on the value of the per share merger consideration to be exchanged for each share of Company common stock
calculated as of the effective date of the definitive agreement that provides for the change in control; and with respect to Mr. Babcock’s Agreement, the RSUs subject to the Stock Price Metric will vest on or immediately prior to the effective date
of the change in control, based on the value of the per share merger consideration to be exchanged for each share of Company common stock calculated as of the effective date of the definitive agreement that provides for the change in control, and the
RSUs subject to the AUM Metric and the RSUs subject to the Margin Metric will vest on or immediately prior to the effective date of the change in control, based on the actual level achievement measured as of the end of the most recent year-end or
financial quarter end, whichever is higher, or target, if higher.
If the executive terminates employment for any reason other than death, disability, involuntary termination or termination following a
change in control prior to December 31, 2028, the RSUs shall be forfeited regardless of whether any performance goals have been met. If the executive has a termination of employment for cause (as defined in the Equity Plan), the RSUs shall be
forfeited.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements
included as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 |
| 10.2 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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Dated: February 11, 2026
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By:
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/s/ Frank A. Cavallaro
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Frank A. Cavallaro |
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Senior Executive Vice President and Chief Financial Officer |
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EXHIBIT 10.1
SPECIAL EXECUTIVE RETENTION
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR DOUGLAS KENNEDY
Granted by
PEAPACK-GLADSTONE FINANCIAL CORPORATION
under the
PEAPACK-GLADSTONE FINANCIAL CORPORATION
2025 LONG-TERM INCENTIVE PLAN
This Special Executive Retention Performance Restricted Stock Unit Award Agreement (this “Agreement”) is hereby entered into by and between Peapack-Gladstone Financial Corporation (the “Corporation”) and Douglas Kennedy, President and Chief Executive Officer of the Corporation (the “Participant”). The purpose of
this Agreement is for the multi-year retention of the top executive of the Corporation and to reinforce focus on performance (specifically Stock price performance). Vesting only occurs on the December 31, 2028 cliff-vest date (the “Vesting Date”), and in-line with Stock price performance metrics met over the course of the term.
This Agreement is subject to the provisions of the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan, as amended
(the “Plan”) which are incorporated herein by reference and made a part hereof. A copy of the Plan and accompanying prospectus have been provided
or made available to the Participant. The Participant hereby accepts the performance-based Restricted Stock Units (the “Performance RSU Awards” or
the “Award”) pursuant to this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions
under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Corporation (“Committee”)
will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
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1.
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Date of Grant. This Award is made as of the date set
forth on Exhibit B.
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2.
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Total Number of Performance RSU Awards (at Target
level). The Corporation hereby grants the Participant 50,000 Restricted Stock Units, at Target level. The Award shall be subject to the terms and conditions set forth in this Agreement and the provisions of the Plan.
The number of shares of Corporation common stock (“Shares”)
covered by the Award to be issued may increase or decrease depending on whether and the extent to which the performance conditions are satisfied as set forth in Exhibit
A.
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1
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3.
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Performance Restricted Stock Units.
The Performance RSU Awards are Restricted Stock Units denominated in Shares, except that no
Shares are actually awarded to the Participant on the date of grant. Rather, the Performance RSU Awards will be settled in Shares upon the satisfaction of the terms and conditions of this Agreement and the Plan. Each Performance RSU
Award granted represents the right to receive one Share on the Vesting Date (as defined below) in accordance with this Agreement and the Plan.
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4.
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Performance Goal(s)/Vesting Schedule. Except
as otherwise provided in this Agreement, the number of Performance RSU Awards earned at the end of the each measurement period (referred to herein as the “Performance Period”), set forth on Exhibit A, is based on the level of achievement of the performance goal(s) set forth
in this Agreement. Each Performance Period for the Performance RSU Awards is the period, commencing on the date and ending on the date set forth in Exhibit A.
The determination date for purposes of determining the level of achievement satisfied during each Performance Period will be no later than March 15 of the calendar year immediately following the end of the applicable Performance Period (or
as soon thereafter during the year following the Performance Period as achievement or non-achievement of the performance measure can be determined).
In order to vest in the Performance RSU Awards: (i) the Committee must certify in writing the level at which the performance measure was achieved;
and (ii) the Participant must be employed on the Vesting Date, unless the Performance RSU Awards vest and are earned prior to the Vesting Date pursuant to Sections 7 or 9 of this Agreement.
The performance measures for the Performance RSU Awards are set forth in Exhibit A.
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5.
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Terms and Conditions.
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| 5.1 |
Dividend Equivalent Rights. Dividend Equivalent Rights will not be paid on the
Performance RSU Awards.
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| 5.2 |
Voting Rights. The Participant will have no voting right with respect to any Performance RSU Awards granted hereunder.
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6.
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Delivery of Shares.
Subject to Sections 7, 8, 9, 10.7 and 10.9, as soon as practicable, but no later than 30 days, after the Vesting Date (the “Payment Date”), the Corporation shall, if applicable, issue the Shares that correspond to the vested Performance RSU Awards to the Participant either via a
stock certificate or in bookkeeping entry account with the Corporation’s stock transfer agent.
Delivery of Shares under this Agreement will comply with all applicable laws (including, the requirements of the Exchange
Act), and the applicable requirements of any securities exchange or similar entity.
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7.
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Change in Control.
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| 7.1 |
Accelerated Vesting and Settlement. On or immediately prior to the effective date of the Change in Control, the Performance RSU Awards will vest and be settled as set
forth on Exhibit A.
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| 7.2 |
Change in Control Defined. A “Change in Control” will be deemed
to have occurred as defined in accordance with the Plan, provided, however, that to the extent necessary to comply with Section 409A of the Code, a “Change in Control will not be deemed to occur unless the transaction constitutes a “change in
control” pursuant to Section 409A of the Code.
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8.
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Adjustment Provisions.
The Performance RSU Awards may be adjusted equitably in accordance with certain applicable
provisions of the Plan, including Section 3.4 thereof.
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9.
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Effect of Termination of Service on Performance Award.
The Performance RSU Awards will vest as follows:
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(i)
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Death. In the event of the Participant’s
termination of Service by reason of the Participant’s death prior to the completion of the first Performance Period, the Performance RSU Awards will vest and be settled at the Target level. In the event of the Participant’s termination of service by reason of death after
the completion of one or more Performance Periods, but prior to the Vesting Date, the Performance RSU Awards will vest and be settled based on the actual level of performance achieved during the completed Performance Periods and at Target
for any uncompleted Performance Periods. In either case, the underlying Shares will be issued to the Participant’s beneficiary or estate as soon as practicable, but no later than 30 days, after the termination of Service.
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(ii)
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Disability. In the event of the
Participant’s termination of Service by reason of Disability prior to the completion of the first Performance Period, the Performance RSU Awards will vest and be settled at the Target level. In the event of the Participant’s termination of
service by reason of Disability after the completion of one or more Performance Periods, but prior to the Vesting Date, the Performance
RSU Awards will vest and be settled based on the actual level of performance achieved during the completed Performance Periods and at Target for any uncompleted Performance Periods. In either case, the underlying Shares will be issued to
the Participant as soon as practicable, but no later than 30 days, after the termination of Service.
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(iii)
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Termination without Cause or
Resignation for Good Reason. In the event of the Participant’s Involuntary Termination prior to the completion of the first Performance Period, the Performance RSU Awards will vest and
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3
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(iv)
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Retirement. In the event of the
Participant’s termination of Service by reason of Retirement prior to the Vesting Date, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited. The Performance RSU Awards granted pursuant to this
Agreement are explicitly exempt from and shall not be altered or affected by the Participant’s Retirement Transition Agreement, including any amendments thereto.
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(v)
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Termination for Cause. If the
Participant’s Service has been terminated for Cause, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited.
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(vi)
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Other Termination. If the Participant
terminates Service for any reason other than due to Involuntary Termination, death or Disability or following a Change in Control, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited.
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10.
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Miscellaneous.
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| 10.1 |
No Performance RSU Awards will confer upon the Participant any rights as a stockholder of the Corporation prior to the date on which the individual fulfills all
conditions for receipt of such rights and Shares are transferred to the Participant.
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| 10.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Corporation and the Participant.
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| 10.3 |
The Performance RSU Awards are not transferable.
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| 10.4 |
The Performance RSU Awards will be governed by and construed in accordance with the laws of the State of New Jersey.
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| 10.5 |
The Performance RSU Awards are subject to all laws, regulations and orders of any governmental authority that may be applicable thereto and, notwithstanding any of the
provisions hereof, the Corporation will not be obligated to issue any Shares hereunder if the issuance of such Shares would constitute a violation of any law, regulation or order or any provision thereof.
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| 10.6 |
The granting of the Performance RSU Awards does not confer upon the Participant any right to be retained in the employ of, or as a service provider to, the Corporation
or any subsidiary.
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| 10.7 |
Subject to written consent by the Committee, the Participant shall have the right to direct the Corporation (or an affiliate of the Corporation) to collect federal,
state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Performance RSU Award in accordance with the Plan. Notwithstanding the foregoing, the Corporation shall have the right to
require the Participant to pay the Corporation (or an affiliate of the Corporation) the amount of any tax that the Corporation (or an affiliate of the Corporation) is required to withhold with respect to the settlement of the Performance RSU
Awards or sell without notice, a sufficient number of Shares received upon settlement of the Performance RSU Awards to cover the maximum amount required to be withheld under applicable law.
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| 10.8 |
To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.
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| 10.9 |
Notwithstanding any provision to the contrary and solely to the extent necessary to comply with Section 409A of the Code, if the Participant is a “specified employee”
within the meaning of Section 409A of the Code and any distribution of Shares with respect to the Performance RSU Awards are payable due to the Participant’s “separation from service” within the meaning of Section 409A of the Code
(hereinafter, referred to as a “Separation from Service”), no payment or distribution of Shares with respect to the Performance RSU Awards
shall be made within with the first six months following the Participant’s Separation from Service. Rather, such payment or distribution of Shares shall be made on the first day of the seventh month following the Participant’s Separation
from Service.
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[Signature Page Follows on Exhibit B]
5
EXHIBIT A
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(a)
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Performance Periods and Target Performance RSU Awards:
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Performance Period
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Dates
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Performance RSU Awards at Threshold
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Performance RSU Awards at Target
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Performance RSU Awards at Super Maximum
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Year 1
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January 1, 2026 - December 31, 2026
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8,333
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16,666
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41,665
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Year 2
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January 1, 2027 - December 31, 2027
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8,333.5
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16,667
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41,667.5
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Year 3
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January 1, 2028 - December 31, 2028
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8,333.5
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16,667
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41,667.5
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TOTAL
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25,000
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50,000
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125,000
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If Performance RSU Awards are not earned by the end of the Performance Period up to the Super Maximum for each Performance Period, the number of Performance
RSU Awards not earned shall remain available to be earned in the following Performance Period(s).
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(b)
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Performance Measures:
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a)
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Performance will be measured based on a stock price comparison to a December 2025 Base Price (defined as the 30-day average on December 31, 2025),
as follows:
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I.
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Stock price up 20% when compared to the December 2025 Base Price (but minimum
price of $37) to earn at “threshold” (50% of Performance RSU Awards at Target).
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II.
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Stock price up 25% when compared to the December 2025 Base Price (but minimum
price of $38.50 to earn at “threshold plus” (75% of Performance RSU Awards at Target).
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III.
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Stock price up 30% when compared to the December 2025 Base Price (but minimum
price of $40) to earn at “target” (100% of Performance RSU Awards at Target).
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IV.
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Stock price up 40% when compared to the December 2025 Base Price (but minimum
price of $42.50) to earn at “target plus” (150% of Performance RSU Awards available at Target).
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V.
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Stock price up 50% when compared to the December 2025 Base Price (but minimum
price of $45) to earn at “maximum” (200% of Performance RSU Awards available at Target).
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VI.
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Stock price up 60% when compared to the December 2025 Base Price (but minimum price of $50) to earn at “super maximum” (250% of Performance RSU
Awards available).
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VII.
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If the Stock price increase is below 20% growth OR below $37 per share, nothing is earned.
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VIII.
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If Stock price increase is in-between percentages/minimum prices above, the calculation will be interpolated.
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b)
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The Stock price utilized for performance measurement would be based on the 30-day average of the Corporation’s Stock price, as reported on NASDAQ,
during the 30-day period prior to and including the end of each Performance Period (December 31, 2026, December 31, 2027 and December 31, 2028).
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c)
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The Participant must be employed (as a full-time employee of the Corporation) on the Vesting Date (December 31, 2028) in order to vest. (If the
actual date of separation from the Corporation (unless by death, Disability, Involuntary Termination, or following a Change-in-Control) is before the Vesting Date, vesting does not occur. Participant, however, can announce retirement before
the Vesting Date, but the retirement date must be after the Vesting Date for the Performance RSU Awards under this Agreement to vest).
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d)
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This grant is specifically excluded from grants contemplated under a Retirement Transition Agreement.
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(c)
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Change in Control:
In the event of a Change in Control, the Performance RSU Awards will vest and be settled on or
immediately prior to, the effective time of the Change in Control, at the actual level of achievement with respect to the Stock price based on the per share value of the merger consideration to be exchanged for each share of Corporation
common stock measured as of the date that the definitive agreement is signed.
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EXHIBIT B
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1.
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Name of Participant. Douglas Kennedy
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2.
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Date of Grant. February 6, 2026
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3.
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Total Number of Performance RSU Awards (at Target
level). 50,000
The number of Shares covered by the Performance RSU Award to be issued may increase or decrease depending on whether the performance conditions are
satisfied as set forth in Exhibit A.
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IN WITNESS WHEREOF, the Corporation has caused this Special Executive Retention Performance Restricted Stock Unit Award Agreement to be
executed in its name and on its behalf as of the date of grant of this award set forth above.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
/s/ F. Duffield Meyercord
By: F. Duffield Meyercord
Its: Chairman of the Board of Directors
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Awards and agrees to the terms and conditions hereof, including the terms and provisions of
the 2025 Long-Term Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.
PARTICIPANT
Date February 6, 2026 /s/ Douglas Kennedy
Douglas Kennedy
8
EXHIBIT 10.2
SPECIAL EXECUTIVE RETENTION
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR JOHN BABCOCK
Granted by
PEAPACK-GLADSTONE FINANCIAL CORPORATION
under the
PEAPACK-GLADSTONE FINANCIAL CORPORATION
2025 LONG-TERM INCENTIVE PLAN
This Special Executive Retention Performance Restricted Stock Unit Award Agreement (this “Agreement”) is hereby entered into by and between Peapack-Gladstone Financial Corporation (the “Corporation”) and John Babcock, Senior Executive Vice President of the Corporation and President of Private Wealth Management (the “Participant”).
The purpose of this Agreement is for the multi-year retention of a top executive of the Corporation and to reinforce focus on performance (including Stock price performance). Vesting only occurs on the December 31, 2028 cliff-vest date (the “Vesting Date”), and in-line with Stock price performance metrics met over the course of the term.
This Agreement is subject to the provisions of the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan, as amended
(the “Plan”) which are incorporated herein by reference and made a part hereof. A copy of the Plan and accompanying prospectus have been provided
or made available to the Participant. The Participant hereby accepts the performance-based Restricted Stock Units (the “Performance RSU Awards” or
the “Award”) pursuant to this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions
under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Corporation (“Committee”)
will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
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1.
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Date of Grant. This Award is made as of the date set forth on Exhibit B.
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2.
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Total Number of Performance RSU Awards (at Target
level). The Corporation hereby grants the Participant 32,000 Restricted Stock Units, at Target level. The Award shall be subject to the terms and conditions set forth in this Agreement and the provisions of the Plan.
The number of shares of Corporation common stock (“Shares”)
covered by the Award to be issued may increase or decrease depending on whether and the extent to which the performance conditions are satisfied as set forth in Exhibit
A.
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1
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3.
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Performance Restricted Stock Units.
The Performance RSU Awards are Restricted Stock Units denominated in Shares, except that no
Shares are actually awarded to the Participant on the date of grant. Rather, the Performance RSU Awards will be settled in Shares upon the satisfaction of the terms and conditions of this Agreement and the Plan. Each Performance RSU
Award granted represents the right to receive one Share on the Vesting Date (as defined below) in accordance with this Agreement and the Plan.
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4.
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Performance Goal(s)/Vesting Schedule. Except
as otherwise provided in this Agreement, the number of Performance RSU Awards earned at the end of the each measurement period (referred to herein as the “Performance Period”), set forth on Exhibit A, is based on the level of achievement of the performance goal(s) set forth
in this Agreement. Each Performance Period for the Performance RSU Awards is the period, commencing on the date and ending on the date set forth in Exhibit A.
The determination date for purposes of determining the level of achievement satisfied during each Performance Period will be no later than March 15 of the calendar year immediately following the end of the applicable Performance Period (or
as soon thereafter during the year following the Performance Period as achievement or non-achievement of the performance measure can be determined).
The performance measures for the Performance RSU Awards are set forth in Exhibit A.
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5.
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Terms and Conditions.
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| 5.1 |
Dividend Equivalent Rights. Dividend Equivalent Rights will not be paid on the
Performance RSU Awards.
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| 5.2 |
Voting Rights. The Participant will have no voting right with respect to any Performance RSU Awards granted hereunder.
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6.
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Delivery of Shares.
Subject to Sections 7, 8, 9, 10.7 and 10.9, as soon as practicable, but no later than 30 days, after the Vesting Date (the “Payment Date”), the Corporation shall, if applicable, issue the Shares that correspond to the vested Performance RSU Awards to the Participant either via a
stock certificate or in bookkeeping entry account with the Corporation’s stock transfer agent.
Delivery of Shares under this Agreement will comply with all applicable laws (including, the requirements of the Exchange
Act), and the applicable requirements of any securities exchange or similar entity.
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2
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7.
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Change in Control.
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| 7.1 |
Accelerated Vesting and Settlement. On or immediately prior to the effective date of the Change in Control, the Performance RSU Awards will vest and be settled as set
forth on Exhibit A.
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| 7.2 |
Change in Control Defined. A “Change in Control” will be deemed
to have occurred as defined in accordance with the Plan, provided, however, that to the extent necessary to comply with Section 409A of the Code, a “Change in Control will not be deemed to occur unless the transaction constitutes a “change in
control” pursuant to Section 409A of the Code.
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8.
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Adjustment Provisions.
The Performance RSU Awards may be adjusted equitably in accordance with certain applicable
provisions of the Plan, including Section 3.4 thereof.
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9.
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Effect of Termination of Service on Performance Award.
The Performance RSU Awards will vest as follows:
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(i)
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Death. In the event of the Participant’s
termination of Service by reason of the Participant’s death prior to the completion of the first Performance Period, the Performance RSU Awards will vest and be settled at the Target level. In the event of the Participant’s termination of service by reason of death after
the completion of one or more Performance Periods, but prior to the Vesting Date, the Performance RSU Awards will vest and be settled based on the actual level of performance achieved during the completed Performance Periods and at Target
for any uncompleted Performance Periods. In either case, the underlying Shares will be issued to the Participant’s beneficiary or estate as soon as practicable, but no later than 30 days, after the termination of Service.
|
|
(ii)
|
Disability. In the event of the
Participant’s termination of Service by reason of Disability prior to the completion of the first Performance Period, the Performance RSU Awards will vest and be settled at the Target level. In the event of the Participant’s termination of
service by reason of Disability after the completion of one or more Performance Periods, but prior to the Vesting Date, the Performance
RSU Awards will vest and be settled based on the actual level of performance achieved during the completed Performance Periods and at Target for any uncompleted Performance Periods. In either case, the underlying Shares will be issued to
the Participant as soon as practicable, but no later than 30 days, after the termination of Service.
|
3
|
(iii)
|
Termination without Cause or
Resignation for Good Reason. In the event of the Participant’s Involuntary Termination prior to the completion of the first Performance Period, the Performance RSU Awards will vest and be settled at the Target level. In the event
of the Participant’s Involuntary Termination after the completion of one or more Performance Periods, but prior to the Vesting Date,
the Performance RSU Awards will vest and be settled based on the actual level of performance achieved during the completed Performance Periods and at Target for any uncompleted Performance Periods. In either case, the underlying Shares
will be issued to the Participant as soon as practicable, but no later than 30 days, after the termination of Service.
|
|
(iv)
|
Retirement. In the event of the
Participant’s termination of Service by reason of Retirement prior to the Vesting Date, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited. The Performance RSU Awards granted pursuant to this
Agreement are explicitly exempt from and shall not be altered or affected by the Participant’s Retirement Transition Agreement, including any amendments thereto.
|
|
(v)
|
Termination for Cause. If the
Participant’s Service has been terminated for Cause, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited.
|
|
(vi)
|
Other Termination. If the Participant
terminates Service for any reason other than due to Involuntary Termination, death or Disability or following a Change in Control, all Performance RSU Awards granted to the Participant hereunder will expire and be forfeited.
|
|
10.
|
Miscellaneous.
|
| 10.1 |
No Performance RSU Awards will confer upon the Participant any rights as a stockholder of the Corporation prior to the date on which the individual fulfills all
conditions for receipt of such rights and Shares are transferred to the Participant.
|
| 10.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Corporation and the Participant.
|
| 10.3 |
The Performance RSU Awards are not transferable.
|
| 10.4 |
The Performance RSU Awards will be governed by and construed in accordance with the laws of the State of New Jersey.
|
| 10.5 |
The Performance RSU Awards are subject to all laws, regulations and orders of any governmental authority that may be applicable thereto and, notwithstanding any of the
provisions hereof, the Corporation will not be obligated to issue any Shares hereunder if the issuance of such Shares would constitute a violation of any law, regulation or order or any provision thereof.
|
4
| 10.6 |
The granting of the Performance RSU Awards does not confer upon the Participant any right to be retained in the employ of, or as a service provider to, the Corporation
or any subsidiary.
|
| 10.7 |
Subject to written consent by the Committee, the Participant shall have the right to direct the Corporation (or an affiliate of the Corporation) to collect federal,
state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Performance RSU Award in accordance with the Plan. Notwithstanding the foregoing, the Corporation shall have the right to
require the Participant to pay the Corporation (or an affiliate of the Corporation) the amount of any tax that the Corporation (or an affiliate of the Corporation) is required to withhold with respect to the settlement of the Performance RSU
Awards or sell without notice, a sufficient number of Shares received upon settlement of the Performance RSU Awards to cover the maximum amount required to be withheld under applicable law.
|
| 10.8 |
To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.
|
| 10.9 |
Notwithstanding any provision to the contrary and solely to the extent necessary to comply with Section 409A of the Code, if the Participant is a “specified employee”
within the meaning of Section 409A of the Code and any distribution of Shares with respect to the Performance RSU Awards are payable due to the Participant’s “separation from service” within the meaning of Section 409A of the Code
(hereinafter, referred to as a “Separation from Service”), no payment or distribution of Shares with respect to the Performance RSU Awards
shall be made within with the first six months following the Participant’s Separation from Service. Rather, such payment or distribution of Shares shall be made on the first day of the seventh month following the Participant’s Separation
from Service.
|
[Signature Page Follows on Exhibit B]
5
EXHIBIT A
|
(a)
|
Performance Periods and Target Performance RSU Awards:
|
|
50% of Target Performance RSU Awards based on Stock Price:
|
||||
|
Performance Period
|
Dates
|
Performance RSU Awards at Threshold
|
Performance RSU Awards at Target
|
Performance RSU Awards at Super Maximum
|
|
Year 1
|
January 1, 2026 - December 31, 2026
|
2,666.5
|
5,333
|
13,332.5
|
|
Year 2
|
January 1, 2027 - December 31, 2027
|
2,666.5
|
5,333
|
13,332.5
|
|
Year 3
|
January 1, 2028 - December 31, 2028
|
2,667
|
5,334
|
13,335
|
|
TOTAL
|
8,000
|
16,000
|
40,000
|
|
|
30% of Target Performance RSU Awards based on Assets Under Administration/Management (“AUA/AUM”)
|
||||
|
Performance Period
|
Dates
|
Performance RSU Awards at Threshold
|
Performance RSU Awards at Target
|
Performance RSU Awards at Super Maximum
|
|
Year 1
|
January 1, 2026 - December 31, 2026
|
1,600
|
3,200
|
8,000
|
|
Year 2
|
January 1, 2027 - December 31, 2027
|
1,600
|
3,200
|
8,000
|
|
Year 3
|
January 1, 2028 - December 31, 2028
|
1,600
|
3,200
|
8,000
|
|
TOTAL
|
4,800
|
9,600
|
24,000
|
|
|
20% of Target Performance RSU Awards based on Net Direct Margin of the Wealth Division (“Margin”)
|
||||
|
Performance Period
|
Dates
|
Performance RSU Awards at Threshold
|
Performance RSU Awards at Target
|
Performance RSU Awards at Super Maximum
|
|
Year 1
|
January 1, 2026 - December 31, 2026
|
1,066.5
|
2,133
|
5,332.5
|
|
Year 2
|
January 1, 2027 - December 31, 2027
|
1,066.5
|
2,133
|
5,332.5
|
|
Year 3
|
January 1, 2028 - December 31, 2028
|
1,067
|
2,134
|
5,335
|
|
TOTAL
|
3,200
|
6,400
|
16,000
|
|
6
If Performance RSU Awards are not earned by the end of the Performance Period up to the Super Maximum for each Performance Period, the number of Performance
RSU Awards not earned shall remain available to be earned in the subsequent Performance Period(s).
|
(b)
|
Performance Measures:
|
|
a)
|
50% of performance will be measured based on a Stock price comparison to a December 2025 Base Price (defined as the 30-day average on December 31,
2025), as follows:
|
|
I.
|
Stock price up at least 20% when compared to the December 2025 Base Price (but minimum price of $37.00) to earn at “threshold” (25% of total Performance RSU Awards at Target (i.e., 50% x 50% = 25%).
|
|
II.
|
Stock price up at least 25% when compared to the December 2025 Base Price (but minimum price of $38.50 to earn at “threshold plus” (37.5% of total Performance RSU Awards at Target).
|
|
III.
|
Stock price up at least 30% when compared to the December 2025 Base Price (but minimum price of $40.00) to earn at “target” (50% of total Performance RSU Awards at Target).
|
|
IV.
|
Stock price up at least 40% when compared to the December 2025 Base Price (but minimum price of $42.50) to earn at “target plus” (75% of total Performance RSU Awards available at Target).
|
|
V.
|
Stock price up at least 50% when compared to the December 2025 Base Price (but minimum price of $45.00) to earn at “maximum” (100% of total Performance RSU Awards available at Target).
|
|
VI.
|
Stock price up at least 60% when compared to the December 2025 Base Price (but minimum price of $50.00) to earn at “super maximum” (125% of total
Performance RSU Awards available).
|
|
VII.
|
If the Stock price increase is below 20% growth OR below $37 per share at the end of any Performance Period, nothing is earned with respect to this
metric for that Performance Period.
|
|
VIII.
|
If Stock price increase is in-between percentages/minimum prices above, the calculation will be interpolated, based on pro-rata achievement to the
next level of achievement.
|
|
IX.
|
The Stock price utilized for this performance measurement would be based on the 30-day average of the Stock price, as reported on NASDAQ, during the
30-day period prior to and including the end of each Performance Period (December 31, 2026, December 31, 2027 and December 31, 2028).
|
7
|
X.
|
If the Stock price is below $37 at the end of any Performance Period, nothing is earned with respect to this metric for that Performance Period.
|
|
XI.
|
If Stock price increase is in-between percentages/minimum prices above, the calculation will be interpolated, based on pro-rata achievement to the
next level of achievement.
|
|
b)
|
30% of performance will be measured based on Assets Under Administration/Management (“AUA/AUM”), as follows:
|
|
I.
|
AUA/AUM at least $17 billion to earn at “Threshold” (15% of total Performance RSU Awards available at Target (i.e. 50% x 30% = 15%))
|
|
II.
|
AUA/AUM at least $17.5 billion to earn at “Threshold Plus” (22.5% of total Performance RSU Awards available at Target).
|
|
III.
|
AUA/AUM at least $18 billion to earn at “Target” (30% of total Performance RSU Awards at Target).
|
|
IV.
|
AUA/AUM at least $18.5 billion to earn at “Target Plus” (45% of total Performance RSU Awards available at Target).
|
|
V.
|
AUA/AUM at least $19 billion to earn at “Maximum” (60% of total Performance RSU Awards at Target).
|
|
VI.
|
AUA/AUM at least $19 billion to earn at “Super Maximum” (75% of total Performance RSU Awards available at Target).
|
|
VII.
|
If AUA/AUM is below $17 billion at the end of any Performance Period, nothing is earned with respect to this metric for that Performance Period.
|
|
VIII.
|
If AUA/AUM is in between amounts above, the calculation will be interpolated, based on pro-rata achievement to the next level of achievement.
|
|
c)
|
20% of performance will be measured based on Net Direct Margin of the Wealth Division (“Margin”), as follows:
|
|
I.
|
Margin at least 33% to vest at “Threshold” (10% of total Performance RSU Awards available at Target, (i.e. 50% x 20% = 10%)).
|
|
II.
|
Margin at least 34% to vest at “Threshold Plus” (15% of total Performance RSU Awards available at Target).
|
|
III.
|
Margin at least 35% to vest at “Target” (20% of total Performance RSU Awards available at Target).
|
8
|
IV.
|
Margin at least 36% to vest at “Target Plus” (30% of total Performance RSU Awards available at Target).
|
|
V.
|
Margin at least 37% to vest at “Maximum” (40% of total Performance RSU Awards available at Target).
|
|
VI.
|
Margin at least 39% to vest at “Super Maximum” (50% of total Performance RSU Awards available at Target).
|
|
VII.
|
If Margin is below 33% at the end of any Performance Period, nothing is earned with respect to this metric for that Performance Period.
|
|
VIII.
|
“Margin” utilized for the purposes of this performance measurement equals the direct revenue of the wealth management division less direct expenses of
the wealth management division as a percentage of total direct revenue of the wealth management division.
|
|
IX.
|
If Margin is in between amounts above, the calculation will be interpolated, based on pro-rata achievement to the next level of achievement.
|
|
(c)
|
Additional Provisions:
The Participant must be employed (as a full-time employee of the Corporation) on the Vesting Date (December 31, 2028) in order
to vest. (If the actual date of separation from the Corporation (unless by death, Disability, Involuntary Termination, or following a Change-in-Control) is before the Vesting Date, vesting does not occur. Participant, however, can
announce retirement before the Vesting Date, but the retirement date must be after the Vesting Date for the Performance RSU Awards under this Agreement to vest).
The Performance RSU Awards granted under this Agreement are specifically excluded from the Participant’s Retirement Transition
Agreement, as amended.
|
|
(d)
|
Change in Control:
|
In the event of a Change in Control, the Performance RSU Awards will vest and be settled on or immediately prior to, the effective time of
the Change in Control, as follows:
|
•
|
with respect to RSU Performance Awards subject to Stock price performance, at the actual level of achievement based on the per share value of the
merger consideration to be exchanged for each share of Stock measured as of the effective date of the definitive agreement providing for the transaction that will result in the Change in Control; and
|
|
•
|
with respect to RSU Performance Awards subject to AUA/AUM and Margin performance, at the actual level of achievement based on the higher of the
latest quarter-end or year-end period, or at Target (if greater); provided that the level of achievement should be adjusted pro-rata compared to the percentage of the total three-year period completed at the date that the level of
achievement is determined (with December 31, 2025, as the base for determining the appropriate percentage adjustment with respect to performance measures).
|
9
EXHIBIT B
|
1.
|
Name of Participant.
John Babcock
|
|
2.
|
Date of Grant . February
10, 2026
|
|
3.
|
Total Number of Performance RSU Awards (at Target
level). 32,000
|
The number of Shares covered by the Performance RSU Award to be issued may increase or decrease depending on whether the performance
conditions are satisfied as set forth in Exhibit A.
IN WITNESS WHEREOF, the Corporation has caused this Special Executive Retention Performance Restricted Stock Unit Award Agreement to be
executed in its name and on its behalf as of the date of grant of this award set forth above.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
/s/ F. Duffield Meyercord
By: F. Duffield Meyercord
Its: Chairman of the Board of Directors
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Awards and agrees to the terms and conditions hereof, including the terms and provisions of
the 2025 Long-Term Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.
PARTICIPANT
Date February 10, 2026 /s/ John Babcock
John Babcock
10