Form 4: Peapack Gladstone CEO Kennedy Reports Significant Equity Activity

Peapack Gladstone Financial Corp's President & CEO, Douglas L. Kennedy, reported multiple equity transactions including RSU conversions, tax-related dispositions, and new RSU grants on March 20, 2026.

Summary

• Douglas L. Kennedy, President & CEO of Peapack Gladstone Financial Corp (PGC), reported multiple equity transactions on March 20, 2026.
• Kennedy acquired a total of 7,390 shares of common stock directly through the conversion of Restricted Stock Units (RSUs) from grants made in 2025 and 2023.
• An additional 21,771 shares of common stock were acquired indirectly through a Rabbi Trust from the conversion of RSUs granted in 2022 and 2023, including performance-based units.
• To satisfy tax withholding obligations arising from RSU settlements, Kennedy disposed of 3,781 shares of common stock at a price of $33.18 per share.
• New grants of derivative securities include 16,150 Restricted Stock Units, vesting in three equal annual installments beginning March 20, 2027, and 24,225 performance-based Restricted Stock Units, vesting on March 20, 2029.
• Following these transactions, Kennedy's total beneficial ownership of common stock (direct and indirect) is 302,882.09 shares.
• Remaining unvested derivative holdings include 76,370 Restricted Stock Units and 18,923 Phantom Stock units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, primarily due to the significant new equity grants to the CEO, which align his incentives with long-term company performance, and the overall increase in his beneficial ownership of common stock. The tax-related sales are routine and not indicative of negative sentiment.

Positives

• Significant new grants of 40,375 Restricted Stock Units demonstrate ongoing commitment and future incentive alignment with shareholder interests.
• The vesting of 29,161 RSUs and 6,268 Phantom Stock units into common stock or common stock equivalents indicates successful achievement of prior compensation milestones.
• Increased total beneficial ownership of common stock (direct and indirect) by 25,380 shares (7,390 direct + 21,771 indirect from RSU conversions, net of tax sales).

Negatives

• Disposition of 3,781 shares of common stock to cover tax withholding obligations, reducing direct common stock holdings.

Future Outlook

The filing details future vesting schedules for newly granted Restricted Stock Units and existing Phantom Stock units. Specifically, 16,150 RSUs granted on March 20, 2026, will vest in three equal annual installments beginning March 20, 2027. An additional 24,225 performance-based RSUs granted on the same date are set to vest on March 20, 2029, contingent on performance conditions. Remaining unvested RSUs from prior grants will continue to vest according to their original schedules, as will 18,923 Phantom Stock units, some of which are performance-based.

Industry Context

StockSavvy.ai notes that executive compensation, particularly through equity grants like Restricted Stock Units and Phantom Stock, is a standard practice in the financial services industry, including regional banks like Peapack Gladstone Financial Corp. These grants are designed to align executive incentives with long-term shareholder value creation and retention. The mix of time-based and performance-based vesting schedules is also common, reflecting a balanced approach to rewarding tenure and achieving strategic objectives.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Phantom Stock as a significant component of executive compensation is consistent with practices observed in the broader financial services sector, including regional banks such as Valley National Bancorp (VLY), Provident Financial Services (PFS), and OceanFirst Financial Corp. (OCFC). These companies frequently utilize equity-based incentives to align management interests with shareholder returns.
• The vesting schedules, including both time-based (e.g., three to five equal annual installments) and performance-based (e.g., vesting on a third anniversary subject to conditions), are typical for executive long-term incentive plans across comparable financial institutions. For instance, many regional banks structure their equity awards to encourage long-term commitment and achievement of specific financial or operational targets.
• The disposition of shares to cover tax withholding obligations upon vesting is a standard and expected event for equity compensation and does not indicate a discretionary sale by the executive. This practice is common across all industries where equity compensation is prevalent.

Stakeholder Impact

• Shareholders: Increased transparency regarding executive equity holdings and compensation structure. The new grants align the CEO's interests with long-term shareholder value.
• Employees: No direct impact mentioned, but executive compensation practices can influence overall company culture and compensation philosophy.

Next Steps

• Future vesting of 7,793 RSUs from the March 20, 2025 grant in two equal annual installments.
• Future vesting of 16,150 RSUs from the March 20, 2026 grant in three equal annual installments beginning March 20, 2027.
• Future vesting of 3,678 RSUs from the March 20, 2022 grant in one equal annual installment.
• Future vesting of 6,990 RSUs from the March 20, 2023 grant in two equal annual installments.
• Future vesting of 17,534 performance-based RSUs from the March 20, 2025 grant on its third anniversary.
• Future vesting of 24,225 performance-based RSUs from the March 20, 2026 grant on its third anniversary (March 20, 2029).
• Future vesting of 3,441 phantom stock shares from the March 20, 2024 grant in two equal annual installments.
• Future vesting of 15,482 performance-based phantom stock shares from the March 20, 2024 grant on its third anniversary.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the vesting of equity awards and new grants. While the new grants and increased beneficial ownership are positive for aligning management incentives, these are standard occurrences and do not present new fundamental information that would significantly alter the investment thesis for Peapack Gladstone Financial Corp. Therefore, a "hold" recommendation is appropriate as this filing does not provide a strong catalyst for a "buy" or "sell" decision.

Keywords

PEAPACK GLADSTONE FINANCIAL CORP, PGC, Douglas L. Kennedy, Insider Transaction, Form 4, Restricted Stock Units, Phantom Stock, Executive Compensation, Beneficial Ownership, Equity Grant, Stock Vesting, Tax Withholding