PEAPACK GLADSTONE FINANCIAL CORP
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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FY2024 · Filed Mar 12, 2025
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Financial Statements and Schedules: |
| (1) | Consolidated Financial Statements of Peapack-Gladstone Financial Corporation. |
| Report of Independent Registered Public Accounting Firm. | |
| Consolidated Statements of Condition as of December 31, 2024 and 2023. | |
| Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022. | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022. | |
| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022. | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022. | |
| Notes to Consolidated Financial Statements. |
The Consolidated Financial Statements of Peapack-Gladstone Financial Corporation as set forth in Item 8 of Part II of this Form 10-K for the year ended December 31, 2024 are incorporated by reference herein.
All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this 2024 Annual Report.
(b) Exhibits
| (3) | Articles of Incorporation and By-Laws: |
| A. | Certificate of Incorporation as incorporated herein by reference to Exhibit 3 of the Registrant’s Form 10-Q Quarterly Report filed on November 9, 2009 (SEC File No. 001-16197). |
|---|---|
| B. | By-Laws of the Registrant as in effect on the date of this filing are incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K Current Report filed on March 23, 2023. |
| (4) | Instruments Defining the Rights of Security Holders |
| A. | Indenture, dated December 12, 2017, by and between the Company and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on December 12, 2017. |
| B. | First Supplemental Indenture, dated as of December 12, 2017, by and between the Company and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on December 12, 2017. |
| C. | Indenture, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and UMB Bank, National Association, as trustee is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197). |
| D. | Form of Subordinated Note Purchase Agreement, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and the several Purchasers is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197). |
| E. | Form of Registration Rights Agreement, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and the several Purchasers is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197). |
| F. | Description of Registrant’s Securities incorporated by reference to Exhibit 4.E. of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2019. |
(10) Material Contracts:
A.
“Directors’ Retirement Plan” dated as of March 31, 2001, incorporated by reference to Exhibit 10(J) of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2003 (SEC File No. 001-16197). +
B.
“Directors’ Deferral Plan” dated as of March 31, 2001, incorporated by reference to Exhibit 10(K) of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2003 (SEC File No. 001-16197). +
C.
Form of Employment Agreement, dated as of August 5, 2021, by and among the Company, the Bank and each of Douglas L. Kennedy, John P. Babcock and Gregory M. Smith incorporated by reference into Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report filed on August 9, 2021. +
D.
Change in Control Agreement, dated as of August 5, 2021, by and among the Company, the Bank and Robert A. Plante incorporated by reference into Exhibit 10.3 of the Registrant’s Form 10-Q Quarterly Report filed on August 9, 2021. +
E.
Amended and Restated Deferred Compensation Retention Award Plan dated August 4, 2017, by and between Peapack-Gladstone Bank and Douglas L. Kennedy, incorporated by reference to Exhibit 10(A) from the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2017. +
F.
Amended and Restated Deferred Compensation Retention Award Plan dated August 4, 2017, by and between Peapack-Gladstone Bank and John P. Babcock, incorporated by reference to Exhibit 10(C) from the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2017. +
G.
Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan, incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement for its 2023 Annual Meeting of Stockholders filed on March 17, 2023. +
H.
Form of Time-Based Restricted Stock Unit Agreement under the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 filed on July 1, 2021. +
I.
Employment Agreement, dated as of October 31, 2022, by and among Peapack-Gladstone Financial Corporation, Peapack-Gladstone Bank and Frank A. Cavallaro, incorporated by reference herein to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on October 31, 2022. +
J.
Retirement Transition Agreement for Robert A. Plante, incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K Current Report filed on March 28, 2023. +
K.
Peapack-Gladstone Financial Corporation 2024 Phantom Stock Plan, incorporated by reference into Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report filed on November 7, 2024.+
L.
Form of the Time-Based Phantom Stock Unit award Agreement under the Peapack-Gladstone Financial Corporation 2024 Phantom Stock Plan, incorporated by reference into Exhibit 10.2 of the Registrant's Form 10-Q Quarterly Report filed on November 7, 2024.+
M.
Form of Performance-Based Phantom Stock Unit Award Agreement under the Peapack-Gladstone Financial Corporation 2024 Phantom Stock Plan, incorporated by reference into Exhibit 10.3 of the Registrant's Form 10-Q Quarterly Report filed on November 7, 2024.+
N.
Amended and Restated Peapack-Gladstone Financial Corporation Restricted Stock Unit Deferred Compensation Plan, incorporated by reference into Exhibit 10.4 of the Registrant's Form 10-Q Quarterly Report filed on November 7, 2024.+
(19)Peapack-Gladstone Financial Corporation Insider Trading Policy.
(21) List of Subsidiaries:
(a) Subsidiaries of the Company:
| Percentage of Voting | ||
|---|---|---|
| Jurisdiction | Securities Owned by | |
| Name | of Incorporation | the Parent |
| Peapack-Gladstone Bank | New Jersey | 100% |
(b) Subsidiaries of the Bank:
| Name | ||
|---|---|---|
| PGB Trust and Investments of Delaware | Delaware | 100% |
| Peapack-Gladstone Mortgage Group | New Jersey | 100% |
| BGP RRE Holdings, LLC | New Jersey | 100% |
| BGP CRE Painter Farm, LLC | New Jersey | 100% |
| BGP CRE Heritage, LLC | New Jersey | 100% |
| BGP CRE K&P Holdings, LLC | New Jersey | 100% |
| BGP CRE Office Property, LLC | New Jersey | 100% |
| Peapack Ventures, LLC | Delaware | 100% |
| Peapack-Gladstone Realty, Inc. | New Jersey | 100% |
| Peapack Capital Corporation | New Jersey | 100% |
| PGB Securities, LLC | New Jersey | 100% |
| Peapack-Gladstone Financial Services, Inc. (Inactive) | New Jersey | 100% |
| (23.1) | Consent of Crowe LLP |
| (24) | Power of Attorney |
| (31.1) | Certification of Douglas L. Kennedy, Chief Executive Officer of Peapack-Gladstone, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| (31.2) | Certification of Frank A. Cavallaro, Chief Financial Officer of Peapack-Gladstone, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| (32) | Certification of Douglas L. Kennedy, Chief Executive Officer of Peapack-Gladstone and Frank A. Cavallaro, Chief Financial Officer of Peapack-Gladstone pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (97) | Peapack-Gladstone Financial Corporation Clawback Policy. |
| 101.INS | Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
| 104 | The cover page from Peapack-Gladstone’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and is included in Exhibits 101. |
+Management contract and compensatory plan or arrangement.
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