Beth Welsh
About Beth Welsh
Beth Welsh (age 66) is an independent director of Peapack-Gladstone Financial Corporation and General Manager of Bassett Associates, a real estate management company in Summit, NJ. She joined the Board in 2012 and brings 27 years of commercial real estate experience and prior banking experience, which the Board cites as valuable to oversight of commercial real estate lending and small business banking . The Board determines director independence under NASDAQ rules; Welsh is classified independent with customary banking relationships (Loans, Deposits) deemed immaterial when on market terms .
Past Roles
No detailed prior corporate roles beyond “past banking experience” are disclosed in the proxy .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bassett Associates (Summit, NJ) | General Manager | Not disclosed | Commercial real estate leadership supporting Board oversight of CRE lending and small business banking |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member; not a chair .
- Meetings: Audit (8) and Risk (6) meetings in 2024; Board and Bank Boards each held 11 meetings in 2024 .
- Attendance: Each director attended at least 75% of total Board and committee meetings on which they served in 2024 .
- Independence: Independent under NASDAQ rules; banking relationships limited to loans/deposits per immateriality thresholds and market terms .
- Board leadership: Separate independent Chair; separate Chair/CEO roles; independent Audit, Compensation, and Nominating committees; executive sessions of independent directors held at least semi-annually .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $66,000 | Comprised of $10,000 annual Board retainer, $2,000 per regular Board/Executive/committee meeting, $900 per Trust Committee meeting; chair premiums paid to chairs only (Board Chair $80,000; Audit Chair $25,000; Risk Chair $15,000; Nominating Chair $10,000). Welsh is not a chair . |
| Equity/phantom stock awards (fair value) | $49,490 | 2,069 phantom units granted in 2024 at grant-date price $23.92; vest on March 20, 2025 . |
| Total | $115,490 | Non-employee director compensation; CEO does not receive director fees . |
Performance Compensation
| Director Equity Framework | Details | Governance Terms |
|---|---|---|
| Phantom stock/RSUs for directors | Annual grants; Welsh received 2,069 phantom units in 2024; vest on March 20, 2025 | No dividends on unvested awards; dividends paid only after vesting; minimum 1-year vesting; no option repricing or cash-out of underwater options; awards subject to clawback; non-employee director annual cap combining cash+equity of $450,000 . |
Note: Director awards disclosed are time-based; the Company’s plan allows performance measures (EPS growth, TSR, core deposit growth, credit quality, etc.) for executive/employee awards, but no director-specific performance metrics are disclosed for Welsh’s grants .
Other Directorships & Interlocks
No other public company directorships or interlocks are disclosed for Welsh in the Company’s proxy .
Expertise & Qualifications
- 27 years in commercial real estate; General Manager at Bassett Associates .
- Past banking experience; Board cites expertise as valuable for oversight of CRE lending and small business banking .
- Independent governance participation on Audit and Risk Committees .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 14,497 | Less than 0.5% of outstanding shares . |
| Phantom units outstanding (12/31/2024) | 2,069 | 2024 grant vests March 20, 2025; unvested at year-end . |
| Stock ownership guidelines | Directors must maintain 5x the annual Board retainer in Company stock; new Board members must own at least $10,000 at appointment; retain 100% of net shares until guidelines achieved . | |
| Hedging/Pledging | Hedging of Company stock prohibited for executives and directors ; policy prohibits executives and directors from pledging Company shares or holding in margin accounts . | |
| Insider trading policy | Prohibits trading with MNPI; pre-clearance for Section 16 officers; directors restricted during blackout periods . |
Governance Assessment
- Effectiveness: Welsh’s CRE background complements PGC’s commercial real estate lending oversight; service on Audit and Risk supports risk management and financial oversight .
- Independence/Conflicts: Classified independent; relationships limited to loans/deposits with the Bank under market terms and immaterial thresholds; related-party transactions policy confirms director/customer transactions on substantially the same terms as non-related parties, without more-than-normal risk .
- Alignment: Director equity is time-based phantom units with minimum vesting and clawbacks; robust anti-hedging and anti-pledging policies; stock ownership guidelines require meaningful holding levels .
- Attendance/Engagement: At least 75% meeting attendance; active participation on two key committees; Board/Bank Boards held 11 meetings each in 2024 .
- Shareholder Signals: Strong say-on-pay support (87% of votes cast in favor at 2024 Annual Meeting), indicating a constructive governance environment .
Red Flags
- None material disclosed. Monitoring items: director banking relationships (loans/deposits) noted but governed by independence thresholds and market-term policies; no pledging or hedging permitted; no related-party transactions beyond ordinary-course banking relationships .