Carmen M. Bowser
About Carmen M. Bowser
Carmen M. Bowser (age 70) is an independent director of Peapack-Gladstone Financial Corporation (PGC) and has served on the Board since 2017 . She is retired; previously Managing Vice President, Commercial Real Estate Division at Capital One Bank and Managing Director at Prudential Mortgage Capital Company, bringing deep commercial real estate expertise relevant to oversight of PGC’s CRE portfolio . The Board states a majority of directors are independent and all members of the Audit, Compensation, Nominating, and Risk Committees are independent; independent directors hold executive sessions at least semi-annually under an independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital One Bank | Managing Vice President, Commercial Real Estate Division | Not disclosed | Extensive CRE experience; supports oversight of PGC’s CRE portfolio |
| Prudential Mortgage Capital Company | Managing Director | Not disclosed | Leadership in mortgage capital; enhances credit and risk perspectives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Bowser in PGC’s proxy . |
Board Governance
- Committee assignments: Nominating Committee member and Risk Committee member; not a chair .
- Board leadership and independence: Independent Chair; separate CEO and Chair; independent committee leadership; executive sessions at least semi-annually .
- Attendance and engagement: The Board and Bank each held 11 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings . Committee meetings held in 2024: Audit (8), Compensation (6), Nominating (1), Risk (6) .
- Independence determination: All current members of Nominating and Risk Committees are independent under NASDAQ rules; Audit Committee independence meets SEC Rule 10A-3 .
- Shareholder communications: Defined process via Corporate Secretary; communications forwarded to Board/Chair/Committee Chairs as appropriate .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $49,000 | Director cash compensation; structure includes $10,000 annual Board retainer; $2,000 per Board/Executive/other committee meeting; $900 per Trust Committee meeting; additional chair retainers (Audit $25,000; Risk $15,000; Nominating $10,000); Bowser is not a chair . |
| Equity/Phantom units grant-date value | $49,490 | 2,069 phantom units awarded at $23.92 grant-date price; vest March 20, 2025 . |
| Total | $98,490 | Cash + phantom unit grant value . |
Performance Compensation
- Director equity is granted as phantom units with time-based vesting; there are no disclosed director-specific performance metrics, options, or RSUs outstanding at 12/31/2024 .
- Plan governance affecting director awards (PGC 2025 LTIP): minimum 1-year vesting, no single-trigger vesting in change-in-control (double trigger required), dividends on unvested awards withheld until vesting, no repricing/cash-out of underwater options, clawback applies, and a director grant cap so total annual cash plus equity does not exceed $450,000 .
Performance measures available under the 2025 LTIP (may be used for performance awards):
| Measure | Examples |
|---|---|
| Financial | EPS/EPS growth, stock price/TSR, operating income/margin, net income, revenues, ROE/ROA, cash flow, gross profit, efficiency ratio, asset quality, book value/tangible book value . |
| Relative/peer | Objectives measured vs. peer companies or indices; Committee may adjust for unusual items per policy . |
Other Directorships & Interlocks
| Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Ms. Bowser; nomination criteria prohibit service on boards of banks serving PGC’s market area . |
Expertise & Qualifications
- Deep commercial real estate lending and portfolio oversight experience from senior roles at Capital One and Prudential Mortgage Capital; Board deems this expertise “invaluable” to oversight of the Bank’s CRE portfolio .
- Independent status; service on Risk and Nominating Committees aligns with risk governance and board composition oversight .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 12,687 | “Percent of class” is <0.5%; includes shares with sole/shared voting/investment power and certain indirect holdings . |
| Phantom/RSU director awards outstanding (12/31/2024) | 2,069 phantom units | Grants vest March 20, 2025; directors had no outstanding restricted stock awards, RSUs, or options at 12/31/2024 . |
| Ownership guidelines | Directors must maintain 5x annual Board retainer in Company stock; new directors must hold at least $10,000 at appointment; 100% of net shares retained until guidelines met . | |
| Hedging/Pledging | Hedging transactions by directors prohibited; anti-hedging policy codified. Anti-pledging policy applies to executives; no separate director pledging disclosure noted . |
Governance Assessment
- Board effectiveness: Bowser contributes specialized CRE risk oversight and credit judgment at a time of heightened real-estate market scrutiny; her Risk Committee role supports enterprise risk governance .
- Independence and engagement: Independent director on independent committees, with the Board holding 11 meetings and all directors ≥75% attendance—no attendance red flags disclosed .
- Compensation alignment: Balanced director pay mix (cash + phantom units), time-based vesting, no options; strong plan governance (clawbacks, no single-trigger CIC, dividend deferrals, director grant cap) enhances investor protections .
- Ownership alignment: Stock ownership guidelines (5x Board retainer) and anti-hedging policy support alignment; beneficial ownership disclosed, though individual compliance status not stated .
- Conflicts/related-party exposure: No Bowser-specific related-party transactions disclosed; policy requires insider loans/deposits be on market terms and within risk norms .
- Shareholder sentiment signal: 2024 Say-on-Pay passed with 87% support, suggesting overall governance/compensation acceptability; not director-specific but relevant to board oversight credibility .
RED FLAGS: None disclosed for Ms. Bowser regarding low attendance, pledging, related-party transactions, or pay anomalies. Directors are prohibited from hedging; the LTIP prohibits single-trigger vesting and repricing, and applies clawbacks .