Edward A. Gramigna, Jr.
About Edward A. Gramigna, Jr.
Edward A. Gramigna, Jr. (age 64) has served on PGC’s Board since 2012 and is a Partner and member of the Management Board at Faegre Drinker Biddle & Reath LLP, with 32 years of experience in trust, estate planning, and estate administration, which the Board deems invaluable to oversight of the wealth management division . He is classified as independent under NASDAQ rules; his immaterial relationships with the Bank include loans, deposits, and wealth management services as defined by the Board’s independence framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faegre Drinker Biddle & Reath LLP | Partner; Member of Management Board | Not disclosed | Trust/estate expertise supports Board oversight of wealth management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Gramigna; recent proxy lists none under “Other Company Directorships” for his entry . Historical disclosure likewise indicated no other public company boards for most directors (apart from Mr. Meyercord) . |
Board Governance
- Independence: Board determined Gramigna is independent; immaterial relationships considered were loans, deposits, wealth management, consistent with policy thresholds and market terms .
- Committee assignments: Audit Committee member; Nominating Committee Chair .
- Meeting cadence and attendance: In 2024 the Board and subsidiary bank each held 11 meetings; every director attended at least 75% of Board and applicable committee meetings . Committee meetings held in 2024—Audit: 8; Compensation: 6; Nominating: 1; Risk: 6 .
- Executive sessions: Independent directors hold executive sessions at least semi-annually; the Board Chair is independent and presides .
Fixed Compensation
| Component | Amount/Policy | 2024 Gramigna Cash Earned |
|---|---|---|
| Annual Board retainer | $10,000 | |
| Regular Board/Executive/Committee meeting fee | $2,000 per meeting | |
| Trust Committee meeting fee | $900 per meeting | |
| Nominating Committee Chair retainer | $10,000 | |
| Audit Chair retainer | $25,000 (not applicable to Gramigna) | |
| Risk Chair retainer | $15,000 (not applicable to Gramigna) | |
| Total cash paid (2024) | — | $89,600 |
Performance Compensation
| Equity vehicle | Grant date | Units granted | Grant-date FMV basis | Grant-date fair value | Vesting | Outstanding as of 12/31/2024 |
|---|---|---|---|---|---|---|
| Phantom stock units | 2024 (date not individually specified for directors) | 2,989 | $23.92 per unit | $71,497 | Vests on March 20, 2025 | 2,989 |
- Plan guardrails: Under the 2025 Long-Term Incentive Plan, the max annual value of a non-employee director’s equity awards plus cash fees is capped at $450,000; minimum vesting one year; no single-trigger vesting on change-in-control; no option repricing or cash buyouts of underwater options; dividends on unvested awards are withheld until vesting; awards are subject to clawback; no excise tax gross-ups .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No current public company boards disclosed; no interlocks flagged beyond immaterial Bank customer relationships categorized for independence . |
Expertise & Qualifications
| Area | Detail |
|---|---|
| Legal/Wealth | 32 years in trust, estate planning and administration; informs oversight of PGC’s wealth management division . |
| Governance | Serves as Nominating Committee Chair; Audit Committee member . |
| Audit Expertise | Audit Committee financial experts are Consi and Kass; Gramigna not designated as financial expert . |
Equity Ownership
| Holder | Beneficially owned shares | Percent of class | Notes |
|---|---|---|---|
| Edward A. Gramigna, Jr. | 23,155 | Less than one-half of one percent (“*”) | Phantom units are cash-settled and not counted as common shares; 2,989 phantom units outstanding at 12/31/2024 . |
- Ownership guidelines: Directors must maintain stock equal to 5× the annual Board retainer; new directors must hold at least $10,000 at appointment; until guidelines are met, 100% of net shares from Company grants must be retained .
- Hedging/pledging: Directors and executives are prohibited from hedging Company stock; Company policy also prohibits holding Company shares in margin accounts or pledging as collateral .
Governance Assessment
- Committee leadership and effectiveness: Gramigna chairs the Nominating Committee and sits on Audit, positioning him in director selection, governance adherence, and financial oversight; combined with his estate law expertise, this supports board effectiveness in wealth management oversight .
- Independence and conflicts: Independence affirmed with only standard customer relationships (loans, deposits, wealth management) assessed as immaterial and on market terms; related party transactions policy confirms such dealings are ordinary course and without unfavorable features—reducing conflict risk .
- Attendance and engagement: Board and bank met frequently (11 each), with all directors achieving at least 75% attendance; committee meeting cadence suggests regular engagement in audit and risk oversight .
- Compensation mix and alignment: Director pay balances cash meeting/retainer fees with annual phantom stock units that vest after one year, avoiding shareholder dilution and reinforcing alignment; equity grants for directors are subject to robust governance safeguards under the 2025 LTIP .
- Ownership alignment: Beneficial ownership of 23,155 shares plus anti-hedging/anti-pledging policies and stock ownership guidelines support alignment, though individual compliance status versus the 5× retainer requirement is not disclosed in the proxy .
- Red flags: No director-specific related-party payments beyond ordinary-course customer relationships; no hedging or pledging permitted; no public company interlocks disclosed; Section 16 compliance issues were disclosed historically for other individuals, not Gramigna .
- Shareholder sentiment context: Say-on-pay support was 87% at the 2024 Annual Meeting, and compensation program changes (e.g., expanded use of cash-settled phantom units) addressed dilution concerns—indicative of constructive governance responsiveness, albeit focused on executives rather than directors .