F. Duffield Meyercord
About F. Duffield Meyercord
Independent Chairman of the Board of Peapack-Gladstone Financial Corporation and its Bank subsidiary; age 78; director since 1991. He is Managing Partner of Carl Marks Advisory Group, LLC and President of Meyercord Advisors, Inc., with 47 years of experience directing strategic projects and providing operational advisory services to businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peapack-Gladstone Financial Corporation & Peapack Private Bank & Trust | Chairman of the Board | Director since 1991 | Independent Chair presides over executive sessions at least semi-annually; separate Chair/CEO enhances oversight |
| Carl Marks Advisory Group, LLC | Managing Partner | Past five years | Strategic and operational advisory leadership; credentials cited in nominee qualifications |
| Meyercord Advisors, Inc. | President | Past five years | Strategic advisory experience; supports board oversight of corporate strategy |
External Roles
| Organization | Role | Nature | Public Company Board? |
|---|---|---|---|
| Carl Marks Advisory Group, LLC | Managing Partner | Private advisory firm | Not disclosed as a public company directorship in proxy |
| Meyercord Advisors, Inc. | President | Private advisory firm | Not disclosed as a public company directorship in proxy |
Board Governance
- Independence: The Board determined Meyercord is independent under NASDAQ rules; his ordinary-course relationships with the Bank include loans, deposits, and wealth management, assessed as immaterial under the Company’s independence framework .
- Leadership: Board has separate Chair and CEO; independent Chair presides over executive sessions of independent directors at least semi-annually, supporting oversight and risk governance .
- Committees: Chair of the Compensation Committee; member of the Nominating Committee. Committee meeting counts in 2024: Compensation (6), Nominating (1) .
- Attendance: In 2024, Peapack-Gladstone’s Board and Bank boards each held 11 meetings; every director attended at least 75% of the total number of meetings of the Board and committees on which they served .
- Policies: Anti-hedging policy prohibits directors and executives from hedging company stock; anti-pledging policy prohibits holding shares in margin accounts or pledging as collateral, reinforcing alignment .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $152,000 | Includes Board and committee meeting fees; Board Chair receives an additional $80,000 annual retainer; other chair retainers disclosed for Audit ($25,000), Risk ($15,000), Nominating ($10,000) . |
| Stock awards (phantom units) | $164,976 | Grant date fair value under ASC 718 based on $23.92 stock price at grant; phantom units vest March 20, 2025 . |
| Total | $316,976 | Sum of cash fees and phantom award fair value . |
- Director fee structure: $10,000 annual Board retainer; $2,000 per regular Board, Executive or other committee meeting; $900 per Trust Committee meeting; Board Chair additional $80,000; Audit Chair $25,000; Risk Chair $15,000; Nominating Chair $10,000 .
Performance Compensation
| Equity Instrument | Shares Granted (2024) | Grant Date FMV | Vesting | Aggregate Phantom Units Outstanding (12/31/2024) |
|---|---|---|---|---|
| Phantom stock units | 6,897 | $164,976 | Time-based; vest on March 20, 2025 | 6,897 |
- Director equity grant limits: Under the 2025 Long-Term Incentive Plan, the combined annual value of cash fees plus equity awards for any non-employee director is capped at $450,000; awards are subject to clawback, minimum one-year vesting (limited exceptions), no single-trigger vesting on change-of-control (double trigger), no repricing/cash buyout of underwater options, and no excise tax gross-ups .
Performance measures available under the 2025 LTIP (plan-level, may be used for performance awards):
| Measure Category | Examples |
|---|---|
| Financial/results | EPS, EPS growth, TSR, revenues, operating income/margin, net income, ROE/ROA, cash flow, gross profit, efficiency ratio, asset quality, core non-interest income, book/tangible book value |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | N/A | No other public company directorships disclosed in the nominee biography table . |
Expertise & Qualifications
- 47 years’ experience in strategic and operational advisory, supporting board oversight of corporate strategy and performance .
- Leadership as independent Board Chair and Compensation Committee Chair indicates engagement in governance, pay oversight, and strategic discussions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Indicative Value at $32.05 (12/31/2024) | Pledging/Hedging |
|---|---|---|---|---|
| F. Duffield Meyercord | 134,056 | 0.76% | ~$4.29 million (134,056 × $32.05) | Hedging and pledging prohibited by policy |
- Director stock ownership guidelines: Directors must maintain five times the annual Board retainer in Company stock; new directors must own at least $10,000 at appointment (no fixed compliance period beyond the new director minimum) .
Governance Assessment
- Strengths: Independent Chair structure with regular executive sessions; clear anti-hedging/anti-pledging policies; Compensation Committee chaired by an experienced strategist; director equity capped and governed by robust plan features (clawback, double-trigger CIC, no repricing) .
- Alignment: Material personal stock ownership (0.76% of outstanding) and ongoing phantom unit grants reinforce alignment; director ownership guidelines further support skin-in-the-game .
- Potential conflicts: Meyercord maintains ordinary-course loans, deposits, and wealth management relationships with the Bank; the Board deems such relationships immaterial and at market terms under policy, with related-person transactions reviewed and made on substantially the same terms as for non-related parties .
- Engagement/attendance: Board and Bank held 11 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; Compensation and Nominating Committees met 6 and 1 times, respectively, indicating active committee work .
- Shareholder signals: 2024 Say-on-Pay approval at 87% supports compensation program credibility; independent consultant (Aon) engaged with conflict-of-interest safeguards for compensation benchmarking .
RED FLAGS: None explicitly disclosed regarding pledging, hedging, legal proceedings, or related-party transactions beyond ordinary-course customer relationships. The independence framework and related-person transaction controls mitigate conflict risk .