Gregory M. Smith
About Gregory M. Smith
Gregory M. Smith is Senior EVP and President of Commercial Banking at Peapack-Gladstone Financial (PGC). He joined PGC in 2019 and was promoted in 2021; he oversees commercial lending, equipment finance, investment banking and corporate advisory, SBA, treasury management, and platinum service teams . Smith holds a B.S. in Finance from Fairleigh Dickinson University and an MBA from Rider University . Executive incentives emphasize pay-for-performance: STI cash is based 75% on company metrics (pre-tax income before provision and EPS vs budget) and 25% on individual goals, and LTI grants vest 60% on three-year performance versus peers (EPS growth, TSR, core deposit growth, credit quality) and 40% over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Bank | Group Sales Executive, Northeast & Mid-Atlantic | Not disclosed | Led regional sales; relevant experience in C&I and commercial banking |
| Summit Bank | Senior Regional Vice President | Not disclosed | Senior leadership in commercial banking markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company proxy filings | — | — | — |
Fixed Compensation
Multi-year summary compensation (as disclosed in DEF 14A):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 380,276 | — | 323,040 | 244,779 | 20,700 | 968,795 |
| 2023 | 369,200 | — | 603,472 | 129,220 | 19,800 | 1,121,692 |
| 2022 | 355,000 | — | 577,981 | 213,000 | 19,800 | 1,165,781 |
Base salary changes:
| NEO | 2023 Base ($) | 2024 Base ($) | % Increase |
|---|---|---|---|
| Gregory M. Smith | 369,200 | 380,276 | 3% |
Performance Compensation
Short-term incentive (STI) structure and actuals:
| Component | Metric | Weighting | Target (% of Salary) | Actual (% of Salary) | Actual Cash ($) |
|---|---|---|---|---|---|
| STI (Cash) | Company performance (pre-tax income before provision, EPS vs budget) | 75% | 60% | 48.28% | 244,779 |
| STI (Cash) | Individual/strategic goals | 25% | — | 16.09% | Included in total above |
Grants of plan-based awards (LTI) for 2024:
| Grant Date | Award Type | Target Units | Time-Based Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/20/2024 | Performance-based phantom RSUs | 8,103 | — | 3-year cliff based on EPS growth (30%), TSR (30%), core deposit growth (20%), credit quality (20%), all relative to peer group | Included below |
| 3/20/2024 | Time-based phantom RSUs | — | 5,402 | 3 equal annual installments | 323,040 (based on $30.96 grant price) |
Grants of plan-based awards (LTI) for 2023:
| Grant Date | Award Type | Target Units | Time-Based Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/20/2023 | Performance-based RSUs | 11,695 | — | 3-year cliff; metrics include EPS growth, TSR, credit quality | Included below |
| 3/20/2023 | Time-based RSUs | — | 7,797 | 5 equal annual installments | 603,472 (based on $30.96 grant price) |
Stock awards vested in 2024:
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2024 | 3,172 | 75,874 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| As-of Date | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| March 5, 2025 | 12,717 | Not listed (less than one-half of one percent indicated for small holders) | Company had 17,596,195 shares outstanding; group calc includes RSUs vesting within 60 days |
| March 6, 2024 | 26,740 (includes 11,002 RSUs) | Not listed | Includes RSUs; footnote indicates RSU inclusion |
Outstanding equity awards (12/31/2024):
| Grant Date | Type | Not Vested Units (#) | Market Value ($) | Unearned Performance Units (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 3/20/2020 | Phantom (time) | 2,928 | 93,842 | — | — |
| 3/20/2021 | RSU (time) | 1,506 | 48,267 | — | — |
| 3/20/2022 | RSU (time) | 4,713 | 151,052 | 7,853 (performance) | 251,689 |
| 3/20/2023 | RSU (time) | 6,238 | 199,928 | 11,695 (performance) | 374,825 |
| 3/20/2024 | Phantom (time) | 5,402 | 173,134 | 8,103 (performance) | 259,701 |
Ownership alignment policies:
- Stock ownership guidelines apply to executives and directors; company states all NEOs are in compliance .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging of company shares .
- No stock options outstanding for NEOs (reduces forced-selling pressure from expiring options) .
Employment Terms
Core employment agreement economics:
- Term: Rolling 3-year term with auto-renewal each January 1 unless notice provided; base salary cannot be reduced without consent; participation in STI/LTI and benefit plans .
- Non-compete / Non-solicit: 1 year post-termination (other than following a change in control) .
- Severance (no change-in-control): If involuntary or “good reason,” severance equals greater of 2x base salary or remaining term salary, paid over two years .
- Change-in-control (double trigger): Lump sum within 30 days equal to 3x (base salary + greater of average annual cash bonus for prior three years at least at target or most recent annual bonus); COBRA reimbursements for 18 months plus up to 18 months more for individual policy; equity accelerates on CIC only with corresponding termination (double trigger) .
Potential payments (estimates):
| Scenario (Effective Date) | Cash Severance ($) | Equity/Phantom Acceleration ($) | Welfare Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|
| CIC termination (12/31/2024) | 1,124,699 | 1,119,603 equity + 432,835 phantom | 76,811 | 2,753,948 |
| CIC termination (12/31/2023) | 1,164,400 | 1,515,662 | 57,948 | 2,738,010 |
| Dismissal without cause (no CIC, 12/31/2024) | — | — | — | — |
Governance safeguards:
- Clawback policy applies to EPP cash and equity .
- No 280G excise tax gross-ups in executive agreements .
- Double-trigger required for CIC severance and equity vesting .
Investment Implications
- Pay-for-performance alignment is explicit: STI tied to pre-tax income and EPS vs budget; LTI 60% performance-vested on three-year EPS growth, TSR, core deposit growth, and credit quality relative to peers, and 40% time-based vesting, which supports long-term shareholder alignment and retention .
- Insider selling pressure likely modest: No stock options outstanding; RSUs and phantom units vest ratably or on three-year cliffs; 3,172 shares vested in 2024 for Smith, indicating steady but controlled supply from vesting rather than large option exercises .
- Retention risk is mitigated: Rolling 3-year contracts, meaningful CIC protection (3x salary+bonus and equity acceleration on double trigger), and strong anti-hedging/anti-pledging and clawback policies; all NEOs reported in compliance with ownership guidelines .
- Compensation mix shifted down in LTI in 2024 versus 2023 (stock awards $323k vs $603k), while STI rose with 2024 company performance; balanced cash/equity mix reduces short-term payout volatility but maintains long-term performance linkage .