John P. Babcock
About John P. Babcock
Senior Executive Vice President and President of Private Wealth Management at Peapack‑Gladstone Financial Corporation since 2014; over 43 years of commercial and private banking experience across NYC and regional markets; B.S. from Tulane University’s A.B. Freeman School of Business, MBA from Fairleigh Dickinson University; FINRA Series 7, 63, and 24 licenses . Company performance in 2024 included core deposit growth of $1.2B (+30% YoY; 95th–100th percentile vs peers), noninterest‑bearing deposits +$155M (+16%), liquidity ratio up to 17.1% (from 12.1%), loan‑to‑deposit reduced to 90% (from 103%), and PPWM AUM/AUA up ~10% to $11.9B with fee income +10% to $61.5M . Shareholder returns ranked ~50th percentile vs a 21‑bank peer group over 5/3/1 years and 82nd percentile in NJ peer group for 1‑year TSR; diluted EPS 2024 as adjusted was $2.44 vs budget $2.27 (7% above) and overall adjusted results 102% of budget (Target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSBC Private Bank (Northeast Mid‑Atlantic) | Managing Director | Prior to 2014 (before joining PGC) | Led regional private banking; experience directly relevant to PPWM leadership |
External Roles
- No external public board roles or committee positions disclosed for Babcock in the latest proxy reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $545,000 | $565,800 | $582,774 |
| Base Salary Rate (detail) | — | $565,800 | $582,774; +3% YoY |
| 401(k) Company Contribution ($) | $20,700 | $20,700 | $20,700 |
| Deferred Compensation Retention Award Contribution ($) | $172,094 (reported in “All Other Compensation”) | $222,326 (includes plan contribution) | $200,000 plan contribution (and $223,520 total “All Other Compensation”) |
| Nonqualified Deferred Comp – Company Contributions ($) | — | — | $200,000 |
| Nonqualified Deferred Comp – Aggregate Earnings ($) | — | — | $79,006 (above‑market interest $23,702 included in SCT) |
| Nonqualified Deferred Comp – Aggregate Balance ($) | — | — | $1,208,554 |
| Perquisites | Below disclosure threshold ($<10,000) | Below disclosure threshold ($<10,000) | Below disclosure threshold ($<10,000) |
Performance Compensation
| Component | Design | 2024 Targeting & Weighting | 2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| Short‑Term Incentive (STI) – Cash | Company performance (min 75%); Individual/Strategic (max 25%) | Metrics: Pre‑tax income before provision (40%); Diluted EPS (60%); Threshold 80%, Target 100%, Max ≥110% of budget | Company performance deemed Target; Individual rated Target+; Babcock payout $375,124; total 64.37% of salary (company 48.28%, individual 16.09%) | Cash, paid Q1 2025 |
| Long‑Term Incentive (LTI) – Phantom Stock Units (2024 grant) | 60% performance‑vested (3‑yr cliff), 40% time‑vested (ratable) | Performance metrics & weights: EPS Growth (30%), TSR (30%), Core Deposit Growth (20%), Credit Quality (20%) | 2024 grant value $495,048; 20,696 units (8,278 time‑vested; 12,418 performance‑vested) | Time‑based: 3 equal annual installments; Performance‑based: 3‑yr cliff; payout 0–165% of target vs peers |
STI metrics vs budget (companywide)
| Metric | 2024 Reported | 2024 Adjusted | 2024 Budget | Reported vs Budget | Adjusted vs Budget |
|---|---|---|---|---|---|
| Pretax income before provision ($MM) | $52.45 | $65.76 | $69.45 | −$17.00 (−24%) | −$3.69 (−5%) |
| Diluted EPS ($) | $1.85 | $2.44 | $2.27 | −$0.42 (−19%) | +$0.17 (+7%) |
| Weighted Budget Achievement | — | 102% (Target) | — | — | — |
2024 STI payout detail (Babcock)
| Base Salary | Company Weighting | Company Award % of Salary | Individual Weighting | Individual Award % of Salary | Total STI ($) | Total STI % of Salary |
|---|---|---|---|---|---|---|
| $582,774 | 75% | 48.28% | 25% | 16.09% | $375,124 | 64.37% |
LTI grant mechanics (Mar 20, 2024)
| Name | Performance Units – Target (#) | Performance Units – Threshold/Max (#) | Time‑Vested Units (#) | Grant Date Fair Value ($) | Grant Date |
|---|---|---|---|---|---|
| John P. Babcock | 12,418 | 6,830 / 20,490 | 8,278 | $495,048 | 3/20/2024 |
| Valuation basis | — | — | — | Price $30.96 used for fair value | — |
Equity Ownership & Alignment
- Beneficial ownership: 123,556 shares (includes 19,802 restricted stock units); 0.70% of outstanding as of March 5, 2025 .
- Stock ownership guidelines: executives must maintain stock = 1× base salary; all NEOs in compliance .
- Anti‑hedging and anti‑pledging: hedging prohibited; pledging/margin collateral prohibited .
Outstanding unvested awards (as of 12/31/2024)
| Grant Date | Type | Not‑Vested Units (#) | Market/Payout Value ($) | Performance Units Not Vested (#) | Performance Units Value ($) |
|---|---|---|---|---|---|
| 3/20/2020 | Time‑vested (phantom) | 4,626 | $148,263 | — | — |
| 3/20/2021 | Time‑vested (phantom) | 3,998 | $128,136 | — | — |
| 3/20/2022 | Time‑vested (RSUs) | 7,556 | $242,170 | 12,588 | $403,445 |
| 3/20/2023 | Time‑vested (RSUs) | 9,576 | $306,911 | 17,955 | $575,458 |
| 3/20/2024 | Time‑vested (phantom) | 8,278 | $265,310 | 12,418 | $397,997 |
| Pricing assumption | — | — | Uses closing price $32.05 (12/31/2024) | — | Uses closing price $32.05 (12/31/2024) |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Term | 3‑year rolling term; auto‑renews annually unless notice given |
| Base Salary Protection | May be increased but not decreased without written consent |
| Severance (no CIC) | If involuntary termination without cause or resignation for good reason: cash severance = greater of 2× base salary or salary for remaining term, paid over 2 years |
| Change‑in‑Control (CIC) Severance | If involuntary termination or good reason within 24 months post‑CIC: lump sum = 3× (base salary + greater of 3‑year average annual cash bonus at least target, or most recent annual bonus); monthly COBRA reimbursement 18 months + up to 18 months individual policy reimbursement cap |
| Non‑compete/Non‑solicit | 1‑year post‑termination restrictions and confidentiality protections |
| Clawback | EPP awards (cash and equity) subject to clawback; LTIP subject to SOX 304/Dodd‑Frank and company clawback policy |
| Tax Gross‑ups | No 280G excise tax gross‑ups; LTIP explicitly excludes excise tax gross‑ups |
Potential payments (illustrative, had termination occurred 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Phantom Acceleration ($) | Welfare Continuation ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | $1,804,383 | $663,307 | — | $1,250,000 | $3,717,690 |
| Dismissal w/o Cause (no CIC) | $1,165,548 | — | — | — | — | $1,165,548 |
| Dismissal w/o Cause or Good Reason (CIC) | $2,600,352 | $1,804,383 | $663,307 | $38,646 | $139,981 | $5,246,669 |
Compensation Structure Notes
- Year‑over‑year: Base salary +3% in 2024; STI re‑weighted to include 25% individual/strategic component; LTI moved to cash‑settled phantom units to address dilution concerns (ISS/Glass Lewis feedback) .
- Performance linkage: LTI vesting tied to relative EPS growth, TSR, core deposits, and credit quality; performance‑vested portion can pay 0–165% vs peers, strengthening pay‑for‑performance alignment .
- Say‑on‑pay: 87% approval at 2024 annual meeting .
Governance & Policies affecting alignment
- Anti‑hedging and grant timing controls; pre‑clearance and blackout windows for Section 16 officers .
- Minimum 1‑year vesting under 2025 LTIP (limited exceptions); double‑trigger CIC for equity; no option repricing or cash‑outs; director grant value cap ($450k) .
- Stock ownership guidelines and 100% net‑share retention until achieved; NEOs compliant .
Investment Implications
- Strong alignment: High proportion of at‑risk comp via multi‑metric, peer‑relative performance LTI (60%) and STI tied to EPS/pre‑tax metrics, with anti‑hedging/pledging policies and ownership guidelines reinforcing alignment .
- Retention incentives: Renewed Deferred Compensation Retention Award through 2027 ($50k quarterly for Babcock; $200k contributed in 2024; aggregate DC balance $1.21M), plus unvested time/performance units and double‑trigger CIC economics, create meaningful retention hooks .
- Dilution mitigation: Shift to cash‑settled phantom units and reallocation from LTI to STI lowers equity burn/dilution while maintaining performance emphasis, potentially reducing future selling pressure from share issuance; vesting events (RSUs/phantom) remain a calendar‑driven liquidity consideration .
- Execution focus: PPWM growth (AUM/AUA +~10%, fee income +10%) and company liquidity/Deposit mix improvements support performance‑based vesting prospects across EPS/TSR/deposit/credit metrics; continued relative performance vs peer targets is key to LTI outcomes .