Patrick J. Mullen
About Patrick J. Mullen
Independent director of Peapack-Gladstone Financial Corporation (PGC) since 2019; age 79. Former Director of Banking for the New Jersey Department of Banking and Insurance, where he led examination and supervision of state-chartered banks, credit unions, and state-licensed non-bank financial institutions, providing deep regulatory and risk oversight experience . The Board is majority independent (all committees independent), and Mullen serves as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Jersey Department of Banking and Insurance | Director of Banking | Not disclosed | Led supervision of state-chartered banks/credit unions; regulatory oversight of non-bank financial institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in nominee biography |
Board Governance
- Committee assignments: Audit Committee (member), Risk Committee (member). Chairs: Audit—Steven A. Kass; Risk—Richard Daingerfield; Compensation—F. Duffield Meyercord; Nominating—Edward A. Gramigna, Jr. .
- Independence: Board majority independent; all Audit, Compensation, Nominating members are independent under NASDAQ (Audit under Rule 10A-3) .
- Attendance and engagement: In 2024, PGC Board and Bank Board each held 11 meetings; every director attended at least 75% of Board/committee meetings; committee meeting counts: Audit (8), Compensation (6), Nominating (1), Risk (6) .
- Board leadership: Separate independent Chair (F. Duffield Meyercord); independent director executive sessions presided by the Chair .
Fixed Compensation
| Year | Fees Earned – Cash | Equity Award – Type | Equity Award – Grant Date | Units Granted | Grant-Date FMV | Vesting |
|---|---|---|---|---|---|---|
| 2024 | $66,000 | Phantom stock units | 2024 | 2,069 units | $49,490 | Vest on Mar 20, 2025 |
| 2023 | $70,000 | Restricted stock units | Mar 20, 2023 | 1,598 RSUs | $49,474 | Single installment on Mar 20, 2024 |
Compensation structure for directors: $10,000 annual Board retainer; $2,000 per regular Board/Executive/committee meeting; $900 per Trust Committee meeting; Chair retainers: Board ($80,000), Audit ($25,000), Risk ($15,000), Nominating ($10,000) .
Performance Compensation
- Director equity awards are not performance-conditioned; 2024 phantom units vest time-based (one year); dividends on unvested awards withheld until vesting; awards subject to clawback .
- Plan safeguards (2025 LTIP): minimum one-year vesting (limited exceptions), double-trigger change-in-control vesting for time-based awards, no option repricing/cash-outs without shareholder approval, no excise tax gross-ups, director annual total (cash + equity) capped at $450,000 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mullen in PGC’s nominee biography |
| Interlocks/conflicts | No related-party transactions disclosed for Mullen; Company policy reviews related-person transactions and maintains independence thresholds |
Expertise & Qualifications
- Banking regulation and supervision: Former Director of Banking (NJ DOBI), aligning with Audit and Risk committee responsibilities .
- Governance quality: Independent; active committee participation (Audit, Risk) .
- Board criteria: Must meet independence, financial sophistication; stock ownership guideline compliance required for directors .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Mar 5, 2025 | 7,942 | <0.5% (“*”) | Beneficial ownership includes shares over which the director has voting/investment power |
| Mar 6, 2024 | 7,942 | <0.5% (“*”) | Includes any RSUs vesting within 60 days (none indicated for Mullen) |
Stock ownership alignment policies:
- Directors must own five times the annual Board retainer; new directors must own at least $10,000 at appointment .
- Anti-hedging policy (no short sales, derivatives); anti-pledging policy prohibits holding shares in margin accounts or pledging as collateral .
Insider Trades
| Item | 2023 Status | Notes |
|---|---|---|
| Section 16(a) late filings – Mullen | None reported | Proxy disclosed late Form 4s for two officers; no director late filings mentioned for Mullen |
Governance Assessment
- Strengths: Independent director with deep regulatory oversight background; serves on Audit and Risk—committees central to financial reporting and enterprise risk oversight; Board and committees entirely independent per NASDAQ; robust equity plan safeguards (double-trigger CIC; clawbacks; no repricing) enhance investor protections .
- Alignment: Receives a mix of cash fees and time-based phantom equity (non-dilutive, settled in cash), consistent with shareholder feedback to limit dilution; anti-hedging/anti-pledging policies tighten alignment and reduce risk .
- Engagement: At least 75% meeting attendance; participation across two oversight-heavy committees; independent Chair presides over executive sessions, supporting board effectiveness .
- Potential watchpoints: Individual ownership is modest in absolute terms (7,942 shares), though director guideline compliance is governed by policy; no disclosed performance-based metrics tied to director pay (typical for community/regional banks) .
- Red flags: None disclosed—no related-party transactions involving Mullen; no hedging/pledging; no late Section 16 filings reported for Mullen .