Peter D. Horst
About Peter D. Horst
Independent director of Peapack-Gladstone Financial Corporation (PGC) since 2019; age 63. Retired CEO of PSB (global research-based consultancy) with 31+ years as a Chief Marketing Officer across consumer, services, and technology at General Mills, US West, Hershey, Capital One, and Ameritrade—experience the board cites as valuable to expanding PGC’s private wealth brand reach . The board classifies him as independent; his only disclosed business relationship with the Bank is as a depositor, which the board deems immaterial under its independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSB (global research-based consultancy) | Chief Executive Officer | Not disclosed | Led research-driven client advisory; cited as core credential for board service |
| Multiple market leaders (General Mills, US West, Hershey, Capital One, Ameritrade) | Chief Marketing Officer (various) | 31+ years (aggregate) | Brand, growth, and customer acquisition expertise relevant to PGC’s wealth brand expansion |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in “Other Company Directorships” field of the director biography |
Board Governance
- Committee assignments (as of Mar 5, 2025): Nominating Committee member; no chair roles .
- Committee meeting cadence (2024): Audit 8; Compensation 6; Nominating 1; Risk 6 .
- Independence: Board determined independence under Nasdaq rules; Audit, Compensation, and Nominating Committees fully independent . Horst’s immaterial relationship category: deposits with the Bank, consistent with policy and on market terms .
- Attendance and engagement: Board and Bank boards each held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings served .
- Board leadership: Independent Chair; Chair and CEO roles are separated. Independent directors hold executive sessions at least semi-annually; if a future chair isn't independent, bylaws require an independent lead director .
- Risk oversight: Dedicated Risk Committee alongside full board oversight of enterprise risk management .
- Trading/hedging controls: Insider trading policy applies to directors; prohibits trading on MNPI and imposes blackout periods; executives and directors are prohibited from hedging (e.g., short sales, options) .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash Fees | $34,000 |
| Stock/Phantom Awards (grant-date fair value) | $49,490 |
| Total | $83,490 |
Program structure: $10,000 annual board retainer; $2,000 per board/committee/exec meeting; $900 per Trust Committee meeting; additional chair retainers (Horst not a chair) .
Performance Compensation (Director)
| Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 (awarded at $23.92) | Phantom stock units | 2,069 | $49,490 | Vest on March 20, 2025 (time-based) |
- No performance metrics or multi-year performance-vesting were disclosed for non-employee director grants; vesting is time-based (1 year) .
- 2025 LTIP governance features (plan-level safeguards): minimum 1-year vesting; no single-trigger CIC vesting for assumed awards; dividends deferred until vesting; no option repricing/cash-outs without shareholder approval; director award cap so equity grant value plus cash fees ≤ $450,000 per year; awards subject to clawback; no excise tax gross-ups .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Current public company boards | None disclosed in nominee biography |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks with PGC competitors/suppliers/customers | Not disclosed; only customer relationship noted is deposits at the Bank, treated as immaterial under independence policy |
Expertise & Qualifications
- Brand and growth: 31+ years as CMO across leading consumer and financial brands; board cites this as directly relevant to scaling PGC’s private wealth franchise .
- Governance context: Serves on Nominating Committee, which oversees director qualifications, committee assignments, and adherence to Corporate Governance Principles .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (common shares) | 15,102 shares; less than 0.5% of class (“*”) |
| Phantom units outstanding (12/31/2024) | 2,069 units |
| Ownership guidelines (board-level) | New directors must own ≥$10,000 at appointment; directors must maintain 5× annual board retainer in company stock; until achieved, must retain 100% of net shares from company grants; no set compliance period (other than initial minimum) |
| Hedging policy | Executives and directors prohibited from hedging company shares |
Governance Assessment
- Positives: Independent status with only a standard depositor relationship under robust independence screens; participation on the Nominating Committee; board structure with independent chair and regular executive sessions; hedging prohibition; director equity delivered via time-vested phantom units, aligning value while managing dilution; strong plan-level guardrails in 2025 LTIP (clawback, minimum vesting, no repricing, director award cap) .
- Attendance: Met at least the 75% attendance threshold in 2024, consistent with all directors; Board and Bank boards met 11 times, indicating active cadence .
- Conflicts/related-party exposure: Director is a depositor; the policy deems such customer relationships immaterial when at market terms and customary risk—management states related-party transactions (loans/deposits) were ordinary course and on market terms in 2024 .
- Potential watch items: Service limited to the Nominating Committee (no Audit/Comp/Risk roles); line-item attendance rates by director not disclosed (board-level threshold disclosure only). Say-on-pay support was strong in 2024 at 87%, indicating constructive shareholder sentiment toward compensation governance more broadly .