Philip W. Smith, III
About Philip W. Smith, III
Independent director of Peapack-Gladstone Financial Corporation (PGC). Age 69; director since 1995. President of Phillary Management, Inc., a real estate management company; brings 35+ years of commercial real estate agency/management experience relevant to oversight of the Company’s commercial real estate loan portfolio. Education not disclosed in the proxy. Independence affirmed by the Board under NASDAQ rules, with noted immaterial relationships (see Related-Party/Conflicts).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillary Management, Inc. | President | Not disclosed (current) | 35 years of commercial real estate experience cited as core to Board oversight of PGC’s CRE loan portfolio |
External Roles
| Organization | Public/Private/Non-profit | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| None disclosed in proxy | — | — | — | — |
Board Governance
- Committee assignments (2024): Nominating Committee member (not Chair). Nominating held 1 meeting in 2024; Audit 8; Compensation 6; Risk 6. Board and Bank boards each met 11 times in 2024; every director attended at least 75% of Board and committee meetings on which they served.
- Independence: Board determined Mr. Smith is independent under NASDAQ rules. Independence review noted routine banking relationships and employment of an immediate family member; Board classifies these as immaterial under its independence policy.
- Family employment disclosure: “Mr. Smith’s sister-in-law, Anne Smith, was promoted to Senior Managing Director in 2017; she is not an executive officer.”
- Board leadership/independence practices: Separate Chair and CEO; independent committee chairs for Audit, Compensation, Nominating; executive sessions of independent directors held regularly.
- Hedging and pledging prohibitions: Policy prohibits executives and directors from hedging Company stock; anti-pledging policy prohibits holding shares in margin accounts or pledging as loan collateral.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned – Cash | $34,000 |
| Total Cash (2024) | $34,000 |
Director fee structure (context):
- Annual Board retainer: $10,000; meeting fees: $2,000 per regular Board, Executive or other committee meeting; $900 per Trust Committee meeting. Chair retainers: Board Chair $80,000; Audit Chair $25,000; Risk Chair $15,000; Nominating Chair $10,000.
Performance Compensation
| Equity/Units (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Phantom stock units | 3/20/2024 | 2,069 | $49,490 | Vest on 3/20/2025; time-based (no performance metrics disclosed for director awards) |
| Aggregate phantom units outstanding at 12/31/2024 | — | 2,069 | — | — |
| Total Stock Awards (2024) | — | — | $49,490 | — |
| Total Compensation (2024) | — | — | $83,490 | Cash + Stock |
Note: The proxy does not disclose performance metrics tied to director compensation; director equity is granted as phantom stock units with time-based vesting; no option awards outstanding for directors.
Other Directorships & Interlocks
| Company | Industry/Relation to PGC | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed; no interlocks identified in proxy. |
Expertise & Qualifications
- Commercial real estate agency/management expertise (35 years) supporting oversight of the Company’s CRE loan portfolio.
- Board service tenure since 1995 provides institutional knowledge of PGC’s markets and operations.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 75,408 shares (includes spousal and entity holdings) |
| Ownership as % of outstanding | <0.5% (denoted “*” in proxy table) |
| Components disclosed | Includes 8,443 shares owned by spouse and 1,335 shares owned by Mr. Smith’s management company |
| Options/derivatives | None disclosed for directors at 12/31/2024 |
| Pledging/Hedging | Prohibited by Company policy (hedging and pledging) |
| Director ownership guidelines | Directors must maintain stock equal to 5x annual Board retainer; minimum $10,000 at appointment; no fixed compliance period (other than minimum at appointment); retain 100% of net shares from grants until guidelines achieved |
| Compliance status | Not specifically disclosed by director in proxy |
Related-Party Exposure and Conflicts
- Ordinary-course banking relationships: Board independence review identified loans, deposits, and wealth management services with directors/families conducted on market terms; management states such transactions were ordinary course, on substantially the same terms as for non-related parties, and did not involve abnormal risk or unfavorable features.
- Family member employment: Sister-in-law employed as Senior Managing Director (not an executive officer); Board deemed this immaterial under independence policy; Mr. Smith classified as independent.
Governance Assessment
- Strengths:
- Independent director; no other public company board seats disclosed (reduced interlock risk).
- Compensation mix for directors balanced between cash and time-vested phantom units; no options; equity limits are set in the new 2025 plan; awards subject to clawback.
- Anti-hedging and anti-pledging policies enhance alignment; stock ownership guidelines for directors.
- Attendance threshold met; Board and committees active in 2024.
- Potential sensitivities / RED FLAGS to monitor:
- Immediate family member employed at the Bank (sister-in-law), albeit not an executive officer; Board classifies relationship as immaterial for independence under policy. Continued disclosure and oversight advisable.
- Long tenure (director since 1995) may draw investor scrutiny on independence refresh, though tenure alone does not determine independence under NASDAQ rules.
- Shareholder sentiment context: Say-on-Pay support at 87% in 2024 suggests generally constructive investor posture toward compensation governance.