Richard Daingerfield
About Richard Daingerfield
Independent director of Peapack-Gladstone Financial Corporation (PGC); age 71; director since 2014. Former Executive Vice President and General Counsel of Citizens Financial Group (2010–2014), bringing deep expertise in corporate governance, legal risk, and banking operations; currently serves as Chair of PGC’s Risk Committee and member of the Audit Committee. Education not disclosed in the proxy. Independence affirmed by the Board under NASDAQ rules, with immaterial relationships limited to loans, deposits, and wealth management services conducted on market terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Group, Inc. | Executive Vice President & General Counsel | 2010–2014 | Led corporate governance and legal risk; experience spans corporate and commercial banking and private banking; directly relevant to chairing PGC’s Risk Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy nominee profile lists no other public company directorships for Daingerfield |
Board Governance
- Committee assignments: Risk Committee Chair; Audit Committee member .
- Independence: Board determined independent; relationships limited to Loans, Deposits, and Wealth Management (treated as immaterial under Board policy) .
- Attendance: Board and Bank each met 11 times in 2024; each director attended at least 75% of Board and committee meetings they served on .
- Executive sessions: Independent directors hold separate executive sessions at least semi-annually, chaired by an independent Board Chair; CEO/Chair roles are separated .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Risk | Chair | 6 |
| Audit | Member | 8 |
Fixed Compensation (Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $101,000 | Includes Board/committee meeting fees and chair fees; standard 2024 policy: $10,000 annual Board retainer; $2,000 per regular Board/Executive/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 (Director)
| Grant Date | Instrument | Units Granted | Grant-Date FMV | Vesting |
|---|---|---|---|---|
| 2024 | Phantom Stock Units | 3,219 | $76,998 | Time-based; vests March 20, 2025 (no outstanding RSUs/options at 12/31/2024 for directors) |
| Plan Governance Feature | Detail |
|---|---|
| Director annual cap | Total director awards (cash + equity) capped at $450,000 grant-date value per fiscal year under the 2025 LTIP |
| Clawback | Awards subject to clawback for misconduct/restatements; SOX 304 forfeiture; Dodd-Frank-aligned clawback policy |
| Hedging/Pledging | Directors prohibited from hedging; anti-pledging policy bars holding shares in margin accounts or using as collateral |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Potential interlocks | None disclosed with competitors/suppliers/customers; independence review noted only standard customer relationships on market terms |
Expertise & Qualifications
- Corporate governance and executive management; legal, risk management, corporate and commercial banking; private banking experience aligning with Risk oversight needs .
- Not designated an “audit committee financial expert” (Audit Committee experts are Consi and Kass) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard Daingerfield | 22,913 | <0.5% (“*” per proxy) | Beneficial ownership as of March 5, 2025; Company had 17,596,195 shares outstanding on record date |
| Phantom units outstanding (director) | 3,219 | — | Director phantom units outstanding at 12/31/2024 (time-based vesting) |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policies apply to directors |
| Ownership guidelines | Directors must hold 5× annual Board retainer; new directors must own $10,000 at appointment; retain 100% of net shares until guidelines met |
Governance Assessment
- Board effectiveness: Daingerfield chairs Risk Committee and serves on Audit, aligning deep legal and banking risk experience with key oversight functions; committee independence and charters in place; independent leadership structure with separate CEO/Chair and regular independent sessions supports robust oversight .
- Independence and conflicts: Independence affirmed despite standard customer relationships (loans/deposits/wealth management); transactions reviewed and conducted on market terms without unusual risk—low conflict risk under the policy framework .
- Engagement and attendance: Met minimum attendance threshold; committee meeting cadence (Risk 6; Audit 8) indicates active engagement in risk and financial oversight .
- Compensation alignment: Director pay mix is balanced with moderate cash fees and time-based phantom units; strong governance features (director award cap, clawback, no repricing, no single-trigger CIC) reduce pay-risk and protect shareholders .
- Red flags: None material identified—no related-party transactions beyond immaterial customer relationships; hedging/pledging prohibited; no disclosed external interlocks; Say-on-Pay support was strong (87%) indicating investor confidence in compensation governance, albeit for executives rather than directors .
Watch items: Continued monitoring of any evolving related-party exposures through loans/deposits/wealth services and Risk Committee outcomes; confirm ongoing compliance with director ownership guidelines (company discloses guidelines but not director-by-director compliance) .
Appendix: Company Pay Governance Context (for investor confidence)
- 2025 LTIP minimum one-year vesting; double-trigger change-in-control; dividends on unvested awards withheld; no option repricing/cash-outs without shareholder approval .
- Compensation Committee uses independent consultant (Aon) and maintains no tax gross-ups; anti-hedging/anti-pledging policies; robust clawback framework .