Steven A. Kass
About Steven A. Kass
Independent director of Peapack‑Gladstone Financial Corporation since 2018; age 68 as of the 2025 proxy. Former senior partner at KPMG (2014–2016) and CEO of Rothstein Kass (specialized in audit, tax and advisory to hedge funds, private equity and venture capital; firm sold to KPMG in 2014). Designated Audit Committee financial expert and current Chair of the Audit Committee; also serves on the Risk Committee. Background signals deep accounting, audit oversight, and financial governance expertise conducive to board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Senior Partner | 2014–2016 | Senior leadership experience in public company audit; informs audit oversight |
| Rothstein Kass | Chief Executive Officer | Pre‑2014 (through sale to KPMG) | Led audit/tax/advisory firm focused on alternative asset managers; relevant to financial controls and risk |
External Roles
- No current public company directorships disclosed for Mr. Kass in the proxy biographies .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board majority independent; all Audit, Compensation, Nominating members independent; Kass is an independent director and Audit Committee financial expert |
| Committees & Roles | Audit Committee Chair; Risk Committee member |
| Meetings (2024) | Audit 8; Compensation 6; Nominating 1; Risk 6 |
| Attendance | Each director attended ≥75% of Board and committee meetings in 2024 and 2023 |
| Exec Sessions & Leadership | Independent Chair presides over executive sessions; separate Chair and CEO structure; independent committee chairs |
| Shareholder Communications | Formal channel via Corporate Secretary established for contacting Board/Chair |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | $111,000 | Includes Board/committee meeting fees and Audit Chair retainer (Board retainer $10,000; meeting fees $2,000; Audit Chair +$25,000; Risk Chair +$15,000; Nominating Chair +$10,000; Board Chair +$80,000) |
| 2023 | $119,000 | Same fee framework in 2023 |
Performance Compensation
| Year | Equity Type | Grant Date | Units Granted | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | Phantom stock units | 3/20/2024 | 3,678 | $87,978 | Vest on 3/20/2025; directors had no RSUs/options outstanding at 12/31/2024; phantom units outstanding reflected |
| 2023 | Restricted stock units | 3/20/2023 | 2,842 | $87,988 | Single‑installment vest on 3/20/2024; RSUs outstanding at 12/31/2023: 3,929 |
- Director equity grants are time‑based (not performance‑conditioned) and have migrated to cash‑settled phantom units in 2024 to address dilution concerns; dividends on unvested awards not paid until vesting; no option repricing; awards subject to clawback policy .
Other Directorships & Interlocks
- None disclosed; no shared directorships or interlocks noted with competitors/suppliers/customers from the proxy biographies .
Expertise & Qualifications
- Audit Committee financial expert designation; extensive public company accounting and management experience from KPMG and Rothstein Kass; skills aligned to audit oversight, internal controls, and risk governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Steven A. Kass | 20,245 | Includes 2,500 shares via family partnership and 1,000 held by spouse; <1% of class |
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Stock ownership guidelines: Directors must hold 5x the annual Board retainer in company stock; new directors must own at least $10,000 at appointment; 100% retention of net shares from grants until guidelines achieved .
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Hedging and pledging prohibited: Executives and directors barred from hedging, shorting, or pledging company stock; trading blackout policies apply .
Governance Assessment
- Board effectiveness: Kass’s audit leadership and financial expert status strengthens oversight of auditors, internal control, and financial reporting; Audit Committee oversees auditor appointment/pre‑approval and independence, with Kass as Chair signing committee reports .
- Independence and engagement: Formal independence framework; Kass serves on two committees; documented meeting cadence and attendance ≥75% supports engagement .
- Compensation alignment: Director pay is modestly weighted to equity grants; 2024 shift to phantom units reduces dilution risk; dividends withheld until vesting; clawbacks in place; no excise tax gross‑ups .
- Shareholder signals: Say‑on‑pay support 87% in 2024 and 85% in 2023; adoption of phantom stock plan in 2024 directly addressed investor dilution feedback .
- Conflicts/related‑party exposure: Proxy independence review outlines immaterial categories and processes; no director‑specific related party transactions disclosed for Kass; insider trading policy enforced with preclearance and blackout periods .
- RED FLAGS: None disclosed regarding hedging/pledging, option repricing, loans, or related party transactions tied to Kass; continued monitoring warranted but current disclosures are shareholder‑friendly .