Susan A. Cole
About Susan A. Cole
Dr. Susan A. Cole, age 82, has served as an independent director of Peapack-Gladstone Financial Corporation since 2014. She is retired and previously served 23 years as President of Montclair State University, experience the Board cites as valuable for oversight of bank operations. She is considered independent under NASDAQ rules, with immaterial customer relationships in “Deposits, Wealth Management” reviewed within the Board’s independence framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montclair State University | President | 23 years | Oversight experience cited as valuable to Bank operations |
External Roles
- Other public company directorships: not disclosed in the proxy for Dr. Cole .
Board Governance
- Independence: Independent director; immaterial relationships categorized as Deposits, Wealth Management .
- Committee assignments: None as of March 5, 2025 (not listed on Audit, Compensation, Nominating, or Risk) .
- Committee chairs: None .
- Board/committee meetings in 2024 and attendance:
- Board held 11 meetings; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors conduct separate executive sessions at least semi-annually; independent Chair presides .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 8 |
| Compensation | No | — | 6 |
| Nominating | No | — | 1 |
| Risk | No | — | 6 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $35,600 | Includes $10,000 annual Board retainer; $2,000 per regular Board/Executive/other committee meeting; $900 per Trust Committee meeting; Chair retainers for Board/Audit/Risk/Nominating apply to relevant chairs only (she is not a chair) . |
| Equity (stock awards, 2024) | $49,490 | Phantom stock units valued at grant using $23.92 stock price . |
| Total (2024) | $85,090 | — |
Director fee structure and chair fees:
- Board Chair additional retainer: $80,000; Audit Chair: $25,000; Risk Chair: $15,000; Nominating Chair: $10,000 (not applicable to Dr. Cole) .
Performance Compensation
Directors receive time-based phantom stock units; no performance-based metrics (e.g., TSR, EBITDA) are disclosed for director equity grants.
| Metric | Detail |
|---|---|
| Units awarded (2024) | 2,069 phantom stock units |
| Grant valuation basis | $23.92 share price at grant for ASC 718 valuation |
| Grant-date fair value | $49,490 |
| Vesting | Vests March 20, 2025 |
| Outstanding phantom units at 12/31/2024 | 2,069 |
| Options/RSUs outstanding at 12/31/2024 | None for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Not disclosed | — | — | — |
- No shared directorships with named competitors/suppliers/customers are disclosed for Dr. Cole .
Expertise & Qualifications
- Leadership and operations oversight from leading a large academic institution (approx. 20,000 students), cited as relevant to bank operations oversight .
- Independent status confirmed; customer relationships deemed immaterial under Board’s independence policy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dr. Susan A. Cole | 11,260 | * (<0.5%) | Beneficial ownership includes shares with voting/investment power; no options within 60 days; directors had no options/RSUs outstanding at 12/31/2024 . |
| Phantom units outstanding | 2,069 | — | Unvested phantom units as of 12/31/2024; vest March 20, 2025 . |
Stock ownership guidelines:
- Directors must maintain five times the annual Board retainer in Company stock; new directors must own at least $10,000 at appointment; until guidelines are achieved, individuals must retain 100% of net shares received from Company grants under the 2021 LTIP. CEO/executive guidelines also specified; CEO awards subject to one-year post-vesting hold under 2025 LTIP (director specifics not stated) .
- Compliance status for Dr. Cole versus guidelines is not disclosed .
Governance Assessment
- Board effectiveness and independence: Dr. Cole is independent; no committee roles currently, which limits direct governance leverage but reduces potential conflicts from committee-linked fees .
- Attendance and engagement: Company reports at least 75% attendance for all directors; specific attendance rate for Dr. Cole not individually disclosed (monitor for sustained engagement) .
- Incentive alignment: Mix is modest cash plus time-based phantom equity with annual vesting; absence of performance conditions reduces at-risk alignment but is standard for bank director pay; no options outstanding for directors .
- Potential conflicts/related-party exposure: Customer relationships in Deposits and Wealth Management deemed immaterial by policy; no specific related-party transactions disclosed for Dr. Cole .
- Ownership alignment: 11,260 shares beneficially owned plus phantom units; pledging/hedging not noted in disclosed sections; stock ownership guidelines require meaningful stake, but compliance status not reported .
RED FLAGS
- None explicitly disclosed for Dr. Cole. Monitoring items: lack of committee membership (governance influence), only general attendance disclosure (seek individual rates), and absence of performance-based metrics in director equity (common, but reduces pay-for-performance signaling) .
Notes:
- Annual meeting proposals include say-on-pay and LTIP approval; vote outcomes not included in the proxy excerpts provided; recent 8-K filings retrieved did not include Item 5.07 vote results .