Tony Spinelli
About Tony Spinelli
Tony Spinelli (age 57) has served as an independent director of Peapack-Gladstone Financial Corporation since 2017. He is Chief Information Officer at Urban One and previously served as SVP/Chief Information Security Officer at Capital One and COO/President, Cyberdivision at Fractal Industries, bringing deep cybersecurity, security engineering, and compliance expertise to the board. He is a member of the Compensation Committee and the Risk Committee; all members of these committees are independent under NASDAQ rules. The Board and Bank each held 11 meetings in 2024, and every director attended at least 75% of the meetings of the Board and the committees on which they served.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital One Bank | SVP, Chief Information Security Officer | Not disclosed | Cybersecurity leadership relevant to financial services risk oversight |
| Fractal Industries, Inc. | Chief Operating Officer and President, Cyberdivision | Not disclosed | Security engineering and compliance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban One (multi-media company) | Chief Information Officer | Current | Current operating executive role; no other public company directorships disclosed in proxy |
Board Governance
- Committee assignments (2025 proxy as of March 5, 2025): Compensation Committee (member), Risk Committee (member). He is not a chair. Committee meetings in 2024: Compensation 6; Risk 6.
- Independence: All members of the Nominating, Compensation, and Audit Committees are independent under NASDAQ and Rule 10A-3; committee rosters indicate Spinelli’s committees are comprised solely of independent directors.
- Attendance and engagement: The Board of Directors and the Bank board each held 11 meetings in 2024; each director attended at least 75% of the total number of Board and committee meetings on which they served. Independent directors hold executive sessions at least semi-annually, presided over by an independent Chair.
Fixed Compensation
| Metric (Director compensation – 2024) | Amount |
|---|---|
| Cash fees | $62,000 |
| Equity/phantom stock awards (grant-date fair value) | $49,490 |
| Total | $111,490 |
| Fee schedule (policy) | $10,000 annual board retainer; $2,000 per regular Board, Executive or other committee meeting; $900 per Trust Committee meeting; additional annual retainers: Board Chair $80,000, Audit Chair $25,000, Risk Chair $15,000, Nominating Chair $10,000. |
Performance Compensation
| Grant Detail (Directors – 2024) | Value |
|---|---|
| Phantom stock units awarded (2024) | 2,069 units; grant-date fair value $49,490; units vest on March 20, 2025 |
| Aggregate phantom units outstanding at 12/31/2024 | 2,069 units |
| Outstanding options/RSUs at 12/31/2024 (directors) | None |
- Note: Director phantom unit grants are time-based awards; the proxy does not disclose director-specific performance metrics tied to these awards. The 2025 Long-Term Incentive Plan caps total annual director compensation (cash plus equity grant-date fair value) at $450,000 and subjects awards to clawback; no option repricing or cash-outs without shareholder approval; dividends on unvested awards not paid until vesting.
Other Directorships & Interlocks
| Type | Disclosure |
|---|---|
| Current public company boards | None disclosed for Tony Spinelli in the proxy’s director biographies table. |
| Committee roles at other public companies | Not disclosed. |
| Interlocks with PGC competitors/suppliers/customers | None disclosed. |
| Related-party transactions | The proxy describes standard policies; directors and officers may have ordinary-course banking relationships. No Spinelli-specific related-party transaction is identified; the “immaterial relationships” table lists other directors (e.g., deposits/loans/wealth management) but not Spinelli. |
Expertise & Qualifications
- Cybersecurity, security engineering, and compliance expertise; provides insight into emerging threats affecting the Company and clients—aligned with his service on the Risk Committee.
- Board structure supports robust risk oversight (separate Chair/CEO; independent committee leadership).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Anthony (Tony) Spinelli | 12,067 | <0.5% (as denoted by “*”) |
- Stock ownership guidelines: New directors must own at least $10,000 in Company stock at appointment; directors must maintain holdings equal to 5× the annual Board retainer; until guidelines are met, individuals must retain 100% of net shares from Company grants. No fixed compliance period (except the $10,000 at appointment).
- Hedging and pledging: Company policy prohibits directors and executives from hedging Company shares; policy also prohibits holding or pledging Company shares in margin accounts.
Governance Assessment
- Strengths
- Independence and committee alignment: Spinelli serves on the Compensation and Risk Committees, both comprised solely of independent directors; his cybersecurity profile is well matched to risk oversight.
- Attendance/engagement: Board and committee cadence is meaningful (Board 11; Risk 6; Compensation 6 in 2024), and all directors met at least the 75% attendance threshold. Independent director executive sessions are routine.
- Pay alignment for directors: Mix of cash plus time-based phantom units; non-dilutive phantom design adopted to address dilution concerns and subject to robust plan governance (clawback, no repricing, director grant cap).
- Potential watch items
- Director equity is time-based (no disclosed director performance metrics), which is common but provides less explicit performance linkage than PSU-like constructs.
- Related-party risk appears low for Spinelli based on disclosures; the Company permits ordinary-course banking relationships for directors under defined immateriality thresholds. Continued monitoring is prudent.
- No red flags identified in proxy disclosures for Spinelli: no reported related-party transactions, pledging/hedging prohibited by policy, and no attendance concerns disclosed.