DEF 14A of Beacon Financial Corp, Apr 2, 2026

DEF 14A of Beacon Financial Corp

Filed Apr 2, 2026 · FY20250001628280-26-022949

Open on EDGAR

  1. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES

    THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES

  2. Section 16(a) Reports

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | David M. Brunelle | 218,000 | — | - | 1,938 | 219,938 | | Mary Anne Callahan | 142,000 | — | - | 1,938 | 143,938 | | Joanne B. Chang | 80,000 | — | - | — | 80,000 | | Nina A. Charnley | 151,000 | — | - | 1,938 | 152,938 | | Mihir A. Desai | 131,000 | — | - | 1,938 | 132,938 | | Margaret Boles Fitzgerald | 84,167 | — | - | — | 84,167 | | Willard I. Hill, Jr. | 80,000 | — | - | — | 80,000 | | Thomas J. Hollister | 97,500 | — | - | — | 97,500 | | William H. Hughes III | 131,000 | — | - | 1,938 | 132,938 | | Sylvia Maxfield | 170,000 | — | - | 1,938 | 171,938 | | Bogdan Nowak | 84,167 | — | - | — | 84,167 | | John M. Pereira | 80,000 | — | - | — | 80,000 | | Karyn Polito | 134,000 | — | - | 1,938 | 135,938 | | Eric S. Rosengren | 149,000 | — | - | 1,938 | 150,938 | | Merrill W. Sherman | 80,000 | — | - | — | 80,000 |

  3. Compensation Policies and Practices

    | Prohibition on Pledging | Our Insider Trading Policy prohibits insiders from purchasing Company securities on the margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan. | | Equity Grant Practice | Our practice is to approve annual equity award to eligible recipients, including the Named Officers. There may be exceptions to this practice for new hires or other off-cycle awards. We do not backdate equity awards and we do not coordinate grants of equity information so they are made before announcement of favorable information, or after the announcement of unfavorable information. The Company's equity awards are granted at fair market value on a fixed date or event. We do not grant stock options with "reload" features, nor do we loan funds to employees to permit them to exercise stock options. We do not reprice stock options. | | Tax Considerations | In general, the Company may not take an annual deduction for Named Officer compensation in excess of $1 million unless an exception applies. Due to the continued importance and benefits to the Company and our stockholders of awarding compensation that is structured to properly incentivize our executive officers, the Compensation Committee believes that it is in our best interests to retain flexibility in awarding compensation, even if some awards may be non-deductible compensation expenses to the Company. | | Compensation Committee Interlocks and Insider Participation | The members of our Compensation Committee are all independent directors. Our Compensation Committee members have not served as employees of the Company or any of our subsidiaries, and there are no common participants between the Compensation Committee and any other entity of the Company. |

  4. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee has the authority to engage independent consultants to assist it in the compensation process. These consultants are retained by and report directly to the Compensation Committee. The consultants provide expertise and information about competitive trends in the marketplace, including established and emerging compensation practices at other companies. The Compensation Committee has the sole authority to retain and terminate a consultant and to approve the consultant's fees and other terms of engagement. For 2025, the Compensation Committee retained the services of Meridian Compensation Partners, LLC ("Meridian"), which is an independent executive compensation consulting firm. The Compensation Committee assessed the independence of Meridian in 2025 pursuant to SEC and NYSE requirements and concluded that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the Compensation Committee. A representative from Meridian attends the Compensation Committee meetings upon request for the purpose of reviewing compensation data with the Compensation Committee and participating in general discussions on compensation for the Named Officers and periodically meets with the Compensation Committee without management present. While the Compensation Committee considers input from Meridian when making compensation decisions, the Compensation Committee's final decisions reflect many factors and considerations. In 2025, and prior to the Transaction, the Compensation Committee retained Luse Gorman PC to provide Legal advice regarding compensation matters. Following the Transaction, the Compensation Committee retained Goodwin Procter LLP and Covington & Burling LLP to provide legal advice regarding compensation related matters. The Compensation Committee assessed the independence of each of Luse Gorman PC, Goodwin Procter LLP, and Covington & Burling LLP in 2025 pursuant to SEC and NYSE requirements and concluded that no conflict of interest exists that would prevent Luse Gorman PC, Goodwin Procter LLP, or Covington & Burling LLP from serving as an independent consultant to the Committee. Meridian, Luse Gorman PC, Goodwin Procter LLP, and Covington & Burling LLP report directly to the Compensation Committee and provide consulting services to the Committee under the Committee's direction.

  5. Compensation Benchmarking

    Compensation Benchmarking The Compensation Committee reviews data from a number of sources when considering executive compensation decisions including compensation at banks of a similar size and business model to the Company. These include the competitive market analysis of peer group and industry data regarding current pay level and practices relative to its named peer group prepared by the compensation consultant. The compensation consultant's analysis also includes survey data for positions of similar scope and focus in the markets where the Company competes for talent. Market data from a variety of independent sources is used to ensure that the Company’s total compensation package is competitive in the markets within which it competes for executive talent. In addition, the Compensation Committee evaluates the mix of short-term and long-term compensation against relevant market factors with the goal of promoting long-term performance and stability for the Company while maintaining a compensation mix for each Named Officer that is competitive in the market. In 2025, the legacy Berkshire named peer group consisted of the following1:

  6. Compensation Benchmarking

    | Community Financial Systems | Northwest Bancshares, Inc. | | ConnectOne Bancorp, Inc. | OceanFirst Financial Corp. | | Dime Community Bancshares | Park National Corporation | | Eastern Bankshares, Inc. | Provident Financial Services, Inc. | | First Commonwealth Financial Corporation | S&T Bancorp, Inc. | | Flushing Financial Corporation | Tompkins Financial Corporation | | Independent Bank Corp. | Univest Financial Corporation | | NBT Bancorp, Inc. | Washington Trust Bancorp, Inc. |

  7. Compensation Benchmarking

    The peer group companies are headquartered predominantly in the Northeast and Middle Atlantic regions, as this provides the most reasonable basis for the evaluation of executive compensation levels. The peer group is designed to position the Company within a group of peers who have one-half to two 1 At the time legacy Berkshire compensation decisions were made, the Peer Group also included the following entities which no longer exist as of December 31, 2025: Brookline Bancorp, Inc., HarborOne Bancorp, Inc., Premier Financial Corp. and Sandy Spring Bancorp, Inc. times the Company's asset size and approximately at the median at the time compensation evaluations are conducted. Berkshire compensation evaluations were conducted in October 2024 for 2025 compensation. The total assets of the companies in legacy Berkshire's peer group ranged from $5.79 billion to $21.04 billion, with a median asset size of $11.6 billion. The Company's asset size at the time of the review was $11.63 billion. Compensation evaluations for Brookline were conducted in September 2024 for 2025. The total asset size of the companies in the legacy Brookline peer group ranged from $6.51 billion to $21.04 billion, with the median asset size of $11.6 billion. Legacy Brookline's asset size at the time of review was $11.92 billion. While competitive practice is an important component of the Company’s compensation philosophy, it is not the sole determinant of executive compensation and benefit practices and programs.

  8. 2025 Compensation Elements and Decisions

    2025 Compensation Elements and Decisions As discussed in the Decision-Making Process section above, the Company utilizes a variety of criteria when establishing compensation opportunities for executive management positions. Along with the factors listed above, the Company considers: •Recognition of the relative value and contribution of the position to the Company; •Consideration of the unique qualifications and/or capabilities required by the position; •The Company’s desired relationship to its external marketplace vis-à-vis a particular position; and •The Company’s ability to pay. The Company positions its executive total compensation package – base salary combined with short- and long-term incentives – to be market competitive when performance goals are achieved. Short- and long-term incentives are designed and administered to ensure that actual results in relation to the Company’s performance objectives appropriately position earned pay levels relative to the competitive market. The Company's benefit program, which is available to all full-time employees including the Named Officers, is designed to provide each employee with a competitive benefit program. As is reflected in the Summary Compensation Table, the Company maintains a very limited perquisites program and provides such benefits only where they support productivity or further the Company's business interests.

  9. Short-Term Incentives

    Short-Term Incentives The Company’s annual variable, or “at risk,” compensation is delivered through the Company’s short-term incentive plan (the “Incentive Plan”). This program is designed to align management’s interests with the achievement of the Company’s financial objectives for the year. The Incentive Plan is cash based and a target incentive opportunity is established for each position. Once the annual aggregate funding level has been established, individual awards are determined based on each officer’s annual performance and contribution. In 2025, and in connection with the Transaction, management was tasked with successfully completing the Transaction, integrating legacy Berkshire and Brookline along with the legacy banks, and, maintaining the ongoing, day-to-day business operations. Recognizing the unique nature of a merger of equals and the business objectives for each of Berkshire and Brookline in 2025, the Compensation Committee of Brookline and the Board of Berkshire each authorized the funding and payment of each company's legacy short-term incentive plans ("STI") at target. The 2025 STI was paid in two installments. The first installment reflecting two-thirds of the target incentive opportunity was paid by legacy Brookline and Berkshire in the final payroll prior to close of the Transaction. The remaining installment, reflecting one-third of the target incentive opportunity, was paid by the Company in February 2026. The amounts set forth in the table below reflect each Named Officer's target incentive opportunity. Please refer to the Summary Compensation Table section of this Proxy Statement for actual amounts paid to each Named Officer. Incentive awards paid to our Named Officers for 2025 annual performance were as follows:

  10. Short-Term Incentives

    | Named Officer | Base Salary ($) | Target % of Base Salary | Payout at Target ($) | Actual Percentage Achieved (%) | Actual Payout Earned ($) | | Paul A. Perrault | $1,000,000 | 75% | $750,000 | 100% | $750,000 | | Carl M. Carlson | $597,000 | 60% | $358,200 | 100% | $358,200 | | Sean A. Gray | $595,680 | 60% | $357,408 | 131% | $469,635 | | Jacqueline Courtwright | $370,000 | 60% | $222,000 | 100% | $204,560 | | Wm. Gordon Prescott | $350,000 | 60% | $210,000 | 100% | $192,400 | | Nitin J. Mhatre | $851,700 | 75% | $638,775 | N/A | $— | | Brett Brbovic | $331,500 | 40% | $132,600 | N/A | $— | | James C. Brown | $479,400 | 55% | $263,670 | N/A | $— | | Gregory Lindenmuth | $362,457 | 45% | $163,106 | N/A | $— |

  11. Short-Term Incentives

    Messrs. Mhatre, Brbovic, Brown, and Lindemuth departed the Company in connection with the Transaction and did not receive an incentive payment for 2025. Ms. Courtwright and Mr. Prescott's base salaries for 2025 were adjusted in connection with the Transaction. Their incentive payments reflect a prorated payment based on their salary at the commencement of 2025 and as adjusted in connection with the Transaction. With regard to Mr. Gray's 2025 STI payment, the legacy Berkshire Board provided for an additional incentive amount to recognize Mr. Gray's impact on and efforts relative to preparing and leading legacy Berkshire's employees through the Transaction date and integration efforts. Messrs. Perrault and Carlson were paid a prorated portion of their 2025 STI by legacy Brookline prior to close of the Transaction. Please see the Summary Compensation Table section of this Proxy Statement for the 2025 STI paid by the Company.

  12. Long-Term Incentives

    Long-Term Incentives The Compensation Committee believes that profitability and growth are measured not only in annual increments, but also over an extended period of time. In addition, the Compensation Committee is of the opinion that it is important to consider performance relative to the Company’s peer group, and to align the interests of the management team with that of the Company’s stockholders. The Compensation Committee believes that these goals are accomplished through equity awards. The Company’s equity-based long-term incentive program represents a significant component of each executive officer’s total compensation and is also variable in nature. Equity grants may be made in the form of stock options or restricted shares, and restricted shares, in turn, may vest based on performance metrics or over time. Pursuant to the Merger Agreement, the legacy companies did not provide grants of restricted stock in 2025 and instead provided awards of cash in lieu of stock to the Named Officers and certain other officers and employees. Legacy Berkshire Named Officers each received an award equal to the dollar value of their historical three-year long term incentive grant that was paid in two installments, (i) at close of the Transaction, and (ii) for those Named Officers who remained in office as of December 31st, in the final payroll of the year. Messrs. Perrault and Carlson each received an award equal to the dollar value of one-year of their historical long term incentive grant that was paid in two installments, (i) at close of the Transaction, and (ii) in the final payroll of the year. On September 19, 2025, Messrs. Perrault and Carlson received a one-time grant of time based restricted stock that vests in two equal installments on the first and second anniversaries of the close of the Transaction. The dollar value of the stock grant reflects two years of each Named Officer's historical long-term incentive grant. Generally, time- and performance-contingent restricted stock are awarded to the Named Officers. The Compensation Committee considers the intended purpose of each award and alignment with stockholder interests in determining the appropriate form and design of these awards. The Compensation Committee has established a target percentage of base salary for each Named Officer for the granting of stock pursuant to the Company's Long-Term Incentive Plan. As set forth above, the legacy Berkshire Named Officers received cash in lieu of stock for 2025. For all Named Officers, the dollar value of the cash in lieu of stock is reported in the Summary Compensation Table. As set forth above, Messrs. Perrault and Carlson received a combination of cash in lieu and time based long term equity awards. The target percentage of base salary for the Company's Named Officers are as follows:

  13. Long-Term Incentives

    | Named Officer | Target Percentage of Base Salary (%) | Time Based Restricted Stock Awards | Performance Based Restricted Stock Awards | Total 2025 Restricted Stock Grant | | Paul A. Perrault | 70% | 17,921 | — | 17,921 | | Carl M. Carlson | 50% | 7,879 | — | 7,879 | | Sean A. Gray | 50% | N/A | N/A | — | | Jacqueline Courtwright | 45% | N/A | N/A | — | | Wm. Gordon Prescott | 45% | N/A | N/A | — | | Nitin J. Mhatre | 105% | N/A | N/A | — | | Brett Brbovic | 50% | N/A | N/A | — | | James C. Brown | 80% | N/A | N/A | — | | Gregory Lindenmuth | 45% | N/A | N/A | — |

  14. Long-Term Incentives

    It is the Compensation Committee's intent to resume a long-term incentive program with time- and performance-contingent restricted stock in 2026.

  15. Vesting of the Legacy Berkshire 2022 Performance Grants

    Vesting of the Legacy Berkshire 2022 Performance Grants In January 2022, the Compensation Committee granted long-term incentive restricted stock awards with performance criteria (the “2022 Performance Awards”) to the legacy Berkshire Named Officers then in office in accordance with the terms of the 2022 Berkshire Hills Bancorp, Inc. Equity Plan. The terms of the 2022 Performance Awards were discussed in the Company's 2023 Proxy Statement and covered a three-year performance period running from 2022-2024. The 2022 Performance Awards were subject to the attainment of two performance measures: absolute improvement in operating ROTCE and relative TSR compared to a defined Industry Index. The Company's Operating ROTCE (as defined in the 2023 Proxy Statement) increased on an average annual basis by 0.19%. The threshold for this average outperformance was 0.75%. The Company did not achieve this threshold; therefore no incentive compensation was earned for this metric. The Company's performance relative to the second metric, relative TSR, achieved the 56th percentile, which exceeded target. The combined payout ratio was 56.3%.

  16. Vesting of the Legacy Berkshire 2022 Performance Grants

    | | | Long Term Incentive Plan 2022-2024 Performance and Payout | | | | | | | Performance Measure | Weight | Threshold | Target | Stretch | Actual | % Funding | Pool Allocation | | Absolute Annual Change in Operating ROTCE | 50% | 0.75% | 1.09% | 1.42% | 0.19% | 0.00% | 0.00% | | Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile | 56th percentile | 112.6% | 56.30% | | Payout (% of shares granted) | 100% | 50% | 100% | 150% | Total Payout | | 56.30% |

  17. Supplemental Executive Retirement Plan

    Supplemental Executive Retirement Plan On April 1, 2021, Berkshire Bank entered into a supplemental executive retirement plan ("SERP") with Mr. Mhatre. Under the terms of Mr. Mhatre's SERP, in the event of Mr. Mhatre’s termination of employment for a reason other than for cause prior to normal retirement age (age 65) and in connection with or within two years following a "change in control" (as defined in his SERP), Mr. Mhatre’s account balance would become fully vested and the amount of the account balance shall be increased to equal the amount that Berkshire Bank would have otherwise credited Mr. Mhatre’s account through the calendar year in which Mr. Mhatre would have attained normal retirement age. Mr. Mhatre's SERP was terminated in connection with the closing of the Transaction and Mr. Mhatre was paid $2 million. On January 1, 2019, Berkshire Bank and Mr. Gray entered into a SERP. Pursuant to the terms of the SERP, on an annual basis from January 1, 2019 through January 1, 2028, and provided Mr. Gray remained employed by Berkshire Bank on the date of such contribution, Berkshire Bank agreed to credit Mr. Gray's account balance with $100,000. Berkshire Bank's total potential contribution to Mr. Gray's SERP was $1 million. Mr. Gray was entitled to the value of the vested account balance upon his termination of employment or death. Upon a termination of employment or death, the account balance would be paid in a lump sum payment to Mr. Gray or his beneficiary, as applicable. In the event that Mr. Gray's employment was terminated within two years following a change in control (as defined in the SERP), an amount equal to $1 million would be paid to Mr. Gray in a single payment. In connection with the closing of the Transaction, Mr. Gray's SERP was terminated and Mr. Gray was paid $1 million.

  18. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company has a Nonqualified Deferred Compensation Plan open to eligible participants, which includes members of the Company’s Board of Directors, and certain executive officers, including the Named Officers. The Company assumed the legacy Brookline Nonqualified Deferred Compensation Plan following close of the Transaction. Information presented in this Proxy Statement for eligible executives who participated in the legacy Brookline Nonqualified Deferred Compensation Plan reflects their cumulative balance including contributions made while employees of legacy Brookline. Commencing January 1, 2026, all of the Company's eligible executive officers and directors (as such terms are defined in the Nonqualified Deferred Compensation Plan) may elect to defer from 5% to 100% of their annual base salary and/or cash incentive payment. Amounts deferred earn interest credited at the end of each month based on the Company’s average annual yield on earning assets for the previous calendar quarter, converted to a monthly equivalent yield. Mr. Perrault is eligible to receive a Company contribution pursuant to his Employment Agreement, please see the Named Executive Officer Compensation section of this Proxy Statement for additional details.

  19. Employment and Change-in-Control Agreements

    Employment and Change-in-Control Agreements The Company has entered into employment agreements with certain Named Officers including its President and Chief Executive Officer, Chief Financial & Strategy Officer, Chief Operations Officer, and certain other senior officers within the Company. These agreements are intended to provide the Company with the continued employment and undivided attention of its Named Officers without the potential distraction resulting from the reduction of job security inherent in employment by a publicly-held institution. The employment agreements provide assurances to Named Officers regarding the continued payment of salary and benefits in the event of involuntary termination or a change in control at the Company. In connection with the Transaction, the Company entered into Retention Agreements with each of Ms. Courtwright and Mr. Prescott. These Retention Agreements set forth the terms and conditions of employment for each of Ms. Courtwright and Mr. Prescott. Please refer to the Named Executive Officer Compensation section of this Proxy Statement for a more detailed description of the arrangements outlined in this section.

  20. Clawback Policy

    Clawback Policy In accordance with the requirements of the Securities and Exchange Commission's Rule 10D-1 ("Rule 10D-1") and the requirements of the NYSE listing standards, the Compensation Committee has adopted the Beacon Financial Corporation Clawback Policy (the "Clawback Policy"). The Clawback Policy applies to cash and equity awards made pursuant to the Company's Short and Long Term Incentive Plans. In the event of a restatement of the Company's financial results (as that term is defined in Rule 10D-1), the Company's Compensation Committee will review all cash and equity awards paid to the Company's executive officers during the applicable three-year performance period. In the event that the Compensation Committee determines an award would have been lower based on the restated financial performance, the Compensation Committee will require such executive officer to reimburse that portion of the award that exceed the restated financial performance measures. In addition to the Clawback Policy and any other remedies available to the Company and subject to applicable law, if the Board or the Compensation Committee of the Board determines that it is appropriate, the Company may recover in whole or in part any bonus, incentive payment, equity award or other compensation received by an officer of the Company to the extent that such bonus, incentive payment, equity award or other compensation is or was based on any financial results or operating metrics that were impacted by the officer’s knowing or intentional fraudulent or illegal conduct, including the making of a material misrepresentation contained in the Company’s financial statements.

  21. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and non-cash compensation for the fiscal years ended December 2025, 2024, and 2023 awarded to or earned by our Chief Executive Officer, Chief Financial Officer, and the Company’s three other highest paid Named Officers whose total compensation earned in 2025, 2024, and 2023 exceeded $100,000. Messrs. Mhatre, Brbovic, Brown, and Lindenmuth departed the Company in connection with the closing of the Transaction. The compensation for Messrs. Perrault and Carlson reflects their service at the Company commencing on September 1, 2025.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Paul A. Perrault........... | 2025 | 333,333 | — | 452,684 | 242,500 | — | 255,923(4) | 1,284,440 | | President and Chief Executive | | | | | | | | | | Carl M. Carlson............ | 2025 | 199,000 | — | 199,024 | 115,850 | — | 54,397(5) | 568,271 | | Chief Financial and Strategy Officer | | | | | | | | | | Sean A. Gray......... | 2025 | 595,680 | 100,000 | — | 469,635 | — | 1,654,054(6) | 2,819,369 | | Chief Operations Officer | 2024 | 584,000 | — | 501,885 | 394,445 | — | 310,642 | 1,790,972 | | | 2023 | 584,000 | — | 516,664 | 327,063 | — | 167,736 | 1,595,463 | | Jacqueline Courtwright | 2025 | 340,933 | 30,000 | — | 204,560 | — | 1,646,706(7) | 2,222,199 | | Chief Human Resources Officer | | | | | | | | | | Wm. Gordon Prescott.. | 2025 | 320,667 | 60,000 | — | 192,400 | — | 1,551,599(8) | 2,124,666 | | General Counsel | | | | | | | | | | Nitin J. Mhatre............. | 2025 | 567,800 | — | — | — | — | 7,975,050(9) | 8,542,850 | | Former Chief Executive Officer, Berkshire | 2024 | 835,000 | — | 886,410 | 704,970 | — | 236,570 | 2,662,950 | | | 2023 | 835,000 | — | 905,934 | 584,542 | — | 307,905 | 2,633,381 | | Brett Brbovic.............. | 2025 | 221,000 | 40,000 | — | — | — | 1,686,395(10) | 1,947,395 | | Former Chief Financial Officer, Berkshire | 2024 | 293,071 | — | 165,018 | 109,922 | — | 24,642 | 592,653 | | | 2023 | 253,575 | — | 111,274 | 59,172 | — | 12,163 | 436,184 | | James Brown............... | 2025 | 319,600 | — | — | — | — | 2,746,895(11) | 3,066,495 | | Former Head of Commercial, Berkshire | 2024 | 470,000 | — | 377,788 | 290,933 | — | 37,452 | 1,176,173 | | | 2023 | 430,231 | — | 150,000 | 241,284 | — | 20,154 | 841,669 | | Gregory Lindenmuth | 2025 | 241,638 | 10,000 | — | — | — | 1,895,376(12) | 2,147,014 | | Former Chief Risk Officer, Berkshire | 2024 | 355,350 | — | 161,681 | 180,008 | — | 26,875 | 723,914 | | | 2023 | 355,350 | — | 160,000 | 149,258 | — | 16,351 | 680,959 |

  23. Summary Compensation Table

    | 1 | The amounts in this column represent the bonus granted at the discretion of the Compensation Committee in excess of the amount of non-equity incentive plan compensation paid. | | 2 | The amounts in this column represent the aggregate grant date fair value of restricted stock awards made in 2025, 2024 and 2023, respectively. The grant date fair value was calculated by multiplying the number of shares by the closing price of the Company's stock on the grant date in accordance with FASB ASC Topic 718. With respect to the performance based component of the awarded restricted stock, amounts included in this column represent the grant date fair value of the target level of the award as we consider target to be the probable outcome. There were no grants of performance based restricted stock in 2025. For a more complete description of the stock awards granted in 2025, please see Compensation Discussion and Analysis. | | 3 | Compensation shown in this column represents payments earned under the Company's Incentive Plan. The amounts earned in 2025 were paid in 2025 and 2026. For 2025 only, the amounts earned through close of the Transaction were paid as of September 1, 2025. The amounts earned between close and December 31, 2026 were paid in February, 2026. | | 4 | Mr. Perrault joined the Company on September 1, 2025 in connection with the Transaction. Amounts reported reflect his compensation from the Company. In 2025 includes: (a) 401(k) plan employer contribution in the amount of $5,833, (b) automobile expense in the amount of $1,348, (c) club dues in the amount of $2,048, (d) insurance benefit payments in the amount of $9,023, and (e) a health savings account contribution in the amount of $400, (f) deferred compensation plan employer contributions in the amount of $161,000, and (g) a cash in lieu of stock payment in the amount of $76,271. With respect to Mr. Perrault's automobile expenses, the Company computes the aggregate incremental cost of the automobile to Mr. Perrault by using the annual depreciation amount and reports taxable cost of the automobile to Mr. Perrault here. | | 5 | Mr. Carlson joined the Company on September 1, 2025 in connection with the Transaction. Amounts reported reflect his compensation from the Company. In 2025 includes: (a) 401(k) plan employer contribution in the amount of $5,833, (b) club dues in the amount of $5,978, (c) insurance benefit payments in the amount of $8,656, (d) a health savings account contribution in the amount of $400, and (e) a cash in lieu of stock payment in the amount of $33,530. | | 6 | In 2025 includes: (a) 401(k) plan employer contribution in the amount of $13,657, (b) insurance benefit payments in the amount of $17,789, (c) a Supplemental Executive Retirement account payout in the amount of $1,000,931, (d) a cash in lieu of stock payment in the amount of $496,400, (e) long term care insurance in the amount of $32,247, (f) a long term care insurance tax gross up in the amount of $2,445, (g) a health savings account contribution in the amount of $1,000, (h) automobile expenses in the amount of $15,000, and (i) dividends on unvested restricted stock grants in the amount of $74,585. | | 7 | In 2025 includes: (a) 401(k) plan employer contribution in the amount of $13,510, (b) a cash in lieu of stock payment of $144,000, (c) insurance benefit payments in the amount of $20,505, (d) a change in control payment in the amount of $1,446,000, (e) a long term care insurance tax gross up in the amount of $488, (f) a health savings account contribution in the amount of $1,000, and (g) dividends on unvested restricted stock grants in the amounts of $21,203. | | 8 | In 2025 includes: (a) 401(k) plan employer contribution in the amount of $11,086, (b) a cash in lieu of stock payment of $135,000, (c) insurance benefit payments in the amount of $20,505, (d) a change in control payment in the amount of $1,365,000, (e) a long term care insurance tax gross up in the amount of $442, (f) a health savings account contribution in the amount of $1,000, and (g) dividends on unvested restricted stock grants in the amounts of $18,566. | | 9 | Mr. Mhatre departed the Company in connection with the Transaction on September 1, 2025. Mr. Mhatre's base salary for 2025 was 851,700, the amount reported in the table reflects the portion of his base salary received prior to his departure. In 2025 includes: (a) 401(k) plan employer contribution in the amount of $14,000, (b) a cash in lieu of stock payment of $584,500, (c) insurance benefit payments in the amount of $11,859, (d) a change in control payment in the amount of $7,223,392, (e) a long term care insurance tax gross up in the amount of $4,300, (f) automobile expenses in the amount of $12,808, (g) a health savings account contribution in the amount of $667, and (h) dividends on unvested restricted stock grants in the amounts of $123,524. | | 10 | Mr. Brbovic departed the Company in connection with the Transaction on September 1, 2025. Mr. Brbovic's base salary for 2025 was 331,500, the amount reported in the table reflects the portion of his base salary received prior to his departure. In 2025 includes: (a) 401(k) plan employer contribution in the amount of $9,919, (b) a cash in lieu of stock payment of $108,333, (c) insurance benefit payments in the amount of $11,475, (d) a change in control payment in the amount of $1,530,714, (e) a health savings account contribution in the amount of $333, (f) automobile expenses in the amount of $10,673, and (g) dividends on unvested restricted stock grants in the amounts of $14,948. | | 11 | Mr. Brown departed the Company in connection with the Transaction on September 1, 2025. Mr. Brown's base salary for 2025 was $479,400, the amount reported in the table reflects the portion of his base salary received prior to his departure. In 2025 includes: (a) a cash in lieu of stock payment of $249,100, (b) insurance benefit payments in the amount of $11,890, (c) a change in control payment in the amount of $2,462,657, (d) a long term care insurance tax gross up in the amount of $453, (e) a health savings account contribution in the amount of $667, and (f) dividends on unvested restricted stock grants in the amounts of $22,128. | | 12 | Mr. Lindenmuth departed the Company in connection with the Transaction on September 1, 2025. Mr. Lindenmuth's base salary for 2025 was 362,457, the amount reported in the table reflects the portion of his base salary received prior to his departure. In 2025 includes: (a) 401(k) plan employer contribution in the amount of $11,068, (b) a cash in lieu of stock payment of $106,600, (c) insurance benefit payments in the amount of $5,086, (d) a change in control payment in the amount of $1,748,770, (e) a health savings account contribution in the amount of $333, (f) a long term care insurance tax gross up in the amount of $331, and (g) dividends on unvested restricted stock grants in the amounts of $23,188. |

  24. Grants of Plan-Based Awards – 2025

    Grants of Plan-Based Awards – 2025 The following table itemizes 2025 stock awards made to the Company’s Named Officers as of December 31, 2025. The information presented below reflects stock awards made by the Company in 2025. Messrs. Mhatre, Brbovic, and Brown are no longer with the Company and did not receive stock awards in 2025. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, above, Ms. Courtwright and Messrs. Gray and Prescott received cash in lieu of stock awards in 2025.

  25. Grants of Plan-Based Awards – 2025

    | | | | | Estimated Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | | Date of Grant Approval | Target ($) | Threshold (#)(3) | | Target (#)(4) | Maximum (#)(5) | | | | | | | | | Paul A. Perrault | | | | 750,000 | — | | — | — | | — | | — | — | | | | | 9/19/2025 | | 9/8/2025 | | — | | — | — | | 17,921 | | — | — | | 452,684 | | | | 6/22/2022 | | | — | — | — | — | — | — | — | — | — | 314999 | — | | Carl M. Carlson | | | | 358,200 | — | | — | — | | — | | — | — | | — | | | 9/19/2025 | | 9/8/2025 | | — | | — | — | | 7,879 | | — | — | | 199,024 | | | | | | | — | | — | — | | — | | — | — | | — | | Sean A. Gray | | | | 357,408 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | Jacqueline Courtwright | | | | 222,000 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | Wm. Gordon Prescott | | | | 210,000 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | Nitin J. Mhatre | | | | | — | | — | — | | — | | — | — | | — | | | | | | 638,775 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | Brett Brbovic | | | | 132,600 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | James Brown | | | | 263,670 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — | | Gregory Lindenmuth | | | | 163,106 | — | | — | — | | — | | — | — | | — | | | | | | | — | | — | — | | — | | — | — | | — |

  26. Grants of Plan-Based Awards – 2025

    | 1 | This column displays the potential payouts to the Named Officers under the Incentive Plan assuming target and maximum levels of performance are met. The Incentive Plan does not establish a minimum or a maximum for these allocations, therefore the sub-columns "Threshold ($)" and "Maximum ($)" are not applicable and have not been presented. Actual amounts paid in February 2026 to the Named Officers under the Incentive Plan are reflected in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation. | | 2 | For 2025 only, performance based shares were not granted to the Named Officers. Legacy Berkshire Named Officers received a cash in lieu of stock payment equivalent to the dollar value of a three year grant of restricted stock. Messrs. Perrault and Carlson each received a Cash in Lieu of stock payment equivalent to the dollar value of a one year grant of restricted stock and a grant of time based restricted stock equivalent to the dollar value of a two year grant of restricted stock. Please see the Compensation Discussion and Analysis section of this Proxy Statement for more information. | | 3 | Threshold has been established as performance at the 25th percentile or greater when measured against the defined peer group. Performance between the 25th and 50th percentile would be determined via linear interpolation. | | 4 | Target has been established as performance at the 50th percentile of the peer group. | | 5 | Performance between the 50th and 75th percentile would be paid between target and maximum, determined via linear interpolation. Maximum payments of 150% of target would be paid for performance above the 100th percentile when measured relative to the peer group determined via linear interpolation. | | 6 | Time based shares granted to the Named Officers on September 19, 2025 vest one-half per year for two years. | | 7 | Amounts in this column reflect the aggregate grant date fair value of the time based restricted stock awards granted in 2025. The grant date fair value of the time and performance based restricted stock awards was determined by multiplying the number of restricted shares granted by the closing price of the Company's common stock on September 19, 2025 for the Named Officer. For purposes of this table, the grant date fair value of the performance shares was assumed at the target level, which we consider to be the probable outcome. |

  27. Outstanding Equity Awards at Fiscal Year End – 2025

    Outstanding Equity Awards at Fiscal Year End – 2025 The following table itemizes outstanding stock awards held by the Company’s Named Officers as of December 31, 2025. In connection with the Transaction, all outstanding stock awards vested. The information presented below reflects stock awards made by the Company in 2025. Messrs. Mhatre, Brbovic, and Brown are no longer with the Company and did not receive stock awards in 2025. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, above, Ms. Courtwright and Messrs. Gray and Prescott received cash in lieu of stock awards in 2025. The Named Officers did not hold any outstanding option awards as of December 31, 2025:

  28. Outstanding Equity Awards at Fiscal Year End – 2025

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan awards: number of unearned shares, units or other rights that have not Vested (#)(1) | Equity Incentive Plan awards: payout value of unearned shares, units or other rights that have not Vested ($)(2) | | Paul A. Perrault......... | 9/19/2025 | 17,921 | 472,577 | — | — | | Carl M. Carlson.......... | 9/19/2025 | 7,879 | 207,769 | — | — | | Sean A. Gray........... | N/A | — | — | — | — | | Jacqueline Courtwright | N/A | — | — | — | — | | Wm. Gordon Prescott | N/A | — | — | — | — | | Nitin J. Mhatre........... | N/A | — | — | — | — | | Brett Brbovic.............. | N/A | — | — | — | — | | James Brown............. | N/A | — | — | — | — | | Gregory Lindenmuth... | N/A | — | — | — | — |

  29. Outstanding Equity Awards at Fiscal Year End – 2025

    | 1 | These numbers represent shares of restricted stock subject to time based vesting requirements. The shares of restricted stock subject to time based vesting requirements vest ratably on annual basis for two years beginning on September 1, 2026. Shares were granted pursuant to the 2025 Berkshire Hills Bancorp, Inc. Stock Option and Incentive Plan. | | 2 | Based on market value per share of $26.37 at December 31, 2025. |

  30. Option Exercises and Stock Vested - 2025

    Option Exercises and Stock Vested - 2025 The following table sets forth information with respect to the aggregate amount of stock awards that vested during the last fiscal year and the value realized thereon. None of the Company's Named Officers exercised option awards in 2025.

  31. Option Exercises and Stock Vested - 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Paul A. Perrault.......... | — | —(1) | | Carl M. Carlson.......... | — | —(1) | | Sean A. Gray............. | 43,506 | 1,171,645(1)(2) | | Jacqueline Courtwright... | 12,456 | 354,743(1)(2) | | Wm. Gordon Prescott.... | 11,091 | 311,144(1)(2) | | Nitin J. Mhatre.............. | 73,286 | 1,980,285(1)(2) | | Brett Brbovic................ | 11,462 | 280,809(1)(2) | | James Brown................. | 17,388 | 519,701(1)(2) | | Gregory Lindenmuth...... | 13,651 | 391,696(1)(2) |

  32. Option Exercises and Stock Vested - 2025

    | 1 | In accordance with SEC rules, this table provides information regarding stock award vesting that occurred in 2025. This table presents gross share amounts, without accounting for shares withheld upon vesting for payment of taxes. Messrs. Perrault and Carlson joined the Company on September 1, 2025 and did not have shares of the Company's stock vest in 2025. | | 2 | Value is based on the number of shares that vested on January 30, 2025, April 1, 2025, July 1, 2025, and September 1, 2025, multiplied by the closing price per share on the vesting dates, which was $28.57, $25.95, $25.19 and $26.26, respectively. Not all Named Officers had grants vest on all of the dates. Included in the number of shares acquired on vesting are performance-based restricted stock grants made to the Named Officers. In accordance with the terms of the Transaction, the performance-based restricted stock vested at target. |

  33. Nonqualified Deferred Compensation – 2025

    Nonqualified Deferred Compensation – 2025 The following table contains information about the activity in, and the balances of, each Named Officer’s Nonqualified Deferred Compensation account as of December 31, 2025. For more information about the Company’s Nonqualified Deferred Compensation Plan, please see Nonqualified Deferred Compensation Plan above.

  34. Nonqualified Deferred Compensation – 2025

    | | Executive Contribution in 2025 | Company Contributions in 2025 | Aggregate Earnings in 2025 | Aggregate Withdrawals or Distributions | Aggregate balance as of December 31, 2025 | | Name | ($) (1) | ($)(2) | ($) (3) | ($) | ($) | | Paul A. Perrault........... | — | 161,000 | 384,713 | — | 7,163,654 | | Carl M. Carlson......... | 28,319 | — | 131,599 | — | 2,507,632 | | Sean A. Gray............. | — | — | — | — | — | | Jacqueline Courtwright | — | — | — | — | — | | Wm. Gordon Prescott | — | — | — | — | — | | Nitin J. Mhatre............ | — | — | — | — | — | | Brett Brbovic.............. | — | — | — | — | — | | James Brown............. | — | — | — | — | — | | Gregory Lindenmuth.. | — | — | — | — | — |

  35. Nonqualified Deferred Compensation – 2025

    | 1 | The amount listed represents the amounts contributed by the Named Officer which are reported as salary earned in the last fiscal year in the Summary Compensation Table. | | 2 | The amount listed represents an amount contributed by the Company on behalf of the Named Officer pursuant to his Employment Agreement as more fully described below. | | 3 | The aggregate earnings represent interest earned on the Named Officer's balances calculated monthly using the Company's average annual yield on earning assets for the previous calendar quarter, converted to a monthly equivalent yield. Please note, for 2025, this represents interest earned for the full plan year. | | 4 | The legacy Brookline plan was assumed by the Company following close of the Transaction. Amounts included reflect contributions made pre and post close of Transaction. |

  36. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Employment Agreement with Paul A. Perrault. The Company and Brookline Bank entered into an employment agreement (as amended the “Perrault Agreement”) with Mr. Perrault on April 11, 2011 which was amended on July 25, 2018, March 10, 2021, September 22, 2021, April 28, 2023, and December 16, 2024. The Perrault Agreement was assumed by the Company in connection with the Transaction. The Perrault Agreement is for a period of 36 calendar months, and commencing on the first anniversary of the date of the Perrault Agreement, and continuing at each anniversary date thereafter, the Perrault Agreement shall renew for an additional year unless written notice is provided to Mr. Perrault at least 60 days prior to any such anniversary date. Capitalized terms used in this section that are not defined have the meanings assigned to them in the Perrault Agreement. In connection with the Transaction, the Perrault Agreement was amended to remove Mr. Perrault's service as Chair of the Bank as a Good Reason termination event (the "Fifth Amendment"). No other changes to the Perrault Agreement were made in the Fifth Amendment or in connection with the Transaction. The Perrault Agreement provides that the Company will pay Mr. Perrault a base salary and an annual short-term incentive payment of up to 75% of base salary. As previously discussed, payment of this award is predicated upon the Company’s achievement of established annual goals. The Perrault Agreement also sets forth the terms and conditions of Mr. Perrault’s long-term incentive, which is in the form of equity compensation. Specifically, Mr. Perrault is eligible to receive an award of restricted stock having a value equal to 70% of his base salary in effect at the time the award is made. Fifty percent of each award will vest ratably over a three-year period, with the remaining 50% vesting at the end of a three-year period based on the attainment of performance goals which are established by the Compensation Committee. Upon the occurrence of an Event of Termination, prior to or at least 12 months after a Change in Control, Mr. Perrault (or his beneficiaries or estate in the event of his death subsequent to his termination of employment) is entitled to receive an amount equal to the sum of (i) Mr. Perrault’s base salary, and (ii) the applicable target bonus for the current year. Upon the occurrence of an Event of Termination within 12 months after a Change in Control, Mr. Perrault (or his beneficiaries or estate) is entitled to receive an amount equal to three times the sum of items (i) Mr. Perrault's base salary, and (ii) the applicable target bonus for the current year, and all unvested restricted and performance stock awards immediately vest and become payable on the occurrence of a Change in Control. Upon the occurrence of an Event of Termination, life and disability coverage substantially identical to the coverage maintained by the Company shall continue to be made available to Mr. Perrault for 24 months from the date of termination. In March 2021, the Company and the Board agreed to provide Mr. Perrault with post-termination medical and dental benefits (the "Post Termination Medical Benefit"). The Post Termination Medical Benefit provides that Mr. Perrault, his spouse and any eligible dependent shall be eligible to continue their medical and dental insurance coverage under the group medical and dental insurance plans in effect at the time of the Event of Termination or upon Mr. Perrault's termination due to retirement, death, or disability to the maximum extent permissible under the terms and conditions of such plans and under applicable law, until Mr. Perrault or, independently, his spouse, dies. The premium payments for such coverage shall be paid by the Company on behalf of Mr. Perrault, and such amounts may be taxable to the extent necessary to avoid treatment as a discriminatory arrangement under Code Section 105(h), if applicable. In the event that Brookline Bank is unable, by operation of the group medical and dental insurance plans or applicable law, to continue group medical and dental insurance coverage for Mr. Perrault and his spouse and any eligible dependent as provided by the Post Termination Medical Benefit, or if providing such coverage would cause Brookline Bank or Mr. Perrault, his spouse or any eligible dependent to be subject to tax penalties under the Patient Protection and Affordable Care Act or otherwise, then Brookline Bank will pay Mr. Perrault (or his spouse and any eligible dependent, as applicable) on a monthly basis an amount equal to the premium cost of such group medical and dental insurance coverage until Mr. Perrault and, independently, his spouse, dies. In September 2021, the Compensation Committee voted to provide Mr. Perrault with an unfunded defined contribution supplemental retirement plan benefit. Under such plan, the Company or the Bank, as applicable, will reflect on behalf of Mr. Perrault an annual contribution credit in an amount equal to $161,000.00 (the “Annual Contribution Credit”). The supplemental retirement plan shall include such other terms, conditions and provisions as the Company or the Bank, as applicable, may determine. The Annual Contribution Credit shall be credited as of December 31 of each calendar year; provided that if Mr. Perrault’s employment is terminated due to Retirement, without Cause or if he terminates for Good Reason during a calendar year then the Annual Contribution Credit for such calendar year will be prorated based on Mr. Perrault’s actual period of service during that year; and provided, further, that notwithstanding the foregoing, all Annual Contribution Credits will be made in accordance with Section 409A of the Internal Revenue Code (the "Code"). Notwithstanding the Perrault Agreement, payments under the Perrault Agreement will be reduced, but only if such reduction will result in Mr. Perrault receiving a higher after-tax amount in order to avoid a loss of tax deduction under Section 280G of the Code and the excise taxes imposed pursuant to Section 4999 of the Code. In the event that Mr. Perrault is unable to perform his duties on a full-time basis for a period of six consecutive months due to disability, the Company may terminate the Perrault Agreement, but will be obligated to pay him, in addition to Mr. Perrault's Post-Termination Medical Benefits, his Base Salary for one year, provided that any amounts actually paid to Mr. Perrault pursuant to any disability insurance or other similar such program which the Company has provided, or pursuant to any workman’s or social security disability program, shall reduce the compensation to be paid to Mr. Perrault resulting from his disability. In the event of death, Mr. Perrault’s estate, legal representatives or beneficiaries shall be paid his base salary for a period of one year from the date of his death. Employment Agreement with Carl M. Carlson. Brookline Bancorp, Inc., Brookline Bank, and Bank Rhode Island entered into an employment agreement (the “Carlson Agreement”) with Mr. Carlson on September 22, 2021. The Carlson Agreement is for a period that is continuous and at-will until terminated by the Company or Mr. Carlson. The Carlson Agreement was assumed by the Company in connection with the Transaction.

  37. Potential Payments Upon Termination or Change-in-Control

    The Carlson Agreement provides that the Company will pay Mr. Carlson a base salary and an annual short-term incentive payment of up to 60% of base salary. As previously discussed, payment of this award is predicated upon the Company’s achievement of established annual goals. The Carlson Agreement also sets forth the terms and conditions of Mr. Carlson’s long-term incentive, which is in the form of equity compensation. Specifically, Mr. Carlson is eligible to receive an award of restricted stock having a value equal to 50% of his base salary in effect at the time the award is made. Fifty percent of each award will vest ratably over a three-year period, with the remaining 50% vesting at the end of a three-year period based on the attainment of performance goals which are established by the Compensation Committee. Upon a termination of Mr. Carlson’s employment by the Company or the Bank without Cause or by Mr. Carlson for Good Reason, as defined in the Carlson Agreement (all collectively, "Event of Termination"), Mr. Carlson (or his beneficiaries or estate in the event of his death subsequent to his termination of employment) is entitled to receive an amount equal to two times the sum of (i) Mr. Carlson’s then-current base salary, (ii) Mr. Carlson's target bonus for the then-current year, and (iii) Mr. Carlson's target equity award for the then-current year. In addition, upon the occurrence of an Event of Termination (i) all stock options and other stock-based awards held by Mr. Carlson fully accelerate, (ii) subject to Mr. Carlson’s proper election to receive benefits under COBRA and copayment of premiums at the applicable active employee’s rate, continuation of health insurance until the earlier of 24 months from the date of termination or the date that Mr. Carlson becomes eligible for group medical benefits under any other employer’s group medical plan, and (iii) life and disability coverage substantially identical to the coverage maintained by the Company prior to termination shall continue to be made available to Mr. Carlson for 24 months following the date of termination. In the event the Company is unable to continue such health, life or disability coverage, Mr. Carlson shall be provided with a cash payments equal to the cost of such coverage. In the event that the Event of Termination occurs on or within 12 months following a Change in Control, as defined in the Carlson Agreement, Mr. Carlson is also entitled to receive outplacement assistance for a period of 12 months at no charge. Notwithstanding the Carlson Agreement, payments under the Carlson Agreement will be reduced, but only if such reduction will result in Mr. Carlson receiving a higher after-tax amount in order to mitigate the risk of any excise taxes imposed pursuant to Section 280G of the Code. In the event that Mr. Carlson is unable to perform his duties on a full-time basis for a period of 180 days in any 12-month period, which need not be consecutive, due to disability, the Company may terminate the Carlson Agreement. In connection with the Transaction, Brookline Bancorp, Inc. and Mr. Carlson entered into a Retention Bonus Agreement (the "Carlson Retention Bonus Agreement") which was assumed by the Company at close. The Carlson Retention Bonus Agreement was provided to incentivize Mr. Carlson to remain employed with Brookline Bancorp, Inc. and, after the closing of the Transaction, the Company. Pursuant to the Carlson Retention Bonus Agreement, Mr. Carlson will receive a retention bonus payment of $3 million payable in two equal installments with 50% of each installment becoming earned and payable on the first and second anniversaries of the closing of the Transaction. In the event that Mr. Carlson's employment is terminated the Company without "cause", due to his death or disability, or by Mr. Carlson for "good reason" (as each term is defined in the Carlson Agreement) the full amount of any unpaid retention bonus accelerates and becomes payable on the first regularly scheduled payroll cycle following the date of termination. Employment Agreement with Sean A. Gray. The Company and Brookline Bank entered into an employment agreement (the “Gray Agreement”) with Mr. Gray on December 16, 2024. The Gray Agreement is for a period that is continuous and at-will until terminated by the Company, the Bank or Mr. Gray. The Gray Agreement provides that the Company will pay Mr. Gray a base salary and an annual short-term incentive payment of up to 60% of base salary. As previously discussed, payment of this award is predicated upon the Company’s achievement of established annual goals. The Gray Agreement also sets forth the terms and conditions of Mr. Gray’s long-term incentive, which is in the form of equity compensation. Specifically, Mr. Gray is eligible to receive an award of restricted stock having a value equal to 50% of his base salary in effect at the time the award is made. The Gray Agreement provides that Mr. Gray will be eligible to receive a retention bonus (the "Gray Retention Bonus") in the aggregate amount of $3,917,540. The Gray Retention Bonus shall be earned and become payable in two equal installments on the first and second anniversaries of the closing date of the Transaction (the "Vest Date"), provided that Mr. Gray remains employed on each Vest Date. Notwithstanding the forgoing, in the event of Mr. Gray's termination without cause, by Mr. Gray for Good Reason, as defined in the Gray Agreement, or on account of Mr. Gray's death or disability, the Bank will pay Mr. Gray any unpaid Retention Bonus in the first regularly scheduled payroll cycle following the date of termination (the "Accelerated Retention Payment"). Upon a termination of Mr. Gray’s employment by the Company or the Bank without Cause or by Mr. Gray for Good Reason, as defined in the Gray Agreement (all collectively, "Event of Termination"), Mr. Gray (or his beneficiaries or estate in the event of his death subsequent to his termination of employment) is entitled to receive an amount equal to two times the sum of (i) Mr. Gray’s then-current base salary, (ii) Mr. Gray's target bonus for the then-current year and (iii) the value of Mr. Gray's then-current target equity award for the then-current year less any Accelerated Retention Payment, if applicable, but not below zero. In addition, upon the occurrence of an Event of Termination, (i) subject to Mr. Gray’s proper election to receive benefits under COBRA and copayment of premiums at the applicable active employee’s rate, continuation of health insurance until the earlier of 24 months from the date of termination or the date that Mr. Gray becomes eligible for group medical benefits under any other employer’s group medical plan, and (ii) life and disability coverage substantially identical to the coverage maintained by the Company prior to termination shall continue to be made available to Mr. Gray for 24 months following the date of termination. In the event the Company is unable to continue such health, life or disability coverage, Mr. Gray shall be provided with a cash payment equal to the cost of such coverage. Notwithstanding the Gray Agreement, payments under the Gray Agreement will be reduced, but only if such reduction will result in Mr. Gray receiving a higher after-tax amount in order to mitigate the risk of any excise taxes imposed pursuant to Section 280G of the Code. In the event that Mr. Gray is unable to perform his duties on a full-time basis for a period of 180 days in any 12-month period, which need not be consecutive, due to disability, the Company may terminate the Gray Agreement.

  38. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Consistent with the requirements of the Dodd-Frank Act Section 953(b) and Item 402(u) of Regulation S-K, the Company must provide a disclosure of the “Total Compensation” paid to our Chief Executive Officer, Mr. Perrault, and our former Chief Executive Officer, Mr. Mhatre, as a ratio to the Total Compensation paid to our median employee (the “Median Employee”) for the prior year (the “CEO Pay Ratio”). For 2025, our last completed fiscal year, the Total Compensation paid to our Median Employee was $68,974 and the Total Compensation paid to our CEO, Mr. Perrault, as reported in the Summary Compensation Table included in this Proxy Statement was $1,284,440. The Company’s CEO Pay Ratio for 2025 is 18.62. The Total Compensation paid to our former CEO, Mr. Mhatre, as reported in the Summary Compensation Table for 2025 was $8,542,850. Mr. Mhatre departed the Company in connection with the Transaction. As a result, his Total Compensation for 2025 includes one-time Transaction-related items as more fully described in the Summary Compensation Table. The Company's CEO Pay Ratio relative to Mr. Mhatre's compensation for 2025 is 123.85. For purposes of determining the compensation of our Median Employee, we followed the requirements established by the SEC. A date of December 31, 2025 was selected to determine our Median Employee. We used gross pay to calculate the Median Employee. Our Median Employee was recalculated for 2025. In accordance with the SEC's rules, the Median Employee was calculated based on the Company's legacy employees, excluding new employees who joined the Company as part of the Transaction. The gross pay method includes all payments made to an employee during a given calendar year. Consistent with SEC guidance, we excluded certain non-relevant employees from the calculation such as those who left the Company prior to December 31, 2025 and Mr. Perrault and Mr. Mhatre who both served as CEO for periods of 2025. The gross pay for employees who were hired by the Company during 2025 was annualized in accordance with SEC guidance. Using this information, we determined our Median Employee and calculated the CEO Pay Ratio based on the Median Employee’s Total Compensation as required by SEC guidance.