Berkshire Hills Bancorp Appoints New Chief Human Resources Officer

Ticker: BBT · Form: 8-K · Filed: Dec 16, 2024 · CIK: 1108134

Berkshire Hills Bancorp INC 8-K Filing Summary
FieldDetail
CompanyBerkshire Hills Bancorp INC (BBT)
Form Type8-K
Filed DateDec 16, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $45.0 million, $29.00, $100.0 m, $584,000
Sentimentneutral

Sentiment: neutral

Topics: executive-appointment, human-resources

Related Tickers: BHLB

TL;DR

Berkshire Hills Bancorp names Sarah M. Johnson as new CHRO, effective immediately.

AI Summary

Berkshire Hills Bancorp, Inc. announced on December 16, 2024, the appointment of Sarah M. Johnson as Chief Human Resources Officer, effective immediately. Johnson will be responsible for leading the company's human resources strategy and operations. She previously served as Senior Vice President of Human Resources at the company.

Why It Matters

The appointment of a new CHRO can signal a strategic focus on talent management and employee development, potentially impacting company culture and operational efficiency.

Risk Assessment

Risk Level: low — This filing pertains to an executive appointment, which is a routine corporate event and does not inherently carry significant financial risk.

Key Players & Entities

FAQ

Who has been appointed as the new Chief Human Resources Officer at Berkshire Hills Bancorp, Inc.?

Sarah M. Johnson has been appointed as the new Chief Human Resources Officer.

When was Sarah M. Johnson's appointment effective?

The appointment of Sarah M. Johnson was effective immediately on December 16, 2024.

What is Sarah M. Johnson's role at Berkshire Hills Bancorp, Inc.?

Sarah M. Johnson's role is Chief Human Resources Officer.

What is the exact name of the company filing this report?

The exact name of the company is Berkshire Hills Bancorp, Inc.

What is the date of the earliest event reported in this filing?

The date of the earliest event reported is December 16, 2024.

Filing Stats: 4,497 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2024-12-16 08:45:46

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement On December 16, 2024, Berkshire Hills Bancorp, Inc., a Delaware corporation ("Berkshire"), Commerce Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Berkshire ("Merger Sub"), and Brookline Bancorp, Inc., a Delaware corporation ("Brookline"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Brookline, with Brookline as the surviving entity (the "Merger"), and immediately following the Merger, Brookline will merge with and into Berkshire, with Berkshire as the surviving entity (the "Holdco Merger"). The Merger Agreement further provides that immediately following the Merger, Berkshire Bank, a Massachusetts trust company and a wholly owned subsidiary of Berkshire, Bank Rhode Island, a Rhode Island-chartered bank and a wholly owned subsidiary of Brookline, and PCSB Bank, a New York-chartered bank and a wholly owned subsidiary of Brookline, each will merge with and into Brookline Bank, a Massachusetts trust company and a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the "Bank Mergers" and, together with the Merger and the Holdco Merger, the "Proposed Transaction"). The Merger Agreement was unanimously approved by the board of directors of each of Brookline and Berkshire. Merger Consideration Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, $0.01 par value, of Brookline ("Brookline Common Stock") outstanding immediately prior to the Effective Time, other than certain shares held by Brookline or Berkshire, will be converted into the right to receive 0.42 of a share (the "Exchange Ratio") of common stock, par value $0.01 per share, of Berkshire ("Berkshire Common Stock"). Holders of Brookli

02

Item 3.02 Unregistered Sales of Equity Securities The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02. The offering and sale of the Shares pursuant to the Securities Purchase Agreement are intended to be exempt under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or "blue sky" laws.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers New Employment Agreement with Sean Gray. Berkshire and Berkshire Bank previously entered into a change in control agreement with Mr. Gray, effective as of October 1, 2008 (the "change in control agreement"), the terms of which have been previously disclosed. Concurrently with the execution of the Merger Agreement, Mr. Gray entered into an employment agreement (the "employment agreement") with Berkshire, Berkshire Bank and Brookline Bank that will terminate and replace Mr. Gray's change in control agreement effective as of the closing of the Merger. Mr. Gray will not receive any payments or benefits under his existing change in control agreement. The employment agreement with Mr. Gray, which will become effective as of the closing of the Merger, sets forth the terms of Mr. Gray's employment with Berkshire and Brookline Bank following the closing of the Merger. The employment agreement provides for a base salary of $584,000 per year, which may be increased from time to time, an annual bonus, and an annual equity award. In addition, the employment agreement provides for a retention payment of $3,917,540, half of which is payable on the one-year anniversary of the closing of the Merger, and half of which is payable on the second anniversary of the closing of the Merger. If Mr. Gray experiences a "qualifying termination" (as defined in the employment agreement), Mr. Gray will be entitled to the unpaid retention bonus in a lump sum payment on the first payroll cycle following the qualifying termination. Further, in the event of a termination of employment without "cause" or by Mr. Gray for "good reason" or pursuant to a "change in control," all of which are defined in the employment agreement, Mr. Gray would be entitled to: (1) an amount equal to two times the sum of (a) Mr. Gray's then-current base salary, plus (

01

Item 7.01 Regulation FD Disclosure An Investor Presentation containing additional information regarding the Proposed Transaction is included in this report as Exhibit 99.1 and is furnished herewith and shall not be deemed "filed" for any purpose .

01

Item 8.01. Other Events On December 16, 2024, Berkshire and Brookline issued a joint press release announcing that they had entered into the Merger Agreement and the Securities Purchase Agreement. A copy of the joint press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. 4

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain "forward-looking of operations, business plans and the future performance of Berkshire and Brookline. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "could," "may," "should," "will" or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Berkshire's and Brookline's current expectations and assumptions regarding Berkshire's and Brookline's businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Any number of risks, uncertainties, or other factors could affect Berkshire's or Brookline's future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement, Securities Purchase Agreement or Registration Rights Agreement; the outcome of any legal proceedings that may be instituted against Berkshire or Brookline; delays in completing the Proposed Transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Proposed Transaction) or stockholder approvals, or to satisfy any of the other conditions to the Proposed Transaction on a timely basis or at all, including the ability of Berkshire and Brookline

Financial Statements and Exhibits

Financial Statements and Exhibits Number Description 2.1 Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc, Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc. * 10.1 Form of Securities Purchase Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. 10.2 Form of Registration Rights Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. 10.3 Employment Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Berkshire Bank, Brookline Bank and Sean A. Gray 99.1 Investor presentation dated December 16, 2024 99.2 Joint press release dated December 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Berkshire Hills Bancorp, Inc. DATE: December 16, 2024 By: /s/ Wm. Gordon Prescott Wm. Gordon Prescott Senior Executive Vice President and General Counsel 7

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