brkl-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)


			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

for the Fiscal Year Ended December 31, 2024

Commission File Number: 0-23695

BROOKLINE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3402944

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

131 Clarendon Street

Boston

02116

(Address of principal executive offices)

(Zip Code)

(617) 425-4600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value of $0.01 per share	BRKL	Nasdaq Global Select Market

Securities registered pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1934. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the shares of common stock held by nonaffiliates, based upon the closing price per share of the registrant's common stock as reported on Nasdaq, was approximately $729.0 million.

As of February 27, 2025, there were 96,998,075 and 89,104,605 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Index


Explanatory Note			1

Part III
Item 10: Directors, Executive Officers and Corporate Governance			2

Item 11: Executive Compensation			12

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			48

Item 13. Certain Relationship s and Related Transactions , and Director I ndependence			51

Item 14. Principal Account ant Fees and Services			52

Part IV
Item 15. Exhibits and Financial Statement Schedules			53

S ignatures


Director	Age	Director Since	Independent
Joanne B. Chang	55	2018	YES
Margaret Boles Fitzgerald	69	2013	YES
Willard I. Hill, Jr.	69	2023	YES
Thomas J. Hollister	70	2009	YES
Bogdan Nowak	61	2012	YES
John M. Pereira	68	2015	YES
Paul A. Perrault	73	2009	NO
Merrill W. Sherman	76	2012	YES


Paul A. Perrault			Chief Executive Officer
Carl M. Carlson			Co-President and Chief Financial & Strategy Officer
Michael W. McCurdy			Co-President and Chief Operating Officer
Darryl J. Fess			President and Chief Executive Officer, Brookline Bank
Mark J. Meiklejohn			Chief Credit Officer


What We Do			What We Don't Do
Balance executives' short-term and long-term compensation to discourage short-term risk taking at the expense of long-term growth			Encourage excessive risk taking by removing incentives that focus on single performance goals which may be a detriment to our Company
Emphasis on performance-based or "at risk" compensation			No excessive perquisites
Insider Trading Policy that includes anti-hedging and pledging policy			No excise or tax gross ups in our employment or change in control agreements
Independent Compensation Consultant engaged by the Compensation Committee			Our equity plan does not permit the repricing of stock options that are out of the money
Clawback Policy that requires recoupment in the event of a material financial restatement			Severance is only paid upon a termination
Compensation Consultant provides competitive benchmarking on our compensation practices annually to ensure executive compensation is consistent with market practices			Dividends are not paid on unearned restricted stock


Compensation Component	Form	Purpose
Base Salary	Cash	Provide a fixed level of pay that recognizes the Named Officer's scope of responsibilities, skills, performance and experience relative to his or her role
Short-Term Incentive Program	Cash (At-Risk and variable)	Motivate and reward Named Officers for achievement of annual Company goals that support the Company's long-term strategic plan
Long-Term Incentive Program	Equity (At-Risk and variable)	Provide incentives to Named Officers to execute the Company's longer-term financial and strategic growth goals which contribute to stockholder value generation


			Summary
Clawback Policy			The Company has adopted a Clawback Policy that is compliant with the rules issued by the SEC and the Nasdaq Stock Market. Pursuant to the Policy, in the event the Company is required to file a financial restatement with the SEC, the Company may recoup incentive-based compensation received by the Named Officers (and other specified members of executive management) in excess of that which would have been received had the financial results been properly reported. For more information, please refer to the "Clawback Policy" section of this Amendment, below.
Insider Trading Policy			The Company has adopted an Insider Trading Policy that applies to directors, officers, employees, and consultants with respect to trading in the Company's securities. The Company prohibits the unauthorized disclosure of any nonpublic information acquired as a result of an individual's employment or other relationship with the Company or any of its subsidiaries, as well as the misuse of material nonpublic information about the Company or any of its subsidiaries or their respective businesses in securities trading. For more information, please see Exhibit 19.1 of the Original 10-K.
Prohibition on Hedging			Our Insider Trading Policy prohibits insiders from speculating in our stock including, but not limited to: short selling, buying or selling publicly traded options, included writing covered calls, and hedging or any other type of derivative arrangement that has a similar economic outcome.
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, on an annual basis. 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 of the entity of the Company.


Berkshire Hills Bancorp, Inc.			Lakeland Bancorp, Inc.
ConnectOne Bancorp, Inc.			NBT Bancorp, Inc.
Community Bank Systems, N.A.			OceanFirst Financial Corp.
Dime Community Bancshares			Provident Financial Services, Inc.
Eagle Bancorp, Inc.			S&T Bancorp, Inc.
Eastern Bankshares, Inc.			Sandy Spring Bancorp, Inc.
First Commonwealth Financial Corporation			Tompkins Financial Corporation
Flushing Financial Corporation			Univest Financial Corporation
Independent Bank Corp.			WSFS Financial Corp.
Kearny Financial Corp.


Named Officer	2023 Base Salary ($)		2024 Base Salary ($)		% Change
Paul A. Perrault	$	940,000	$	970,000	3.2	%
Carl M. Carlson	$	562,380	$	579,251	3	%
Michael W. McCurdy	$	562,380	$	579,251	3	%
Mark J. Meiklejohn	$	442,001	$	455,261	3	%
Darryl J. Fess	$	483,600	$	498,108	3	%


Goals									Percentage Earned
Weighting		Performance Goals	Threshold		Target		Stretch		Threshold		Target		Stretch
Corporate Score Card
50	%	Adjusted Net Income	$66.1		$88.2		$105.8		40	%	100	%	150	%
25	%	Customer Deposit Growth	75	%	100	%	120	%	40	%	100	%	150	%
Strategic Management Metrics
25	%	Corporate Performance Outcomes							Qualitative Assessment 40%-150%
100	%


Adjusted Net Income (1)	Actual Result	Percentage Earned	Weighting	Weighted Payout
	$72.41	57%	50%	28.5%
Customer Deposit Growth	136%	136%	25%	34.0%
Corporate Performance Outcomes	N/A	150%	25%	37.5%
			100%	100%


Named Officer	Base Salary ($)		Target % of Base Salary		Payout at Target ($)		Actual Percentage Achieved (%)		Actual Payout Earned ($)
Paul A. Perrault	$	970,000	75	%	$	727,500	100	%	$	727,500
Carl M. Carlson	$	579,251	60	%	$	347,551	100	%	$	347,551
Michael W. McCurdy	$	579,251	60	%	$	347,551	100	%	$	347,551
Mark J. Meiklejohn	$	455,261	60	%	$	273,157	100	%	$	273,157
Darryl J. Fess	$	498,108	60	%	$	298,865	100	%	$	298,865


Named Officer	Target Value of Equity Awards (as a Percentage of Base Salary)		Time Based Restricted Stock Awards (# of Shares)	Performance Based Restricted Stock Awards (# of Shares)	Total 2024 Restricted Stock Award (# of Shares)
Paul A. Perrault	70	%	34,503	34,503	69,006
Carl M. Carlson	50	%	14,717	14,717	29,434
Michael W. McCurdy	50	%	14,717	14,717	29,434
Mark J. Meiklejohn	50	%	11,567	11,567	23,134
Darryl J. Fess	50	%	12,656	12,656	25,312


Company Percentile Performance Relative To Peer Group	Total Shareholder Return	Net Charge Offs	Transaction Deposit Growth
25th Percentile	50%	50%	50%
50th Percentile	100%	100%	100%
75th Percentile	150%	150%	150%


Company Percentile Performance Relative To Peer Group	Total Shareholder Return (40% Weighting)	Net Charge Offs (30% Weighting)	Internal Strategic Metric (30% Weighting)
25th Percentile	50%	50%	50%
50th Percentile	100%	100%	100%
75th Percentile	150%	150%	150%
Actual Performance	50%	104%	150%


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...........	2024	970,000	100,000	679,019	727,500	—	218,397	(4)	2,694,916
Chairman and Chief Executive Officer	2023	940,000	—	657,994	423,000	—	299,536		2,320,530
	2022	900,000	33,750	629,998	675,000	—	277,514		2,516,262


Carl M. Carlson............	2024	579,251	100,000	289,631	347,551	—	66,754	(5)	1,383,187
Co-President and Chief Financial & Strategy Officer	2023	562,380	—	281,192	202,457	—	90,154		1,136,183
	2022	540,748	16,223	270,370	324,449	—	68,032		1,219,822

Michael W. McCurdy..	2024	579,251	100,000	289,631	347,551	—	66,847	(6)	1,383,280
Co-President, Chief Operating Officer	2023	562,380	—	281,192	202,457	—	86,362		1,132,391
	2022	540,748	16,223	270,370	324,449	—	150,107		1,301,897


Mark J. Meiklejohn......	2024	455,261	100,000	227,639	273,157	(43,295)	54,433	(7)	1,067,195
Chief Credit Officer	2023	442,001	—	221,000	159,120	39,888	63,918		925,927
	2022	—	—	—	—	—	—		—

Darryl J. Fess........	2024	498,108	—	249,070	298,865	—	52,715	(8)	1,098,758
President and Chief Executive Officer, Brookline Bank	2023	483,600	—	241,803	174,096	—	77,465		976,964
	2022	465,000	13,950	185,996	279,000	—	69,933		1,013,879


1			For 2024, the amounts in this column represent special, one-time bonuses made by the Compensation Committee to recognize the efforts of certain individuals in 2024 with regard to the proposed transaction with Berkshire. The amounts earned in 2024 were paid in 2025. For 2022, 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 2024, 2023, and, 2022, 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 Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions related to the financial reporting of stock awards is presented in Note 20 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2024. 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. The grant date fair value of the performance based restricted stock awards made in 2024, 2023, and 2022, respectively, assuming maximum level of performance, were: $490,633, $493,495, and $472,498, respectively for Mr. Perrault; $209,276, $210,894, and $202,777, respectively for Mr. Carlson; $209,276, $210,894, and $202,777, respectively for Mr. McCurdy; $164,483, and $165,750, respectively for Mr. Meiklejohn; and $179,968, $181,352, and $139,497, respectively for Mr. Fess. For a more complete description of the stock awards granted in 2024, please see "Compensation Discussion and Analysis."

3			Compensation shown in this column represents payments earned under the Company's STC Plan. The amounts earned in 2024 were paid in the first quarter of 2025.

4			In 2024 includes: (a) 401(k) plan employer contribution in the amount of $17,250, (b) automobile expense in the amount of $4,630, (c) club dues in the amount of $10,164, (d) insurance benefit payments in the amount of $22,303, (f) parking expenses in the amount of $7,680, and (h) deferred compensation plan employer contributions in the amount of $161,000. 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			In 2024 includes: (a) 401(k) plan employer contribution in the amount of $17,250, (b) club dues in the amount of $19,462, (c) insurance benefit payments in the amount of $22,362, and (d) parking expenses in the amount of $7,680.
6			In 2024 includes: (a) 401(k) plan employer contribution in the amount of $17,250, (b) club dues in the amount of $19,555, (c) insurance benefit payments in the amount of $22,362, and (d) parking expenses in the amount of $7,680.
7			In 2024 includes: (a) 401(k) plan employer contribution in the amount of $17,152, (b) parking expenses in the amount of $4,360, (c) insurance benefit payments in the amount of $24,346, (d) automobile expense in the amount of $6,000, and (e) club dues in the amount of $2,575.
8			In 2024 includes: (a) 401(k) plan employer contribution in the amount of $12,726, (b) insurance benefit payments in the amount of $24,346, (c) parking expenses in the amount of $7,800, and (d) club dues in the amount of $7,843.


				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				727,500		—		—	—		—		—		—
	8/2/2024		6/26/2024			8,626		34,503	51,755		—		—		—		339,510
	8/2/2024	6/22/2022	6/26/2024			—	—	—	—	—	34,503	—	—		—	314999	339,510

Carl M. Carlson				347,551		—		—	—		—		—		—		—
	8/2/2024		6/26/2024			3,679		14,717	22,076		—		—		—		144,815
	8/2/2024		6/26/2024			—		—	—		14,717		—		—		144,815

Michael W. McCurdy				347,551		—		—	—		—		—		—		—
	8/2/2024		6/26/2024			3,679		14,717	22,076		—		—		—		144,815
	8/2/2024		6/26/2024			—		—	—		14,717		—		—		144,815

Mark J. Meiklejohn				273,157		—		—	—		—		—		—
	8/2/2024		6/26/2024			2,892		11,567	17,351		—		—		—		113,819
	8/2/2024		6/26/2024			—		—	—		11,567		—		—		113,819

Darryl J. Fess				298,865		—		—	—		—		—		—		—
	8/2/2024		6/26/2024			3,164		12,656	18,984		—		—		—		124,535
	8/2/2024		6/26/2024			—		—	—		12,656		—		—		124,535


1			This column displays the potential payouts to the Named Officers under the STC Plan assuming target and maximum levels of performance are met. The STC 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 2025 to the Named Officers under the STC Plan are reflected in the Summary Compensation Table under the column "Non-Equity Incentive Plan Compensation."
2			Performance based shares granted to the Named Officers on August 2, 2024 may vest on August 2, 2027 if certain identified performance targets are met. Specifically, the Company's net charge offs, and total return to stockholders will be compared to the performance of the peer group. In addition, Company's performance relative to Transaction Deposit Growth will be measured against established targets. Payments will be made to the Named Officers based on the Company's performance relative to the Company's peer group. Net charge offs are weighed at 30%, Total Return to Stockholders is weighed at 40% and the Company's Transaction Deposit Growth is weighted at 30%.
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 at the 75th percentile or above when measured relative to the peer group determined via linear interpolation.
6			Time based shares granted to the Named Officers on August 2, 2024 vest one-third per year for three years.
7			Amounts in this column reflect the aggregate grant date fair value of the time and performance based restricted stock awards granted in 2024. 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 August 2, 2024 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. The actual number of shares earned is dependent on the Company's performance during the performance measuring period, therefore actual results may vary. For a more complete description of the criteria for payment of the performance shares granted in 2024, please see "Compensation Discussion and Analysis".

Amendment: SEC Form 10-K/A filed by Brookline Bancorp Inc.