bbt-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Beacon Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 2, 2026

Dear Stockholder,

I am pleased to invite you to the Beacon Financial Corporation 2026 Annual Meeting of Stockholders (the "Annual Meeting") which will be held by means of remote communication at 11:00 a.m., Eastern Time, on May 13, 2026. To attend the Annual Meeting please visit: www.virtualshareholdermeeting.com/BBT2026.

As many of you are aware, 2025 was a transformative year as we completed the merger of equals between Berkshire Hills Bancorp, Inc. and Brookline Bancorp Inc. to form Beacon Financial Corporation and its subsidiary Beacon Bank & Trust. On September 1, 2025, Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc. completed a previously announced merger of equals (the "Merger"). Concurrent with the Merger, Berkshire Hills Bancorp, Inc. was renamed Beacon Financial Corporation. Along with the Merger, our legacy banks - Berkshire Bank, Bank Rhode Island, and PCSB Bank - merged into Brookline Bank, which was renamed Beacon Bank & Trust, more commonly known as Beacon Bank. The Beacon Bank name was carefully selected to reflected the shared vision of our Company. A beacon represents guidance, strength, and a promise of stability—core principles that our legacy companies have upheld for generations. While our name may have changed, our commitment to our customers and communities remains constant.

The Bank is now one of the top 100 largest banks in the United States with over $23 billion in total assets, approximately 2,000 employees and more than 145 branches and commercial centers across New England and New York. The merger was a critical step forward in our long-term strategy and creates opportunities for improved performance, better efficiency and expanded growth. Our colleagues look forward to continuing to serve you for many years to come.

As in prior years, we are making proxy materials for the Annual Meeting available to our stockholders primarily through the Internet. We encourage you to read our Proxy Statement and Annual Report on Form 10-K, which comprise this year’s proxy materials.

Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, it is important that your shares be represented. Please vote your shares at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time before it is exercised as further explained in the Proxy Statement.

On behalf of the Board of Directors and our colleagues, we thank you for your continued support.


Sincerely,

Paul A. Perrault
President and Chief Executive Officer

131 Clarendon Street, Boston, Massachusetts 02116

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Beacon Financial Corporation (the "Company") to be held by means of remote communication on Wednesday, May 13, 2026 at 11:00 a.m., Eastern Time, for the following purposes, as more fully described in the attached proxy statement (the “Proxy Statement”):


	Proposal	Board Recommendation
1.	To elect the sixteen director nominees named in the Proxy Statement, each to serve for a term of office expiring at the 2027 Annual Meeting of Stockholders, or until his or her respective successor is duly elected and qualified.	For each nominee
2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.	For
3.	To approve, on a non-binding advisory basis, the compensation of our named executive officers ("say on pay").	For

4.	To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and our stockholders. For the reasons set forth in this Proxy Statement, the Board of Directors unanimously recommends that you vote "FOR" each nominee named in the Proxy Statement and "FOR" each of the other proposals to be presented at the Annual Meeting.

Stockholders of record on March 20, 2026 (the "Record Date"), may attend the Annual Meeting by going to www.virtualshareholdermeeting.com/BBT2026 and entering the 16-digit control number included on their proxy card.

As in prior years, we are making the proxy materials for the Annual Meeting available to our stockholders primarily via the Internet to expedite your receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. On April 2, 2026, we will send to our stockholders (other than those who have previously requested electronic or paper delivery of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our 2025 Annual Report on Form 10-K, along with instructions on how to vote via the Internet or by telephone. Commencing ten days after the mailing of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.

Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting. In accordance with Delaware law, for ten days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Beacon Financial Corporation, 131 Clarendon Street, Boston, Massachusetts 02116. The list will also be available at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke

your proxy at any time before the Annual Meeting. Please refer to the General Information section of the Proxy Statement for additional information.


Sincerely,

Wm. Gordon Prescott
General Counsel and Corporate Secretary
Boston, Massachusetts
April 2, 2026

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			Page
General Information			1

Proposal 1: Election of Directors			7

Role of the Board; Corporate Governance Matters			16

Security Ownership of Certain Beneficial Owners, Directors and Management			25

Director Compensation			29

Executive Officers			31

Compensation Discussion and Analysis			34

Compensation Committee Report			47

Named Executive Officer Compensation			48

Audit Committee Report			66

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			67

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			69



Stockholder Proposals for 202 7 Annual Meeting			70

Other Matters			70

Miscellaneous			70

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131 Clarendon Street
Boston, Massachusetts 02116

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

Notice of this Proxy Statement was first mailed to stockholders of record of Beacon Financial Corporation on April 2, 2026 in connection with the solicitation of proxies by the Company's Board of Directors (the "Board of Directors" or the "Board") for the 2026 Annual Meeting of Stockholders (the "Annual Meeting"). Commencing ten days after the mailing of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 13, 2026

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available on our website at www.beaconfinancialcorporation.com. Printed copies of these documents may be obtained by contacting the Company’s transfer agent, Broadridge Corporate Issuer Solutions ("Broadridge"). Please have your proxy card available when you contact Broadridge. Contact information for Broadridge is as follows:

•Telephone: 1-800-579-1639

•Email: sendmaterial@proxyvote.com

•Online: www.proxyvote.com

How may I attend the Annual Meeting?

The Annual Meeting will be conducted solely by means of remote communication, i.e. virtually, at 11:00 a.m., Eastern Time, on May 13, 2026. Following the conclusion of the formal portion of the Annual Meeting, stockholders will have the opportunity to ask questions. All stockholders of record on March 20, 2026 (the "Record Date"), are invited to participate in the Annual Meeting. We have structured the format of the Annual Meeting to provide stockholders with the same rights as if the meeting were held in person, including the ability to vote shares electronically during the Annual Meeting and to ask questions in accordance with the rules of conduct for the Annual Meeting.

The location of the Annual Meeting will be at: www.virtualshareholdermeeting.com/BBT2026. Reference in this Proxy Statement to attendance at the Annual Meeting shall refer to virtual attendance.

You will need your 16-digit control number included on your notice or proxy card to access the Annual Meeting.

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Beneficial stockholders who do not have a control number should follow the instructions provided on the voting instruction card provided by your broker, bank or other nominee.

Only stockholders with a valid control number will be allowed to ask questions during the Annual Meeting. Management will answer questions relevant to Annual Meeting matters live during the meeting as time allows.

If you have any technical difficulties or any questions regarding the Annual Meeting website, please call the support team at the numbers listed on the log-in screen. If there are any technical issues in convening or hosting the Annual Meeting, we will promptly post information on our Investor Relations website, www.beaconfinancialcorporation.com, including information on when the Annual Meeting will be reconvened.

Electronic entry to the meeting will begin at 10:45 a.m., Eastern Time, and the meeting will begin promptly at 11:00 a.m., Eastern Time, on May 13, 2026.

What items will be voted on at the Annual Meeting?

You are being asked to vote on the following items at the Annual Meeting:

Proposal

Vote Required

Board Recommendation

Page

Election of Directors

A plurality of the votes cast as to such nominee

FOR

Ratification of the Appointment of the Independent Registered Public Accounting Firm

A majority of the votes cast

FOR

Advisory Vote on Executive Compensation

A majority of the votes cast

FOR

To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.

Who may vote at the Annual Meeting?

Each share of the Company’s common stock has one vote on each matter. As of the Record Date, there were 84,028,225 shares of the Company’s common stock issued and outstanding. Only those stockholders of record as of the close of business on the Record Date are entitled to receive notice of and vote at the Annual Meeting. The Company’s Certificate of Incorporation provides that a record owner of the Company’s common stock who beneficially owns, either directly or indirectly, in excess of 10% of the Company’s outstanding shares, is not entitled to any vote in respect of the shares held in excess of the 10% limit.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of all of the shares of the stock entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Each share of common stock entitled to vote on the Record Date is entitled to one vote on

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each matter properly submitted at the Annual Meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

What is a broker non-vote?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1 and 3 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 2 is considered to be a “routine” matter under NYSE rules so that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. See below for a discussion of the impact of broker non-votes on vote counting.

What is the voting requirement to approve each proposal?

For Proposal 1, a nominee for director must receive a plurality of the votes cast as to such nominee in order to be elected as director.

Approval of Proposals 2 and 3 require the affirmative vote of a majority of the votes cast at the Annual Meeting.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with Proposals 1, 2, and 3. If you “abstain” from voting for Proposals 1, 2, and 3, it will have the same effect as if your vote was not cast with respect to each such proposal, and this will have no effect on the outcome. A broker non-vote will have no effect on the outcome of Proposals 1, 2, and 3.

How do I vote?

Voting at the Virtual Annual Meeting. If you are a stockholder of record and attend the virtual Annual Meeting, you may vote at the virtual meeting at the designated time during the meeting. To attend the virtual Annual Meeting, you must be a stockholder on the Record Date. You may attend and vote your shares at the Annual Meeting by visiting www.virtualshareholdermeeting.com/BBT2026 and entering the 16-digit control number on your proxy card. Please refer to How may I attend the Annual Meeting?, above, for more information on how to access the Annual Meeting.

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of common stock in your own name as a holder of record with Broadridge, you may instruct the

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proxyholders named in the proxy card how to vote your shares of common stock in one of the following ways:

•Vote by Internet. You may vote via the Internet by following the instructions on your proxy card. The website for Internet voting is printed on your proxy card. Please have your proxy card in hand. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 12, 2026. You will receive a series of instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card.

•Vote by Telephone. You may vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 12, 2026. When you call, please have your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card.

•Vote by Mail. If you would like to vote by mail, upon receipt of the proxy card, please mark, sign and date your proxy card and return it promptly to Broadridge, in the postage-paid envelope provided.

Voting by Proxy for Shares Registered in Street Name. If your shares of common stock are held by a broker, a bank, or other nominee in "street name", you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

How are proxies voted?

All valid proxies received prior to the Annual Meeting will be voted. Where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted by the proxyholders in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the proxyholders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Will other matters be voted on at the Annual Meeting?

We are not currently aware of any other matters to be presented at the Annual Meeting other than those described in this Proxy Statement.

May I revoke my proxy instructions?

You may revoke your proxy at any time before it has been exercised by:

•filing a written revocation with the Corporate Secretary of Beacon Financial Corporation, 131 Clarendon Street, Boston, Massachusetts 02116;

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•submitting a new proxy by telephone, or by the Internet, or by submitting a new proxy card after the time and date of the previously submitted proxy card; or

•appearing at the Annual Meeting and voting at the Annual Meeting.

If you are a stockholder of record as of the Record Date attending the virtual Annual Meeting, you may vote in person whether or not a proxy has been previously given, but your presence (without further action) at the virtual Annual Meeting will not constitute revocation of a previously given proxy.

What is householding?

If you and other residents at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Notice of Annual Meeting. This procedure, known as “householding,” is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. Under applicable law, if you consented or were deemed to have consented, your broker, bank or other nominee may send one copy of our Notice of Annual Meeting to your address for all residents that own shares of common stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our Notice of Annual Meeting, you may be able to request householding by contacting your broker, bank or other nominee.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties except as necessary to meet applicable legal requirements, to allow for the tabulations and certification of votes, and to facilitate a successful proxy solicitation.

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to management and the Board.

Where can I find voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by a representative from Broadridge, who will serve as inspector of election, and filed with the Securities and Exchange Commission (“SEC”) on a Form 8-K within four business days following the completion of the Annual Meeting.

How can I view the Company’s proxy materials for the Annual Meeting on the Internet?

The Company’s proxy materials are available on the Company’s website at www.beaconfinancialcorporation.com. Additional information regarding the Company and Beacon Bank & Trust may be found at: www.beaconbank.com.

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Information About the Merger of Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc.

On September 1, 2025, Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. completed the previously announced merger of equals (the "Merger"). Concurrently with the Merger, Berkshire Hills Bancorp, Inc. changed its name to Beacon Financial Corporation. References in this proxy statement to the "Company" shall refer to Beacon Financial Corporation. Where necessary, references to Brookline Bancorp, Inc. will be made as "Brookline" or "legacy Brookline" and to Berkshire Hills Bancorp, Inc. pre-Merger as "Berkshire" or "legacy Berkshire".

In connection with the Merger, Berkshire Bank, a wholly owned subsidiary of the Company, Bank Rhode Island, a wholly owned subsidiary of Brookline, and PCSB Bank, a wholly owned subsidiary of Brookline, each merged with and into Brookline Bank, a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the "Bank Mergers" and together with the Merger, the "Transaction"). In connection with the Bank Mergers, Brookline Bank changed its name to Beacon Bank & Trust, more commonly known as Beacon Bank. References in this proxy statement to the "Bank" mean Beacon Bank & Trust. Where necessary, references will be made to Brookline Bank, Bank Rhode Island, PCSB Bank, or Berkshire Bank, as appropriate.

Berkshire Hills Bancorp, Inc. was the legal and currency acquirer. Brookline Bancorp, Inc. was the accounting acquirer, which resulted in the balance sheet of legacy Berkshire being subject to mark to market fair value adjustments at closing. All historical financial information reflects legacy Brookline information. Please refer to our Annual Report on Form 10-K for additional financial information.

Additional information about the Transaction may be found in the joint proxy statement/prospectus the Company filed with the SEC on April 4, 2025 and in the Current Report on Form 8-K filed by the Company with the SEC on September 2, 2025, as amended on November 17, 2025. The completion of the Transaction represents a significant milestone in the history of the two legacy organizations. The Bank is now one of the top 100 largest banks in the United States, with approximately 2,000 employees and 145 branch locations located throughout New England and New York.

The Board of Directors is comprised of eight directors from legacy Berkshire and eight directors from legacy Brookline.

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PROPOSAL 1: ELECTION OF DIRECTORS

To elect the 16 nominees named in the Proxy Statement, each to serve for a term of office expiring at the 2027 Annual Meeting of Stockholders, or until his or her respective successor is duly elected and qualified.

All of our directors are independent under the current listing standards of the NYSE, except for Mr. Perrault, who currently serves as President and Chief Executive Officer of the Company and the Bank. Sixteen directors will be elected at the Annual Meeting to serve for a term of office expiring at the 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

Board Composition

Our Board is currently comprised of 16 members.


Director	Age	Position	Director Since
David M. Brunelle	55	Chairman	2017
Mary Anne Callahan	63	Director	2023
Joanne B. Chang*	56	Director	2025
Nina A. Charnley	70	Director	2021
Mihir A. Desai	57	Director	2022
Margaret Boles Fitzgerald*	70	Director	2025
Willard I. Hill, Jr.*	70	Director	2025
Thomas J. Hollister*	71	Director	2025
William H. Hughes III	62	Director	2019
Sylvia Maxfield	67	Director	2020
Bogdan Nowak*	62	Director	2025
John M. Pereira*	69	Director	2025
Paul A. Perrault*	74	President and Chief Executive Officer, Director	2025
Karyn Polito	59	Director	2023
Eric S. Rosengren	68	Director	2023
Merrill W. Sherman*	77	Director	2025

*Legacy Brookline directors joined the Board in September 2025 in connection with the Transaction.

Board Nominations

Each of the Company's 16 directors have been nominated by the Board for election as directors, each of whom has agreed to serve if so elected. Please refer to the sections entitled Nominees for Director and Stock Ownership of Directors and Management for additional information regarding the nominees.

The following includes a discussion of the business experience for the past five years for each of our director nominees. The biographical description below for each nominee includes specific experience, qualifications, attributes and skills that led to the conclusion by the Corporate Governance and Nominating Committee and the Board of Directors that such person should serve as a director of the Company. On an annual basis, the Corporate Governance and Nominating Committee evaluates the specific skills and experience that each director provides to the Company. The Corporate Governance and Nominating Committee weighs the value of experience on the Board, along with these skills in determining whether an existing director should be nominated to stand for reelection. The Corporate

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PROPOSAL 1: ELECTION OF DIRECTORS

Governance and Nominating Committee also considers the banking industry specific skills and experience each director brings to the Board.

In addition to the information presented below regarding each person’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to the Company and its stockholders.

Each of the Company’s directors currently serves as a director of Beacon Bank & Trust.

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

TO THE BOARD OF DIRECTORS LISTED BELOW

David M. Brunelle

Director Since: 2017

Mr. Brunelle is the Co-Founder and Managing Director of North Pointe Wealth Management in Worcester, Massachusetts. Mr. Brunelle serves as a trustee of the University of Massachusetts and the Chairperson of the Worcester City Campus Corporation. Mr. Brunelle previously served as a trustee or corporator for numerous nonprofits in and around Worcester. Mr. Brunelle serves as Chair of the Company’s Board of Directors and serves on the Compensation and Corporate Governance and Nominating Committees.

Mr. Brunelle’s experience in bank governance, wealth management and financial services, together with experience as an entrepreneur and small business owner qualify him to serve on the Board of Directors.

Mary Anne Callahan

Director Since: 2023

Ms. Callahan has more than 35 years of investment banking expertise, most recently as a Managing Director in the Financial Services Group at Piper Sandler Companies where her responsibilities included advising bank management and boards of directors in the Northeast region on a broad range of strategic and financial topics. Previously she was a Principal in Sandler O’Neill & Partners, L.P.’s investment banking group advising banks, thrifts and specialty finance companies and worked in the financial institutions group at Merrill Lynch and CIBC World Markets. Ms. Callahan serves on the Audit Committee of the Board of Directors.
Ms. Callahan’s shareholder orientation and substantial investment banking experience provide insights and valuable perspectives to the Board of Directors that qualify her to serve, along with her deep understanding of the competitive dynamics in the Company’s markets, her extensive industry knowledge, her decades-long relationships in the sector, and her understanding of performance drivers and investor expectations.

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PROPOSAL 1: ELECTION OF DIRECTORS

Joanne B. Chang

Director Since: 2025

Ms. Chang is the Chef, Co-Owner, and Founder of Flour, a bakery and café with several locations throughout Boston, Massachusetts, as well as Myers + Chang, an Asian fusion restaurant that she co-owns with her husband. Ms. Chang is an author, television personality, and philanthropist. Before becoming a chef, Ms. Chang served as a management consultant at the Monitor Group. Ms. Chang is an active member of Boston’s volunteer community; she currently serves on the Board of Share our Strength, a national non-profit aimed at ending childhood hunger in America. Ms. Chang previously served on the Board of Directors of Project Place, a Boston non-profit with the goal of ending homelessness. Ms. Chang has published multiple cookbooks and is the 2016 recipient of the Outstanding Baker award from the James Beard Foundation. Ms. Chang graduated from Harvard College with an honors degree in Applied Mathematics and Economics. Prior to the closing of the Transaction, Ms. Chang served as a director of Brookline Bancorp, Inc. and Brookline Bank. Ms. Chang serves on the Audit and Corporate Governance and Nominating Committees of the Board of Directors.

Ms. Chang’s experience as an entrepreneur, her business acumen running several small businesses and her extensive knowledge of the greater Boston market qualify her to serve on the Board of Directors and provide a unique perspective to the opportunities and challenges the Company encounters.

Nina A. Charnley

Director Since: 2021

Ms. Charnley served in various executive roles in financial services companies throughout her career. Prior to her retirement, Ms. Charnley served as Senior Managing Director, Enterprise Customer Experience Executive at TIAA, a Fortune 100 financial services company. During her time at TIAA, Ms. Charnley led the strategy, development and execution of a significant portfolio of technology projects. Previously, she was an executive at Bank of America and its predecessor companies, managing diverse businesses and serving in executive roles across commercial lending and wealth management and as Regional President of Bank of America’s Private Bank. Ms. Charnley currently serves as Treasurer and Chair of the Finance Committee of the Board of Directors of Women’s Money Matters, a Massachusetts based nonprofit. Ms. Charnley previously served on numerous non-profit Boards in eastern Massachusetts and Rhode Island, including committee Chairs for Strong Women Strong Girls, The Providence Children’s Museum and Rhode Island Hospital/Lifespan. Ms. Charnley serves on the Company’s Audit Committee and qualifies as a financial expert.

Ms. Charnley’s extensive experience as an executive leader in the financial services industry, her financial acumen, together with her experience in digital transformation, customer experience, and financial and risk management qualify her to serve on the Board of Directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

Mihir A. Desai

Director Since: 2022

Mr. Desai is the Mizuho Financial Group Professor of Finance at Harvard Business School, and Professor of Law at Harvard Law School. Mr. Desai is an accomplished author and expert in finance and tax policy. He is a Research Associate in the National Bureau of Economic Research’s Public Economics and Corporate Finance Programs. In addition to his work at Harvard University, his professional experiences include CS First Boston, McKinsey & Co., and advising a number of firms and governmental organizations. Mr. Desai serves on the Risk Committee of the Board of Directors.
Mr. Desai’s service as both a finance and legal professor at Harvard and extensive business experience provide important insight and context that qualify him to serve on the Board of Directors.

Margaret Boles Fitzgerald

Director Since: 2025

Ms. Boles Fitzgerald serves as Chair Emerita and a Director of the Board of The Henry Luce Foundation where she also chairs the Audit Committee. Ms. Boles Fitzgerald previously served as Chair of The Henry Luce Foundation for twenty years, and she served for over 30 years in various roles at Hill Holliday Advertising, rising to Executive Vice President, leading its corporate community relations and communications work. Ms. Boles Fitzgerald has deep expertise in private foundations and nonprofit management, through roles in development, community relations, and communications throughout her extensive career. Ms. Boles Fitzgerald has served in leadership roles in a number of nonprofit organizations, including the Roy T. Morgan Foundation as a Trustee and WBUR-FM as a member of its Board of Directors. Prior to the closing of the Transaction, Ms. Boles Fitzgerald served as a Director of Brookline Bancorp, Inc. and Brookline Bank. Ms. Boles Fitzgerald serves on the Company's Risk Committee.

Ms. Boles Fitzgerald’s extensive work with community service agencies, her nonprofit leadership roles and executive experience in private foundations qualify her to serve on the Board of Directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

Willard I. Hill, Jr.

Director Since: 2025

Mr. Hill is a retired attorney and business executive who most recently served as Managing Director, Chief Marketing and Communications Officer and Head of Government Relations for MBIA Inc. Mr. Hill previously held roles including President of Government Deferred Compensation at ING US Financial Services (now Voya Financial) and senior executive positions in the legal and business divisions at Aetna, Inc. Mr. Hill earned his MBA from the University of Connecticut School of Business, his Juris Doctor from Howard University School of Law, and Bachelor of Arts from Fisk University. Mr. Hill is a member of the bar in several states. Mr. Hill has served on various nonprofit boards, including the Highland Green Foundation, Secretary for the Council for Economic Education and as Vice Chairman of Feeding Westchester. Mr. Hill previously served on the Boards of Directors of PCSB Financial Corporation and PCSB Bank, where he served as Chairman of the Risk Committee. Prior to the closing of the Transaction, Mr. Hill served as a director of Brookline Bancorp, Inc. and Brookline Bank. Mr. Hill is a member of the Company’s Audit and Compensation Committees.

Mr. Hill’s extensive executive experience in financial services and in the legal community, including on matters of governance and operations, as well as his service in large insurance and wealth management companies and prior leadership roles in investor relations, qualify him to serve on the Board of Directors.

Thomas J. Hollister

Director Since: 2025

Mr. Hollister is an accomplished executive leader who has held numerous roles in financial and business companies over his career. Prior to his retirement in 2023, Mr. Hollister served as Chief Financial Officer and Vice President of Finance at Harvard University. Previously, Mr. Hollister served in various executive roles, including Vice Chairman of Citizens Financial Group, Chairman, President and CEO of Charter One Bank, and Chief Operating Officer & Chief Financial Officer of Global Partners, LP. Today, Mr. Hollister serves as Chair of the Board of Directors of the Controlled Risk Insurance Company, Ltd., which provides insurance to Harvard-affiliated medical Institutions. Mr. Hollister also serves on the Board of Directors for the Andover Companies, chairing the Audit Committee. Mr. Hollister is former Board Chair of Tufts Medical Center, Wheaton College, Charter One Bank, Citizens Bank of Massachusetts, Citizens Capital Corporation and others. Prior to the closing of the Transaction, Mr. Hollister served as Lead Director of Brookline Bancorp, Inc. and as a director of Brookline Bank. Mr. Hollister serves on the Audit Committee and as Chair of the Corporate Governance and Nominating Committee of the Board of Directors.

Mr. Hollister’s extensive executive experience in financial services, including matters of governance and operations, and prior service as a Chief Financial Officer of a Fortune 500 company, along with his leadership roles on the Boards of several other organizations qualify him to serve on the Board of Directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

William H. Hughes III

Director Since: 2019

Mr. Hughes is founder and Chief Executive Officer of Huge Idea Technology Ventures, a venture development and advisory firm. Previously, he served as President and Chief Executive Officer of Education Design Lab, a national nonprofit focused on expanding opportunity at the intersection of learning and work. Earlier in his career, he held leadership positions in technology and venture development at Sapient and Cambridge Innovation Center. Mr. Hughes work focuses on the intersection of strategy and technology in a variety of industries. Mr. Hughes has been a leader, entrepreneur, innovator and Board member in educational technology companies such as Pearson, Cengage, Kaplan, EDC, FineTune Learning (acquired by Prometric) and Intellus Learning (a firm he co-founded that was acquired by Macmillan) for more than four decades. Mr. Hughes serves on the Company’s Corporate Governance and Nominating Committee.

Mr. Hughes extensive governance and leadership experience in a variety of business and nonprofit organizations, and his success as an entrepreneur and innovator including in the areas of Artificial Intelligence, cybersecurity and technology environments qualify him to serve on the Board of Directors.

Sylvia Maxfield

Director Since: 2020

Dr. Maxfield is Professor of Finance at the Providence College School of Business, having previously served the school as Dean and as Interim Chief Academic Officer. In the past Dr. Maxfield worked for Lehman Brothers in international fixed income research and trading and served as Chair of the Faculty and MBA Program Director at Simmons University in Boston. Dr. Maxfield serves as voting member of the Rhode Island State Investment Commission, which oversees performance of the Employee retirement System of Rhode Island, including asset allocation, investment-related contracting and proxy activity. Previously, Dr. Maxfield served on the Boards of the Greater Providence Chamber of Commerce, Social Enterprise Greenhouse and the 21st Century Fund. Dr. Maxfield serves on the Risk Committee and as Chair of the Audit Committee of the Board of Directors.
Dr. Maxfield’s profile as a business and higher education leader and her financial expertise along with her knowledge of the Providence and Boston markets qualify her to serve on the Board of Directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

Bogdan Nowak

Director Since: 2025

Mr. Nowak is a successful businessman and owner of several businesses. Mr. Nowak is the founder and President of Rhode Island Novelty, Inc., established in 1986. Headquartered in Fall River, Massachusetts, Rhode Island Novelty, Inc. is the nation's leading importer and wholesale distributor of novelty toys. Mr. Nowak is also the President and owner of Alternate Power & Energy, a developer, owner and operator of solar farms throughout Massachusetts. Prior to the closing of the Transaction, Mr. Nowak served as a director of Brookline Bancorp, Inc. and Brookline Bank. Mr. Nowak serves on the Corporate Governance and Nominating Committee of the Board of Directors and as Chair of the Compensation Committee.

Mr. Nowak's experience as a successful entrepreneur, including leading merger and acquisition transactions and integrating teams along with his understanding of business operations and finances, and knowledge of corporate governance matters qualify him to serve on the Board of Directors.

John M. Pereira

Director Since: 2025

Mr. Pereira is the Owner and President of Combined Properties, Inc. Prior to joining Combined Properties, he was a partner at the law firm of Sherin and Lodgen LLP in Boston with a practice focused on real estate, banking and business law. Mr. Pereira is admitted to the United States Supreme Court, Massachusetts Supreme Judicial Court, United States Federal District Court, and United States Federal Court of Appeals. A registered real estate broker, he is a member of the Massachusetts Bar Association, National Association of Office and Industrial Properties, and Real Estate Finance Association. Prior to the closing of the Transaction, Mr. Pereira served as a Director of Brookline Bancorp, Inc. and Brookline Bank. Mr. Pereira serves on the Company’s Compensation and Risk Committees.

Mr. Pereira’s extensive experience as business owner, member of the commercial real estate community, and the legal community provide him with the skills and perspective that qualify him to serve on the Board of Directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

Paul A. Perrault

Director Since: 2025

Mr. Perrault serves as the President and Chief Executive Officer of the Company. Mr. Perrault joined the Company in 2025 following the merger between Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc. to create Beacon Financial Corporation. From 2009 through 2025, Mr. Perrault served as the Chief Executive Officer of Brookline Bancorp, Inc. Mr. Perrault served as Chairman of Board of Directors for Brookline Bancorp, Inc. from 2021 through 2025 and Brookline Bank from 2009 through 2025. From 2011 through 2016, Mr. Perrault also served as the Chief Executive Officer of Brookline Bank. Prior to his tenure with Brookline Bancorp, Mr. Perrault served as the Chief Executive Officer of Sovereign Bancorp, Inc., and the Chief Executive Officer, President, and Chairman of the Board for Chittenden Corporation. Mr. Perrault is a member of the Board of Trustees of Salve Regina University in Newport, Rhode Island. Mr. Perrault previously served on the Board of Directors of The Perkins School for the Blind.
Mr. Perrault provides the Board of Directors with broad perspective on the Company's strategies, challenges and opportunities as a result of his role as the Chief Executive Officer of the Company and his long-time successful experience as the chief executive officer of other larger commercial banks that qualify him to serve on the Board of Directors.

Karyn Polito

Director Since: 2023

Ms. Polito currently serves as Vice President of Business Development at UMass Memorial Health, the third largest health system in Massachusetts. Ms. Polito is also an owner of Polito Development Corporation, a commercial and industrial real estate development firm. From 2015 to 2023, Ms. Polito served as the 72nd Lieutenant Governor of Massachusetts. Ms. Polito is also a lawyer who previously served in the Massachusetts House of Representatives. Ms. Polito is a Director of Clean Harbors Corporation (NYSE: CLH), a leading provider of environmental and industrial services. As a Director of Clean Harbors, Ms. Polito serves on the Audit, Corporate Governance & Sustainability, and Environmental Health & Safety Committees. Ms. Polito is also a Director of The Andover Companies, a priva