Document

DEF 14A 1 a2021proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Berkshire Hills Bancorp, Inc.


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						April 9, 2021
						Dear Berkshire Hills Bancorp Shareholder:

						It is our pleasure to invite you to attend the 2021 Annual Meeting of Shareholders, which will be held virtually on Thursday, May 20, 2021 at 10:00 a.m. Eastern Time by visiting www.virtualshareholdermeeting.com/BHLB2021, where you will be able to listen to the meeting live, submit questions and vote online. You will be asked to enter the 16-digit control number located on your proxy card.






CEO, Nitin J. Mhatre						Please see the Notice of Annual Meeting on the next page for more information about our meeting procedures.


						We urge you to vote your proxy online, or by telephone, or by completing and returning a proxy card by mail as soon as possible, even if you plan to attend the Annual Meeting.




						Your vote is important to us. Thank you for your attention to the enclosed materials, and for your continued support of our company.




Chairperson, J. Williar Dunlaevy


						Nitin J. Mhatre, Chief Executive Officer



						J. Williar Dunlaevy, Chairperson of the Board of Directors

Notice of Annual Meeting of Shareholders

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Notice of 2021 Annual Meeting of Shareholders of Berkshire Hills Bancorp, Inc.

When:

Where:

Record Date:

Thursday, May 20, 2021

Virtual Meeting

March 25, 2021

10:00 a.m.

www.virtualshareholdermeeting.com/BHLB2021

We are holding this meeting for the following purposes:

1. To elect as directors the nominees named in the Proxy Statement each to serve a one-year term or until their successors are duly elected and qualified;

2. To provide an advisory vote on executive compensation practices;

3. To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2021; and

4. To transact any other Company business that may properly come before the meeting.

The Board of Directors unanimously recommends that you vote “FOR” each of the proposed director nominees and “FOR” the proposals to be presented at the annual meeting.

Shareholders of record at the close of business on March 25, 2021 are entitled to vote at the meeting, either at the virtual annual meeting or by proxy. There are several ways to vote. You can vote your shares online, by telephone, by regular mail or at the virtual annual meeting.

To access your proxy materials and vote online, please visit www.proxyvote.com and follow the instructions. The notice provided to you contains the necessary codes required to vote online. If you wish to vote by telephone, please call 1-800-690-6903 using a touch-tone phone and follow the prompted instructions. You may also vote by mail by requesting a paper proxy card using the instructions provided to you in the notice. Finally, you may vote at the virtual annual meeting, even if you have previously submitted a proxy.

Whatever method you choose, please vote in advance of the meeting to ensure that your shares will be voted as you direct.

Boston, Massachusetts

April 9, 2021

By order of the Board of Directors

Wm. Gordon Prescott

EVP, General Counsel and Corporate Secretary

Admission Procedures

The meeting is open to shareholders of Berkshire Hills Bancorp, Inc. To participate and vote your shares at the Annual Meeting, you will need the 16-Digit Control Number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy in advance to ensure your vote is counted if you decide not to attend the virtual meeting.


IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2021: The Notice of Annual Meeting, 2021 Proxy Statement, 2020 Summary Annual Report, and 2020 Annual Report on SEC Form 10-K are each available at www.proxyvote.com or ir.berkshirebank.com

Table of Contents

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Proxy Summary		2
Proposal 1 - Election of Directors		8
	Information Regarding Directors and Director Nominees	9
	Corporate Governance	16
	Director Compensation	29
Proposal 2 - Advisory (Non-Binding) Vote on Executive Compensation		31
Compensation Discussion and Analysis		32
	Compensation Committee Report	57
Executive Compensation		58
	Summary Compensation and Other Tables	58
Proposal 3 - Ratification of the Appointment of the Independent Registered Public		66
	Audit Committee Report	67
Additional Information		68
	Stock Ownership	68
	Information About Voting	71
	Other Information Relating to Directors and Executive Officers	74
	Submission of Business Proposals and Shareholder Nominations	76
	Shareholder Communications	76
	Miscellaneous	76
	Other Matters	76
Appendix A		A-1
	Summary of and Reconciliation of Certain Non-GAAP Financial Measures	A-1
Appendix B		B-1
	Long Term Incentive Equity Compensation Component Industry Index	B-1

1 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

Berkshire Hills Bancorp, Inc. Proxy Statement

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Proxy Summary

This summary gives you an overview of selected information in this year’s proxy. We encourage you to read the entire proxy statement carefully before voting. We have also provided you with the 2020 Summary Annual Report and the 2020 Annual Report on SEC Form 10-K.

Annual Meeting of Shareholders

Time and Date: 10:00 a.m. Eastern Time, Thursday, May 20, 2021

Place: Virtual meeting at www.virtualshareholdermeeting.com/BHLB2021

The only way to attend the meeting or vote at the meeting is through the internet.

Record Date: Shareholders as of the close of business on March 25, 2021 are entitled to vote

We are providing this proxy statement to you in connection with the solicitation of proxies for the 2021 Annual Meeting of Shareholders and to transact any other business that may properly come before the meeting. In this proxy statement, we also refer to Berkshire Hills Bancorp, Inc. as “Berkshire” or the “Company”. We also refer to its subsidiary, Berkshire Bank, as the “Bank”. We are mailing a notice of the annual meeting to shareholders of record as of March 25, 2021, beginning on April 9, 2021.

Summary of Proposals for 2021

1 - Election of Directors. The Company’s Board of Directors is presenting thirteen (13) nominees for election as directors at our Annual Meeting. Two of our current directors are not standing for reelection. Two persons are being nominated for election to our Board to serve as directors for the first time. All other nominees currently serve as directors on our Board of Directors. In 2020, all director nominees received at least 95.7% of the votes cast regarding their nomination. Provided with this proposal is information about our directors, director nominees, corporate governance, and director compensation.

2 - Advisory Vote on Executive Compensation. This advisory vote is for the approval of the Company’s Named Executive Officer compensation as set forth within this proxy statement. Berkshire strives to promote shareholder value and sound risk management by aligning executive pay and company performance. The Compensation Discussion and Analysis (“CD&A”) explains the Board’s processes and decisions with respect to executive compensation. In 2020, 95.7% of the votes cast were in favor of the proposal “FOR” the advisory approval of our Executive Compensation. Provided with this proposal is the Compensation Discussion and Analysis, the Compensation Committee Report, and Summary Compensation and Other Tables.

3 - Ratification of Independent Registered Public Accounting Firm. This advisory vote ratifies the selection of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm for fiscal year 2021. Crowe has served in this capacity since fiscal year 2017. In 2020, 99.1% of the votes cast were in favor of the proposal for the appointment of Crowe.

2 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROXY STATEMENT | PROXY SUMMARY

2020 Executive Compensation Highlights

Our executive compensation decisions in 2020 were focused on responding to the changes to our business as a result of the global COVID-19 pandemic, and retaining and motivating our leadership team during the CEO transition process in the second half of the year.

Due to the challenges faced by the Company and the difficulty in forecasting the near-term business environment during the height of the pandemic, the Compensation Committee eliminated the opportunity for short-term incentives for the first half of the year. During the second half of the year, the Committee limited the annual incentive target for each NEO and formulated new incentive goals that were directional in nature (in recognition of the continued uncertainty in our operating environment) and focused on incentivizing qualitative progress in support of the Company’s transformation.

Additionally, due to the CEO transition and his appointment to the Acting CEO position in August 2020, Sean A. Gray’s salary was temporarily increased and his target annual incentive opportunity was adjusted to 65% of his salary. Separately, the Committee made adjustments to the long-term incentive awards granted to certain NEOs in early 2020 in recognition of the benefit of restructuring actions initiated in 2019, under which these executives assumed additional responsibilities.

These and other compensation decisions are described in greater detail below in our “Compensation Discussion and Analysis” section beginning on page 32.

2020 Company Performance

The COVID-19 pandemic had a significant impact on Berkshire’s business and financial results. Berkshire responded by adjusting its business model to manage pandemic-related impacts to operations, customers, and operating profitability. Throughout the pandemic, we maintained our commitment to the health, safety and resilience of employees while continuing to serve our customers, and communities. We developed several programs aimed at providing support to our employees during this unprecedented and challenging time, and we are proud that we did not make any programmatic reductions in staff or pay. We implemented loan payment modification programs in accordance with government guidelines, and the Bank originated $708 million in Paycheck Protection Program (“PPP”) loans to support employment in small businesses. COVID-sensitive commercial customers were identified and related borrowings were closely administered.

Due to the impact of the pandemic on our business valuation, the Company recorded non-cash charges to write-down the balance of goodwill and to provide for expected future loan losses resulting from the pandemic. As a result of these charges, the Company recorded a $533 million net loss in 2020, compared to net income of $97 million in the prior year. However, despite the challenges posed by the pandemic, 2020 included several notable accomplishments for the Company:

•Net cash provided by operating activities increased year-over-year to $228 million from $112 million.

•We acted decisively to preserve liquidity amidst changes to our financial results and ongoing uncertainties of the pandemic, temporarily suspending our stock repurchase program and reducing our quarterly cash dividend by 50% beginning with the dividend paid in the third quarter.

•We accelerated our electronic banking initiatives in response to expected ongoing changes in consumer behaviors, which we believe will drive operating margin expansion in the future.

•We announced an agreement to sell eight mid-Atlantic branch offices and continued to optimize our branch footprint.

•We completed our exit from our national mortgage business, including a sale of assets in the second quarter and a wind down of remaining operations by year-end.

•We curtailed originations in our Firestone and other specialized lending portfolios.

•We swiftly transitioned 86% of our non-branch personnel to be able to work from home safely and securely as the pandemic took hold and so-called “shutdown” orders went into effect across our operating footprint.

•We carefully and responsibly managed and adjusted the methods and hours of operation of our branch offices in order to remain open to serve our customers’ needs, while seeking to promote and maintain the health and safety of our customers, staff and communities.

3 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROXY STATEMENT | PROXY SUMMARY

Shareholder Engagement and Responsiveness

We have an active engagement program that reaches out to the governance and proxy voting teams of our largest institutional shareholders, to solicit their feedback and answer their questions. We had extensive dialogue with a number of these shareholders during the year. We also spoke with advisors and other knowledgeable third parties, obtaining valuable additional feedback on our governance, compensation, and strategy. Based on these ongoing discussions, in recent years we have made several enhancements to our governance programs, including:


l			Declassified Board of Directors; all director positions are up for election in 2021
l			Increased Board diversity and added cyber-security and additional financial expertise
l			In 2019, adopted new corporate guidelines implementing age and tenure limits to facilitate consistent Board refreshment
l			Added new relative performance measures related to total shareholder return (“TSR”) and changes in return on equity to the long-term incentive plan
l			Increased the three-year performance-based shares portion of long-term incentive compensation to 60% from 50%
l			Made changes to incentive performance metrics in the short-term incentive plan to better align these measures with shareholder interests
l			Increased the focus on long-term equity compensation
l			Created a new Board-level Corporate Responsibility and Culture Committee, strengthening the Board’s oversight of human capital management and diversity, equity and inclusion initiatives

Answering the Call

Our Approach to Environmental, Social, Governance (ESG) & Corporate Responsibility

Berkshire Bank is a purpose and values-driven community bank. We believe that everyone, from every neighborhood, should be able to bank with dignity. Environmental, Social, and Governance factors are central to our community bank mission, risk management practices, and competitive positioning. We provide an ecosystem of socially responsible financial solutions to meet our customers’ needs, engage with our communities to ensure equitable access and upward economic mobility. Our Be FIRST values of Belonging, Focusing, Inclusion, Respect, Service, and Teamwork guide us as we navigate our environment to improve performance and create maximum value for our stakeholders.

One-hundred and seventy-five years ago, Berkshire opened its doors to meet entrepreneurs' and working-class consumers’ financial needs. That heritage helped the Company as it navigated the impacts of the global COVID-19 pandemic, ensuring the health, safety, and economic resiliency of its stakeholders. Berkshire created the You FIRST employee assistance fund to help staff impacted by unexpected financial hardships, provided additional paid sick time, flexible work schedules for remote staff, and maintained full pay for those with reduced schedules as a result of the pandemic. Small businesses and consumers were helped with loan forbearances, government assistance programs, and we launched a fund to assist black and brown-owned businesses most impacted by the pandemic.

Berkshire continues to build on its Be FIRST Commitment, our roadmap for purpose-driven, socially responsible community banking. Our strong foundation of governance systems, including our Corporate Responsibility & Culture Committee of our Board of Directors, Diversity & Inclusion Employee Committee, Responsible & Sustainable Business Policy, and Social & Environmental Responsibility Risk Management practices, collectively integrate social, environmental, cultural, and reputational considerations through all aspects of the company.

4 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROXY STATEMENT | PROXY SUMMARY

We engage directly with our stakeholders and populate several communications channels with strategic content, including our Corporate Responsibility website, annual report, and proxy statement to highlight our commitment to disclosure, transparency, and socially responsible performance. Our annual Corporate Responsibility Report, which is aligned with Sustainability Accounting Standards Board (“SASB”) commercial bank disclosure topics, details the company's environmental, social, governance, and cultural programs as well as our progress on The Be FIRST Commitment. We’re proud to be recognized for our leadership and performance with local, regional, national, and international awards. Among these honors The North American Inspiring Workplaces Award, Communitas Award for Leadership in Corporate Social Responsibility, listing in the Bloomberg Gender-Equality Index, and achieving a perfect score in the Human Rights Campaign Corporate Equality Index.

2020 Corporate Responsibility Highlights:

2020 was filled with unprecedented events and challenges which sharply accelerated transitions in the banking industry and our communities. In response, Berkshire took action, adapted, and responded in meaningful ways to embrace our stakeholders and deliver tangible, unwavering support.

•Record Philanthropic Investments: As people and small businesses in neighborhoods across the Company's footprint struggled through the impacts of the COVID-19 pandemic, Berkshire's Foundation provided $4 million in grant funding to more than 500 organizations.

•Be FIRST Virtual Volunteer Day: Faced with the challenges of the global pandemic, Berkshire came together to celebrate and recognize its values of Service and Teamwork through Be FIRST Day, a re-imagination of its traditional volunteer day. More than 70% of employees contributed over 1,000 hours of service through a series of virtual volunteer events.

•Financial Wellness Microsite: Berkshire launched a new financial wellness microsite to provide tools, resources, and information to help people get on the path toward financial wellness. The multifaceted website provides information on banking, connects people with one-on-one financial coaching, provides educational information, and offers financial calculators to help individuals plan for a financially fit future.

•Reevx Labs Online: A new online hub created for local communities and the people who live and work in them, ReevxLabs.com offers resources and support for emerging entrepreneurs, artists, and small non-profit organizations. The Labs operate with a commitment to helping bank the underbanked with dignity.

•You FIRST Employee Assistance Fund: Berkshire Bank established its You FIRST Fund to help employees cope with unexpected financial hardships. The Fund provides approved applicants with up to $1,000 to help them recover more quickly from the impact of federally qualified, natural and other disasters as well as personal hardships.

•Diversity, Equity & Inclusion: As our nation faced the stark reality that systemic racism and inequities continue to exist throughout the country, Berkshire leaned into its existing programs and responded with focus and intentionality, launching a new comprehensive suite of diversity, equity, and inclusion employee and manager training. Berkshire also completed a pay equity analysis and enhanced its commitment to gender equity, highlighted by half of our Regional Presidents and nearly 50% of our executive management positions being held by women.

•Protected Leave for Gender-Based Violence Survivors: Through a collaboration with the non-profit FreeFrom, Berkshire enhanced existing protections for its employees experiencing gender-based violence by providing 15 days of paid leave a year to deal with the consequences of intimate partner violence, sexual assault, and human trafficking.

•Environmental & Social Governance Practices: The Company updated its Responsible & Sustainable Business Policy to incorporate new sections on fraud reporting, suspicious activity and conflict of interest. In addition, the Company enhanced its Social and Environmental Credit Risk practices by incorporating a new policy into the existing lending policies to more effectively mitigate the social and environmental risks associated with highly sensitive industries.

•A Low-Carbon Future: Berkshire is continuing to transition its electricity to renewable sources. The Company announced an agreement with NexAmp to subscribe to a community solar project in Massachusetts, increasing the percentage of its electricity supply procured from renewables, which stood at 61% as of year-end.

5 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROXY STATEMENT | PROXY SUMMARY

HUMAN CAPITAL MANAGEMENT

Berkshire’s people are the core of its ability to deliver on its strategic objectives, just as they have been for 175 years. The Company’s approach to human capital management is grounded in its Be FIRST values. It focuses on strong oversight, talent acquisition, development, engagement, retention, and offering a competitive benefits package. The Board of Directors has ultimate responsibility for the strategy of the Company. The Compensation Committee of the Board of Directors oversees executive compensation matters and the Corporate Responsibility & Culture committee oversees company culture, diversity, and employee engagement. The Company further enhanced this oversight in 2020 by appointing an experienced human resources leader to Executive Vice President Chief Human Resources & Culture Officer and creating a new Senior Vice President Chief Diversity Officer position.

Talent acquisition is the first step to ensuring Berkshire has employees with the right mix of skills and experiences. The Company leverages internship placements, affinity group relationships, and the use of experienced recruiters for key management and specialized positions. After hiring, employees’ undergo an onboarding journey including attending a virtual new hire orientation. Throughout an employees’ career Berkshire focus on development as the Company believes it’s a critical factor to long-term retention. In 2020, the Company launched a new mentoring program to pair high potential junior employees with senior staff to build on existing development opportunities. The Company reskilled and upskilled employees from across the bank to assist in government relief programs such as the SBA’s Paycheck Protection Program (“PPP") and for employees looking to expand their professional experience in the classroom, the Company offers an education assistance program.

Berkshire continually evaluates its strategies and looks at best practices to provide competitive pay and benefits packages. All of Berkshire’s benefits are available to married same-sex or different-sex couples as well as domestic partners. In 2020, the Company completed a salary survey to ensure pay and performance measures aligned with the markets it serves and a pay equity analysis to ensure that all employees, regardless of gender and ethnicity, in comparable roles are compensated equitably. Berkshire was listed in the Bloomberg Gender-Equality Index for the second consecutive year in recognition of its work and achieved a perfect score on the Human Rights Campaign Corporate Equality Index for the first time.

Berkshire employees' health, safety, and economic stability has and continues to be a priority as the Company continues to navigate the global COVID-19 pandemic. Berkshire suspended non-essential business travel and accelerated its ongoing Work from Home initiative to swiftly, safely and securely move 86% of non-branch staff to a fully remote environment. The Company provided protective equipment to front-line employees, including masks and gloves, and offered all additional paid sick time, paid quarantine/isolation leave, job protected personal leave, flexible work schedules for remote employees, premium pay for onsite employees and maintained full pay for employees with reduced schedules, as a result of the pandemic. Berkshire enhanced support through its Employee Assistance Program and launched the You FIRST Fund to help employees impacted by personal financial hardships. As a result of Berkshire’s collective actions, there were no bank related pandemic layoffs in 2020 and the Company instituted a special compensation program for employees assisting with government relief programs.


Human Capital*	Total Full Time Equivalent	1,505
	Voluntary Retention Rate	85	%

*All metrics reported are as of or for the year-ended December 31, 2020.

6 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROXY STATEMENT | PROXY SUMMARY

DIVERSITY, EQUITY, AND INCLUSION

Berkshire’s journey to build a more diverse, equitable, and inclusive company is grounded in its Be FIRST values. The Company’s goal is to build a workplace that reflects its communities' unique diversity and creates wealth in underrepresented neighborhoods across its footprint. The Company focuses on its governance practices, employee education, talent acquisition & workplace culture, supplier diversity, and product and service offerings. A collection of governance practices serve as the foundation, ensuring the appropriate oversight. The Corporate Responsibility & Culture Committee of the Board of Directors has ultimate responsibility for Diversity, Equity, and Inclusion Program performance and ensuring Management creates a workplace culture consistent with its Be FIRST values. The Company’s Diversity & Inclusion Employee Committee, which reports up to the Corporate Responsibility & Culture Committee, focuses on the diversity and inclusion strategy. The committee consists of employees from throughout the business and works to develop and execute goals, strategies, and tactics and monitor progress.

The Company offers seven Employee Resource Groups each of whom play an integral role for employees and the culture of the company. Each Employee Resource Group provides a safe space for dialogue, education, and collective action on topics relevant to their mission. These groups continue to help the company facilitate important cultural shifts, update policies, host important cultural heritage events, and attend affinity group job fairs. In 2020, the Company rolled out a new suite of Diversity, Equity, and Inclusion trainings. In addition, it continues to develop deeper partnerships with colleges, affinity groups and non-profit organizations to expand its networks beyond those traditionally touched by the banking industry. The Company leverages internal expertise and experienced external recruitment professionals to ensure it receives candidate pools that reflect the rural and urban communities where it operates. In addition, the Company regularly reviews the gender and ethnic diversity of its workforce at the employee, manager and executive management level.


Diversity & Inclusion*	Percent of women in workforce	68	%
	Percent of ethnic minorities in workforce	14	%
	Percent disabled in workforce	2	%

*All metrics reported are as of December 31, 2020.

Additional information on Berkshire’s Culture, Human Capital and Diversity, Equity & Inclusion practices can be found in the Company’s annual Corporate Responsibility Report at www.berkshirebank.com/csr, which details the company's environmental, social, governance, and cultural programs.

7 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

Proposal 1:

Election of Directors for a One-Year Term

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The Company’s Board of Directors has nominated and recommends a vote “FOR” each of the thirteen (13) nominees listed below for election as a director. Eleven of the nominees currently serve on the Company’s Board of Directors.

Background. The Company’s Board of Directors is presenting thirteen (13) nominees for election as directors at our Annual Meeting. Eleven of the nominees currently serve as directors on the Company Board of Directors. Each director elected at the meeting will serve for a one-year term until our 2022 annual meeting or until a successor is duly elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If a nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of the remaining nominees. The Board of Directors does not currently anticipate that any of the nominees will be unable to be a candidate for election. Director Cornelius D. Mahoney (age 75, 15 years of service) and Director D. Jeffrey Templeton (age 79, 15 years of service) are not standing for re-election. Deborah Bailey (age 68) and Michael (Misha) Zaitzeff (age 38) have been nominated to stand for election as new board members at this shareholder meeting.

Agreement with HoldCo Assessment Management. On March 7, 2021, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with HoldCo Asset Management, LP (“HoldCo”), an investment adviser which owns approximately 3.3% of the Company’s outstanding shares. Pursuant to the Cooperation Agreement, the Company agreed that it would nominate 13 candidates for election as directors of the Company at the Company’s 2021 Annual Meeting of Shareholders, including Michael Zaitzeff, Co-Founder and Managing Member of VM II LLC, the general partner of HoldCo, and one new independent director. In connection with the Cooperation Agreement, the Company has chosen to nominate Deborah Bailey as the new independent director for a one-year term beginning on May 20, 2021. Pursuant to the Cooperation Agreement, Mr.Zaitzeff may select a replacement for his position, subject to the terms stated in the agreement.

The foregoing description is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021.

Election. The affirmative vote of a plurality of the Company’s outstanding common stock present at the virtual annual meeting or by proxy at the Annual Meeting is required to elect the nominees for directors; provided, however, in the case of an uncontested election of directors, it is the Company’s policy that if a director is elected by a plurality but not a majority of the votes cast for such director, such director must submit his or her resignation to the Board of Directors, which will be subject to review by the Corporate Governance/Nominating Committee of the Board of Directors. The Corporate Governance/Nominating Committee will then make a recommendation to the Board of Directors as to whether to accept or reject the director’s resignation. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the nominees as directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ITS DIRECTOR NOMINEES.

8 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

Information Regarding Directors and Director Nominees

2021 Nominees for Election to the Board of Directors

BAYE ADOFO-WILSON, CEO OF BAW DEVELOPMENT, LLC

Mr. Adofo-Wilson, Esq. is CEO of BAW Development, LLC, a national real estate development company concentrating on redevelopment and consulting services in diverse communities. He is also Of Counsel at Post Polak, PA focusing on redevelopment law and specializing in New Jersey’s urban transitioning communities and municipalities, He has over 20 years of experience in law and business development, with a focus on community development, including the position of Deputy Mayor/Director, Economic and Housing Development for the City of Newark, New Jersey.

Independent

Qualifications, Skills, and Experience:

Years of Service: 2

Business Operations/Strategic

Regulated Industry

Age: 52

Planning

Corporate Responsibility/

Board Committees:

Financial Expertise/Literacy

Community Leader

Audit

Talent Management

Small Business Owner/Operator

Corporate

Real Estate

Legal Expertise

Governance/ Nominating

Corporate Responsibility

and Culture

DEBORAH P. BAILEY, GOVERNOR OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)

Ms. Bailey is a Governor of the Financial Industry Regulatory Authority (FINRA). Previously she was Managing Director of the Financial Regulatory Practice at KPMG and Vice Chair and Managing Director of the Banking & Securities Regulatory Practice at Deloitte & Touche LLP. She previously was an officer of the Board of Governors of the Federal Reserve, rising to Deputy Director of Banking Supervision and Regulation where she was a direct report to Federal Reserve Chairman Ben Bernanke. She started her career at the Office of the Comptroller of the Currency, where she attained the position of Field Office Director for New York and New Jersey, managing the largest field office in the country, and where she headed a Task Force that led to restructuring of the regional field offices and creation of the Large Bank Supervision Program.

Independent

Qualifications, Skills, and Experience:

Years of Service: NA

Financial Expertise/Literacy

Risk Management

Age: 67

Business Operations and Strategic

Corporate Responsibility/

Board Committees:

Planning

Community Leader

To be determined

Talent Management

Regulated Industry

9 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

RHEO A. BROUILLARD, FORMER DIRECTOR, PRESIDENT, AND CHIEF EXECUTIVE OFFICER OF SI FINANCIAL GROUP, INC.

Mr. Brouillard is the former Director, President and Chief Executive Officer of SI Financial Group, Inc. before its merger with Berkshire in May 2019. Mr. Brouillard has more than 40 years of experience in the financial services industry holding key roles at multiple financial services institutions. He has been a staunch supporter of community development associations throughout his career and a champion for the communities he served in Southeast New England.

Non-Independent

Qualifications, Skills, and Experience:

Years of Service: 2

Public Company CEO

Risk Management

Age: 67

Public Company Board

Talent Management

Board Committees:

Financial Institution Executive

Regulated Industry

Compliance & Regulatory

Business Operations and Strategic

Corporate Responsibility/

Risk Management and Capital

Planning

Community Leader

Financial Expertise/Literacy

DAVID M. BRUNELLE, VICE CHAIRPERSON OF THE BOARD OF DIRECTORS OF BERKSHIRE HILLS BANCORP, INC., CO-FOUNDER AND MANAGING DIRECTOR OF NORTH POINTE WEALTH MANAGEMENT

Mr. Brunelle is Co-Founder and Managing Director of North Pointe Wealth Management in Worcester, Massachusetts. He has over 20 years of experience in financial services working with businesses, individuals, families and charitable foundations. Mr. Brunelle is a former Director of Commerce Bancshares Corp. and Commerce Bank & Trust Company and served on Commerce’s audit and loan committees. He has also served as trustee or corporator for numerous non-profit entities in and around Worcester, including The Nativity School of Worcester, The Worcester Regional Research Bureau, The Worcester Educational Development Foundation, the UMass/Memorial Foundation, Becker College and the Greater Worcester Community Foundation.

Independent

Qualifications, Skills, and Experience:

Years of Service: 3

Public Company Board

Talent Management

Age: 50

Business Operations/Strategic

Regulated Industry

Board Committees:

Planning

Corporate Responsibility/

Audit (Chair)

Financial Expertise/Literacy

Community Leader

Corporate

Risk Management

Small Business Owner/Operator

Governance/Nominating

Wealth Management/Insurance

10 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

ROBERT M. CURLEY, CHAIRMAN OF THE NEW YORK REGION OF BERKSHIRE BANK

Mr. Curley is Chairman of the New York region of Berkshire Bank. He previously served as Chairman and President for Citizens Bank in New York from 2005 to 2009. Prior to joining Citizens, Mr. Curley served at Charter One Bank where he was President for New York and New England. During the period of 1976 to 1999, Mr. Curley was employed by KeyCorp, where he rose to the position of Vice Chairman of KeyBank N.A., and served as President and Chief Executive Officer of four subsidiary banks.

Non-Independent

Qualifications, Skills, and Experience:

Years of Service: 10

Financial Institution Executive

Talent Management

Age: 73

Business Operations/Strategic

Regulated Industry

Board Committees:

Planning

Corporate Responsibility/

Risk Management & Capital

Financial Expertise/Literacy

Community Leader

Compliance & Regulatory

Risk Management

Public Company Board

JOHN B. DAVIES, AGENT EMERITUS WITH MASSACHUSETTS MUTUAL LIFE INSURANCE

Mr. Davies is a former Executive Vice President of Massachusetts Mutual Life Insurance and is currently an Agent Emeritus with Massachusetts Mutual, providing high net worth counseling with a focus on tax efficiency and intergenerational transfers of wealth. Mr. Davies currently serves on the Westfield State University Foundation Board. Mr. Davies is a former director of Woronoco Bancorp, Inc.

Independent

Qualifications, Skills, and Experience:

Years of Service: 15

Public Company Board

Regulated Industry

Age: 71

Financial Institution Executive

Wealth Management/Insurance

Board Committees:

Business Operations/Strategic

Talent Management

Compensation (Chair)

Planning

Corporate Responsibility/

Corporate

Financial Expertise/Literacy

Community Leader

Governance/Nominating

11 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

J. WILLIAR DUNLAEVY, CHAIRPERSON OF THE BOARD OF DIRECTORS OF BERKSHIRE HILLS BANCORP, INC.

Mr. Dunlaevy is the Chairperson of the Board of Directors of the Company. He previously served as Chief Executive Officer and Chairman of the Board of Legacy Bancorp, Inc. and Legacy Banks (collectively, “Legacy”). Mr. Dunlaevy served as the Chief Executive Officer and Chairman of the Board of Legacy from 1996 until their merger with Berkshire in 2011. A community leader, Mr. Dunlaevy currently serves as a director of the Berkshire Bank Foundation, and previously served as Chairman of the Berkshire Taconic Community Foundation. Mr. Dunlaevy has also been a director of the Depositors Insurance Fund, Massachusetts Bankers Association, and Savings Bank Life Insurance Company of Massachusetts (“SBLI”).

Independent

Qualifications, Skills, and Experience:

Years of Service: 9

Public Company CEO

Risk Management

Age: 74

Public Company Board

Talent Management

Board Committees:

Financial Institution Executive

Regulated Industry

Compensation

Business Operations/Strategic

Corporate Responsibility/

Corporate

Planning

Community Leader

Governance/Nominating (Chair)

Financial Expertise/Literacy

WILLIAM H. HUGHES III, FOUNDER AND PRESIDENT OF OPEN4 LEARNING

Mr. Hughes is the president and founder of Open4 Learning, an innovation company that launches and grows ed-tech startups. As a software executive, he is focused on new ventures, strategy, innovation, and product management, and he has decades of experience advising senior executives at industry-leading multinationals on corporate strategy and partnership in multiple industries, including education and financial services. He has played a leadership and advisory role in several mergers, acquisitions and new business ventures.

Independent

Qualifications, Skills, and Experience:

Years of Service: 2

Business Operations/Strategic

Talent Management

Age: 57

Planning

Regulated Industry

Board Committees:

Information Technology

Corporate Responsibility/

Compensation

Product Management

Community Leader

Risk Management and

Cybersecurity

Small Business Owner Operator

Capital (Chair)

Corporate Responsibility &

Culture

12 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

DR. SYLVIA MAXFIELD, DEAN OF THE PROVIDENCE COLLEGE SCHOOL OF BUSINESS

Dr. Maxfield is Dean of the Providence College School of Business and was previously Chairman of the Faculty and MBA Program Director at Simmons University in Boston. Additionally, she serves as voting member of the Rhode Island State Investment Commission, which oversees fund performance, including asset allocation and investment-related contracting. Maxfield also votes on shareholder proxy activity on behalf of the State. Previously, she has served on the boards of the Greater Providence Chamber of Commerce, Social Enterprise Greenhouse and the 21st Century Fund. Dr. Maxfield has been designated by the Board of Directors as a financial expert under the rules of the Securities and Exchange Commission.

Independent

Qualifications, Skills, and Experience:

Years of Service: 1

Business Operations/Strategic

Talent Management

Age: 62

Planning

Corporate Responsibility/

Board Committees:

Financial Expertise/Literacy

Community Leader

Audit

Marketing/PR

Risk Management and Capital

NITIN J. MHATRE, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR OF THE COMPANY

Mr. Mhatre was appointed to the role of President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank in January 2021. He was also appointed as a Director of the Company and the Bank. Prior to joining the Company, Mr. Mhatre was Executive Vice President, Community Banking, at Webster Bank, where he led consumer and business banking businesses. Before joining Webster in 2009, Mr. Mhatre spent 13 years at Citi Group in various leadership roles across consumer-related businesses globally.

Non-Independent

Qualifications, Skills, and Experience:

Years of Service: <1

Public Company CEO

Risk Management

Age: 50

Public Company Board

Regulated Industry

Financial Institution Executive

Corporate Responsibility/

Business Operations/Strategic

Community Leader

Planning

Talent Management

Financial Expertise/Literacy

13 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

LAURIE NORTON MOFFATT, DIRECTOR & CEO OF THE NORMAN ROCKWELL MUSEUM

Ms. Moffatt is the Director and Chief Executive Officer of the Norman Rockwell Museum, Stockbridge, Massachusetts. Since 1986, Ms. Moffatt has overseen the expansion of the museum’s facilities and the creation of a scholars’ research program. Her efforts resulted in the Museum receiving the National Humanities Medal, America’s highest humanities honor. Ms. Moffatt is also an active community leader. She is a founder of 1Berkshire and Berkshire Creative Economy Council and serves as a trustee of Berkshire Health Systems and a director of Berkshire Health Systems, Inc. and Berkshire Medical Center, Inc.

Independent

Qualifications, Skills, and Experience:

Years of Service: 7

Business Operations/Strategic

Marketing/PR

Age: 64

Planning

Small Business Owner/Operator

Board Committees:

Financial Expertise/Literacy

Corporate Responsibility/

Corporate

Talent Management

Community Leader

Governance/ Nominating

Corporate Responsibility &

Culture (Chair)

JONATHAN I. SHULMAN, FORMER EVP AND TREASURER AT KEYCORP

Mr. Shulman was formerly Executive Vice President & Treasurer at KeyCorp, a publicly traded U.S. bank. Shulman possesses deep commercial banking experience that includes financial markets, governance, and balance sheet and risk management disciplines. He began his career with KeyCorp in 1989 and served in leadership roles in financial market strategy, asset liability management, wholesale funding and capital planning. Shulman has also held committee membership positions on KeyCorp’s Asset Liability Committee, Market Risk Committee, Model Risk Committee, and Funds Transfer Pricing Committee. Mr. Shulman has been designated by the Board of Directors as a financial expert under the rules of the Securities and Exchange Commission.

Independent

Qualifications, Skills, and Experience:

Years of Service: 1

Financial Institution Executive

Risk Management

Age: 58

Business Operations/Strategic

Regulated Industry

Board Committees:

Planning

Audit

Financial Expertise/Literacy

Risk Management and Capital

14 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

MICHAEL A. ZAITZEFF, MANAGING MEMBER OF VM GP II LLC

Mr. Zaitzeff is a co-founder and managing member of VM GP II LLC, the general partner of HoldCo Asset Management, LP. Mr. Zaitzeff has served as a member of numerous corporate boards, oversight committees and creditor committees. Mr. Zaitzeff served on the Trust Advisory Board of WMI Liquidating Trust, a trust created to implement the Chapter 11 Bankruptcy Plan of Washington Mutual, Inc.

Independent

Qualifications, Skills, and Experience:

Years of Service: NA

Financial Expertise/Literacy

Marketing/PR

Age: 38

Regulated Industry

Small Business Owner/Operator

Board Committees(1):

Audit

Risk Management and Capital

(1) Pursuant to the Company’s Cooperation Agreement with HoldCo Asset Management, LP, Mr. Zaitzeff will be appointed to the Audit Committee and the Risk Management and Capital Committee, and will serve as a non-voting observer on the Corporate Governance/Nomination Committee.

15 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Corporate Governance

The Company is committed to strong corporate governance policies, practices, and procedures designed to make the Board more effective in exercising its oversight role. The following sections provide an overview of our corporate governance structure, including independence and other criteria we use in selecting director nominees, our Board leadership structure, and the responsibilities of the Board and each of its Committees. Our Corporate Governance Policy, among other key governance materials, helps guide our Board and management in the performance of their duties and is regularly reviewed by the Board.

Key Corporate Governance Documents

Please visit our investor relations website at ir.berkshirebank.com to view the following documents:

Corporate Governance Policy

Code of Business Conduct

Anonymous Reporting Line Policy

Board Committee Charters

Certificate of Incorporation

Company By-Laws

These documents are available free of charge on our website or by writing to Berkshire Hills Bancorp, c/o Wm. Gordon Prescott, Executive Vice President, General Counsel and Corporate Secretary, 60 State Street, Boston, Massachusetts 02109.

The Board and management regularly review best practices in corporate governance and are committed to a program that serves the long-term interests of our shareholders. We believe good governance strengthens accountability and promotes responsible corporate citizenship. Several of our current best practices are highlighted below:


Independent Oversight	Shareholder Orientation and Accountability	Good Governance
Majority independent directors(1)	Declassified Board with all directors standing for election each year	Diverse board membership (skills, tenure, age); annual director education; active board replenishment program
Strong and engaged independent Board Chair	Robust stock-ownership guidelines	Annual evaluation of CEO and senior management and review of succession plans
All key committees are fully independent	Annual shareholder engagement program	Implementation of a Corporate Responsibility & Culture Committee at both Board and employee level
Regular executive sessions of independent directors	Plurality voting standard for director elections, with director resignation policy in effect for uncontested elections	Risk oversight by full board and committees
Board Chair or Chair of Corporate Governance can call special meeting of the Board at any time for any reason	No poison pill in place; annual election of all directors	Formal ethics code, reporting hotline and ethics training to all employees

(1) 10 out of 13 of the director nominees will be designated as independent directors.

16 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Board of Directors

The primary functions of Berkshire’s Board of Directors are:

•To oversee management performance on behalf of shareholders;

•To ensure that the interests of the shareholders are being served;

•To monitor adherence to Berkshire’s standards and policies;

•To promote the exercise of responsible corporate citizenship; and

•To perform the duties and responsibilities assigned to the Board by the laws of Delaware, Berkshire’s state of incorporation.

Talent Development and Succession Planning

One of the Board's primary responsibilities is to oversee the development and retention of key talent within the Company and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other senior executives. The Board meets regularly with senior management and periodically reviews the readiness of key employees to potentially assume additional roles and responsibilities, including in the event of unexpected circumstances. In addition, our Chief Executive Officer regularly discusses with our Corporate Governance/Nominating Committee recommendations and evaluations as to potential successors for senior positions. The Committee incorporates this feedback into its leadership development and contingency plans. While the Corporate Governance/Nominating Committee has primary responsibility for developing and maintaining a succession plan, the Committee regularly reports to the Board on this matter, and final decisions on senior leadership succession matters, other than the CEO, are made by the CEO in consultation with the full Board.

Identification of Candidates and Diversity

The Corporate Governance/Nominating Committee regularly reviews the composition of our Board and, as appropriate, recommends steps to be taken to ensure that the Board reflects the desired balance of skills, experience and diversity and meets the requirements of all applicable laws and regulations.

In accordance with our Corporate Governance Policy, the Corporate Governance/Nominating Committee and Board shall take into account diversity considerations. Diversity is broadly construed to mean not only diversity of gender, race, ethnicity and sexual orientation, but also diversity with respect to personal and professional experiences, backgrounds, opinions, beliefs, education and perspectives.

The Corporate Governance/Nominating Committee is committed to fostering an environment of diversity and inclusion, including among our directors, and is tasked as part of its annual evaluation with determining whether or not the Board is appropriately diverse. Currently, 46% of our director nominees are female and/or racially or ethnically diverse, and two of our diverse nominees serve in committee leadership positions, which we believe evidences the Corporate Governance/Nominating Committee’s continued commitment to diversity.

17 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Ongoing Board Refreshment

We believe that the Company benefits when the Board is comprised of a mix of experienced directors with diverse and fresh perspectives. To that end, the Board maintains an ongoing refreshment program to seek out highly qualified candidates with skills and experiences that are aligned with our long-term strategy. We have also adopted corporate governance guidelines providing both age and tenure limits, of 75 and 12 years, respectively, to facilitate appropriate transition and renewal. These guidelines as well as the Board’s general commitment to thoughtful refreshment has resulted in a number of changes in recent years.

In 2019, former Directors Paul T. Bossidy and Patrick J. Sheehan did not stand for re-election and resigned from the Board, effective as of the 2019 Annual Meeting, and former Director Richard J. Murphy resigned from the Board, effective as of September 19, 2019, Current Directors Baye Adofo-Wilson, Rheo T. Brouillard and William H. Hughes III were appointed to the Board, effective as of May 30, 2019. The number of members of the Board was thirteen (13) at both January 1, and December 31, 2019.

In 2020, current Directors Sylvia Maxfield and Jonathan I. Shulman were appointed to the Board, effective February 24, 2020. Former Directors Pamela A. Massad and William J. Ryan did not stand for re-election and retired from the Board, effective as of the 2020 Annual Meeting. The number of members of the Board was thirteen (13) at both January 1, and December 31, 2020.

In 2021, current Directors Cornelius D. Mahoney and D. Jeffrey Templeton will not stand for re-election and will retire from the Board, effective as of the 2021 Annual Meeting. The Board has nominated Deborah P. Bailey and Michael A. Zaitzeff, together with the remaining eleven (11) current Directors, for election to the Board at the 2021 Annual Meeting on May 20, 2021. It is expected that following the 2021 Annual Meeting the number of members of the Board will continue to be thirteen (13).

Board Meetings

During 2020, the Board of Directors held fifteen (15) meetings. The average attendance at meetings of the Board and Board Committees during 2020 was 98%. During this period, each of the current directors attended at least 75% of the aggregate of the total number of board meetings and committee meetings held on which such directors served.

In addition, the Board of Directors encourages each director to attend annual meetings of shareholders. Twelve out of thirteen directors serving as of the date of the 2020 Annual Meeting of Shareholders attended the 2020 Annual Meeting.

Board Leadership Structure

The Board has reviewed the current Board leadership structure of the Company, which consists of a separate Independent Chairperson of the Board and a Chief Executive Officer. The Independent Board Chair performs all duties and has all powers which are commonly incident to the office of Chairperson of the Board or which are delegated to him by the Board of Directors, including presiding at all meetings of the Board of Directors. The Chief Executive Officer has responsibility for the management and control of the business and affairs of the Company and has general supervision of all other officers, employees and agents of the Company. The Board believes that separating these roles enhances the independence of the Board and its effectiveness in discharging its responsibilities and that this procedure is currently the most appropriate Board leadership structure for the Company.

As part of its ongoing review of its corporate governance procedures and practices, the Board of Directors recently revised the Company’s Corporate Governance Policy to allow for the appointment of a Vice Chairperson of the Board in the manner and upon the criteria that the Board of Directors deems appropriate at the time of the selection. The role of the Vice Chair is to, in the absence of the Board Chair, conduct meetings of the Board and fulfill the other responsibilities of the Board Chair, and to fulfill any other responsibilities assigned to the Vice Chair by the Board of Directors. Effective as of March 18, 2021, David M. Brunelle was appointed the Vice Chairperson of the Board of Directors.

18 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director Independence

All of the Company’s directors are independent under the listing requirements of The New York Stock Exchange (the “NYSE”), except for Messrs. Mhatre and Curley, who are officers of the Company and the Bank, and except for Mr. Brouillard, who was CEO of SI Financial Group, Inc., which was acquired by the Company in 2019. Additionally, all of the members of the Audit, Compensation and Corporate Governance/Nominating Committees are independent in accordance with the listing standards of the NYSE, and, in the case of members of the Audit and Compensation Committees, applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the Federal Deposit Insurance Corporation (“FDIC”). In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons,” including loans or lines of credit that the Bank has directly or indirectly made to Directors Mahoney, and Moffatt.

Corporate Governance Policy

The Board of Directors has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operation of the Board of Directors; the selection of a Chairperson of the Board of Directors; the selection time to time in the Board’s discretion of a Vice Chairperson of the Board of Directors; the operation of board committees; succession planning; convening executive sessions of independent directors; the Board of Directors’ interaction with management and third parties; director age limits; the maximum length of directors’ tenure on the Board; and the evaluation of the performance of the Board of Directors and of the Chief Executive Officer. A copy of the corporate governance policy is available in the Governance Documents portion of the Investor Relations section of the Company’s website (ir.berkshirebank.com).

Commitment to Corporate Social Responsibility and Culture

Berkshire Bank is a purpose and values-driven community bank. Environmental, Social, and Governance factors are central to its community bank mission, risk management practices, reputation and competitive positioning. The Corporate Responsibility & Culture Committee of the Board of Directors is responsible for overseeing the management of the Company’s enterprise-wide Corporate Social Responsibility, Diversity & Inclusion, and Culture programs. The committee, led by Director Laurie Norton Moffat, reviews program performance, examines related risks and ensures accountability for management’s efforts to integrate social, environmental, cultural, and reputational considerations through all aspects of the company for the benefit of all its stakeholders. Berkshire invites you to learn more about all the ways it is a socially responsible and values-driven community bank in this year’s Corporate Responsibility Report: Meaningful Moments: Answering the Call, available online at berkshirebank.com/csr.

Director Continuing Education

The Board of Directors conducts annual director education sessions, which include presentations by industry experts based on input from directors regarding topics of interest. Directors also receive an annual update on trending compliance and regulatory matters and new developments from the Bank’s outside compliance advisory firm. Our executive management meets with the Board at every regularly scheduled board meeting and annually to review the Company’s strategic plan.

19 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Board and Committee Self Evaluation

The Corporate Governance/Nominating Committee oversees the annual self-evaluation of the performance of the Board of directors and its committees, the results of which are discussed with the full Board and each individual committee, as appropriate. The purpose of the evaluations is to improve the performance of the overall Board and each specific committee. The evaluations include a review of any areas in which Board or committee members believes the Board and the committees can make a better contribution to the governance and oversight of the Company. The Corporate Governance/Nominating Committee also utilizes the results of the Board and committee evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and appointment to each committee. The evaluation survey forms include open-ended questions in which directors are invited to share their written comments on a confidential basis.

Committees of the Board of Directors

The Board currently has six standing committees: the Audit Committee; the Compensation Committee; the Corporate Governance/Nominating Committee; the Corporate Responsibility and Culture Committee; the Risk Management and Capital Committee; and the Compliance/Regulatory Committee. The Board reviews the Committee Charters regularly to ensure it has an effective, efficient committee structure. The Board has determined that all members of the Audit Committee, the Compensation Committee and the Corporate Governance/Nominating Committee are independent in accordance with the listing requirements of the NYSE. Each committee operates under a written charter approved by the Board of Directors that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The current charters of all six committees are available in the Governance Documents portion of the Investor Relations section of the Company’s website (ir.berkshirebank.com). The following table shows the structure of the Board of Directors as of the filing date of this Proxy Statement. It also shows the number of times each Committee met in 2020. With the exception of the appointment of Mr. Mhatre to replace Mr. Marotta as CEO and a Director, there were no other changes to the board structure and board committees since the Proxy Statement for the 2020 annual meeting. Mr. Brunelle was appointed Vice Chair of the Board in 2021.

20 BERKSHIRE HILLS BANCORP, INC. | 2021 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

2021 Board Structure and Meetings

Director Name, Age & Primary Occupation

Director
Since

Director
Category

Audit

Comp

Corp Gov & Nom

Corp Responsibility & Culture

Risk & Capital

Compliance & Reg

Baye Adofo-Wilson, Age 52
CEO of BAW Development, LLC

2019

Rheo A. Brouillard, Age 67
Former Director, President, and CEO
SI Financial Group, Inc.

2019

David M. Brunelle, Age 50
Co-Founder and Managing Director of North Pointe Wealth Management

2017

Robert M. Curley, Age 73
Chairman of the New York Region of Berkshire Bank

2010

John B. Davies, Age 71
Agent Emeritus with Massachusetts Mutual Life Insurance

2005

J. Williar Dunlaevy, Age 74
Chairperson of the Board of Directors of Berkshire Hills Bancorp, Inc.

2011

William H. Hughes III, Age 57
Founder and President Open4 Learning

2019

Cornelius D. Mahoney, Age 75
Former Chairman, President and CEO of Woronoco Bancorp, Inc.

2005

Dr. Sylvia Maxfield, Age 62
Dean Providence College School of Business

2020

Nitin J. Mhatre, Age 50

President and CEO of Berkshire Hills Bancorp, Inc.

2021

Laurie Norton Moffatt, Age 64
Director & CEO of the Norman Rockwell Museum

2013

Jonathan I. Shulman, Age 58
Former EVP and Treasurer KeyCorp

2020

D. Jeffrey Templeton, Age 79
Owner and President of The Mosher Company, Inc.

2005

Number of Meetings in 2020

(Full Board)

SEC Form DEF 14A filed by Berkshire Hills Bancorp, Inc.