brkl-20240329

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. )

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Soliciting Material under §240.14a-12

Brookline Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

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

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March 29, 2024

Dear Stockholder,

I am pleased to invite you to the Brookline Bancorp, Inc. 2024 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 8, 2024. To attend the Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2024.

I would like to acknowledge the service of seven of our directors who have elected to retire from the Company's Board of Directors. Four of these directors retired at the end of 2023, and three are not seeking election at this year's Annual Meeting. Combined, these individuals have made significant contributions of their time and talent to our Company for many years. On behalf of myself, the management team, and the Board of Directors, I would like to acknowledge the service and dedication of David Chapin, John Doyle, John Hackett, John Hall, Charles Peck, Joseph Slotnik, and Peter Wilde. We wish you all well in your future endeavors and thank you for your many and varied contributions to our Company!

With the retirement of Joseph Slotnik, our Board of Directors has voted to appoint Thomas J. Hollister as Lead Director following the conclusion of the Annual Meeting. Tom has been a member of our Board for 14 years and is a veteran banker having served in a number of capacities at various banks in the Greater Boston market during his career. Please see his full biography in the accompanying Proxy Statement and join me in welcoming Tom to his new role.

As in prior years, we are making proxy materials for the Annual Meeting available to our stockholders primarily through the Internet. As part of our overall commitment to environmental responsibility, we continue to seek opportunities to reduce waste and our impact on the environment whenever possible. The electronic delivery of our proxy materials provides a more efficient and environmentally friendly way of delivering materials to our stockholders. 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 employees, we thank you for your continued support.


Sincerely,

Paul A. Perrault
Chairman and Chief Executive Officer

131 Clarendon Street, Boston, Massachusetts 02116

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Brookline Bancorp, Inc. (the "Company") to be held by means of remote communication on Wednesday, May 8, 2024 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 three nominees named in the Proxy Statement, each to serve for a three-year term and until his 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, 2024.	For
3.	To hold a non-binding advisory vote on 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.

To attend the virtual Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2024. Stockholders of record on March 15, 2024 (the "Record Date"), may attend the virtual meeting by going to the virtual Annual Meeting website 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 as part of our commitment to environmental sustainability. On March 29, 2024, 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 2023 Annual Report on Form 10-K along with instructions on how to vote via the Internet or by telephone. Commencing ten days after the issuance 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, Brookline Bancorp, Inc., 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 virtual 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,

Marissa Martin
General Counsel and Corporate Secretary
Boston, Massachusetts
March 29, 2024

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			Page
General Information			1

Proposal 1: Election of Directors			7

Role of the Board; Corporate Governance Matters			13

Security Ownership of Certain Beneficial Owners, Directors and Management			23

Director Compensation			27

Executive Officers			29

Compensation Discussion and Analysis			32

Compensation Committee Report			46

Named Executive Officer Compensation			47

Audit Committee Report			65

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			66

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			68



Stockholder Proposals for 202 5 Annual Meeting			69

Other Matters			69

Miscellaneous			69

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131 Clarendon Street
Boston, Massachusetts 02116

PROXY STATEMENT

2024 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 Brookline Bancorp, Inc. on March 29, 2024 in connection with the solicitation of proxies by our Board of Directors for the 2024 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 8, 2024

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("Form 10-K") are available on our website at www.brooklinebancorp.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

We encourage you to consider the environment before requesting printed copies of these materials.

Attendance at the 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 8, 2024. Following the conclusion of the meeting, stockholders will have the opportunity to ask questions. All stockholders of record on March 15, 2024 (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 ask questions in accordance with the rules of conduct for the Annual Meeting.

The virtual location will be: www.virtualshareholdermeeting.com/BRKL2024. Reference in this Proxy Statement to attendance at the Annual Meeting shall refer to virtual attendance.

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To participate in the Annual Meeting, on the day of the Annual Meeting, please visit the virtual meeting link. You will need your 16-digit control number included on your notice or proxy card to access the virtual Annual Meeting.

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 virtual 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 to our Investor Relations website, www.brooklinebancorp.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 8, 2024.

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 majority 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 89,645,722 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.

What constitutes a quorum?

The presence, in person or by proxy, of holders of a majority of all of the shares of common 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”) (which in this matter also apply to Nasdaq-listed companies), 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 on broker non-votes on vote counting.

What is the voting requirement to approve each proposal?

For Proposal 1, a nominee for director in an uncontested election must receive a majority of the votes cast as to such nominee in order to be elected as director. Any incumbent director who does not receive the required vote for reelection will promptly offer to resign from the Company's Board of Directors. Within 90 days after the date of certification of the election results, the Board of Directors will determine whether to accept or reject such director’s offer to resign.

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/BRKL2024 and entering the 16-digit control number on your proxy card. Please refer to "Attendance at the Meeting", above, for more information on how to access the Annual Meeting.

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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 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 7, 2024. 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 7, 2024. 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. If any other matters not described in the Proxy Statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the

proxyholders.

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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 Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116;

•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.

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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.brooklinebancorp.com. Additional information regarding the Company and its subsidiaries, Bank Rhode Island, Brookline Bank, and PCSB Bank (the "Banks") may be found at the following websites: www.bankri.com, www.brooklinebank.com and www.pcsb.com.

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PROPOSAL 1: ELECTION OF DIRECTORS

All of the Company’s directors are independent under the current listing standards of the Nasdaq Stock Market LLC ("Nasdaq"), except for Mr. Perrault, who currently serves as Chief Executive Officer of the Company and Chairman of the Board of Directors. Three directors will be elected at the Annual Meeting to serve for a three-year term 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 the proxy.

Board Composition

Our Board is currently comprised of 11 members who are divided into three "classes," with each serving a three-year term. Three of our current directors, Charles H. Peck, John J. Doyle, Jr., and Joseph J. Slotnik are retiring from the Board and are not standing for election. Following the 2024 Annual Meeting, the size of the Board will be reduced to eight members.


Director	Age	Position	Tenure	Term Expires
Joanne B. Chang	54	Director	6	2025
John J. Doyle, Jr.	90	Director	18	2024
Margaret Boles Fitzgerald	68	Director	11	2026
Willard I. Hill, Jr.	68	Director	1	2024
Thomas J. Hollister	69	Director, Lead Director elect	15	2024
Bogdan Nowak	60	Director	12	2026
Charles H. Peck	83	Director	29	2024
John M. Pereira	67	Director	9	2025
Paul A. Perrault	72	Chairman and Chief Executive Officer	15	2024
Merrill W. Sherman	75	Director	12	2026
Joseph J. Slotnik	87	Lead Director	54	2024

Board Nominations

The Board has nominated Willard I. Hill, Jr., Thomas J. Hollister, and Paul A. Perrault 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 nominees and continuing directors. The biographical description below for each nominee includes specific experience, qualifications, attributes and skills that led to the conclusion by the Company’s Nominating and Governance Committee and the Board of Directors that such person should serve as a director of the Company. On an annual basis, the Nominating and Governance Committee evaluates the specific skills and experience that each director standing for election provides to the Company. The Nominating and Governance 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 Nominating and Governance Committee also considers the banking industry specific skills and experience each director brings to the Board. The biographical description below for each director who is not standing for election includes the specific experience, qualifications, attributes and skills that the Company’s Nominating and Governance Committee and the Board of Directors would expect to

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PROPOSAL 1: ELECTION OF DIRECTORS

consider if it were making a conclusion currently as to whether such person should serve as a director. The Company’s Nominating and Governance Committee and the Board of Directors did not currently evaluate whether these directors should serve as directors, as the terms for which they have been previously elected continue beyond the Annual Meeting.

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 Brookline Bank. Mr. Perrault also serves as a director of Bank Rhode Island and PCSB Bank.

Nominees for Director

Willard I. Hill, Jr.

Director Since: 2023

Mr. Hill joined the Board in January 2023 following the Company’s acquisition of PCSB Financial Corporation and PCSB Bank, where he had served as a director since 2017. Mr. Hill is a retired attorney and business executive. Prior to his retirement in 2013, Mr. Hill served as Managing Director, Chief Marketing and Communications Officer and Head of Government Relations for MBIA Inc., a major financial guarantee insurance company. Mr. Hill previously served on MBIA’s executive management team as global Chief Compliance Officer, and separately as Head of Investor Relations. Before joining MBIA, Mr. Hill served as president of the government deferred compensation business at ING US Financial Services (now Voya Financial) and he held 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 in 1991. He earned a Juris Doctor from Howard University School of Law in 1979 and a B.A. from Fisk University in 1976. He is a member of the bar in several states, including New York. Mr. Hill serves on the Board of Directors on the Council for Economic Education and the Highland Green Foundation and is a former Vice Chairman of the Board of Directors of Feeding Westchester. Mr. Hill serves on the Company's Audit Committee.

Mr. Hill provides the Company with valuable perspective on the Company's activities due to his prior experience as a director of another public company financial institution as well as his professional experience as an attorney and in a large financial insurance and wealth management company.

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PROPOSAL 1: ELECTION OF DIRECTORS

Thomas J. Hollister

Director Since: 2009

Mr. Hollister most recently served as the Chief Financial Officer and Vice President of Finance of Harvard University, a position he held from May 2015 until his retirement in June 2023. Earlier in his career, Mr. Hollister was a Vice Chairman of Citizens Financial Group, the U.S. arm of the Royal Bank of Scotland, and an Executive Vice President at Bank of Boston. Mr. Hollister also served as Chief Operating Officer and Chief Financial Officer at Global Partners LP, an energy midstream logistics and marketing company.

Mr. Hollister currently serves on the board of Andover Companies (Head of Audit Committee, member of the Investment Committee), and serves as the Chair of the Investment Committee at the Controlled Risk Insurance Company Ltd., the risk insurer of the Harvard affiliated hospital network. Mr. Hollister is a Trustee Emeritus of Wheaton College and Honorary Life Director of The Greater Boston Chamber of Commerce. Mr. Hollister is the former Board Chair of Tufts Medical Center, The Greater Boston Chamber of Commerce, Wheaton College, Charter One Bank, Citizens Bank of Massachusetts, Citizens Capital Corporation, The Initiative for a New Economy, and the Massachusetts Community Banking Council. Mr. Hollister previously served on the boards of Harvard Management Company, Global Partners LP, Macomber Construction Company, the Massachusetts Bankers Association, Rhode Island Hospital Trust Company, The Massachusetts Housing Investment Corporation, and Savings Bank Life Insurance of Massachusetts.

Mr. Hollister serves as the Chair of the Company's Audit Committee and serves on the Company's Risk and Executive Committees.

Mr. Hollister provides the Board with valuable perspective on the Company's activities as a result of his experience as the Chief Operating Officer and Chief Financial Officer of a Fortune 500 company, the former Vice Chair of a large financial institution, and his leadership roles on the boards of several other organizations.

Paul A. Perrault

Director Since: 2009

Mr. Perrault currently serves as Chief Executive Officer of the Company, a position he has held since 2009. Mr. Perrault also serves as Chairman of Board of Directors for Brookline Bancorp, Inc. and Brookline Bank. From 2011 - 2016, Mr. Perrault also served as the Chief Executive Officer of Brookline Bank. Mr. Perrault serves as a member of the Board of Directors of Bank Rhode Island and PCSB Bank. Prior to his tenure with the Company, 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 a larger commercial bank.

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

TO THE BOARD OF DIRECTORS LISTED ABOVE

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PROPOSAL 1: ELECTION OF DIRECTORS

Term to Expire in 2025

Joanne B. Chang

Director Since: 2018

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 avid athlete, having run the Boston Marathon 15 years in a row. She is also 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 five 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. Ms. Chang serves on the Company's Audit, Compensation, and Nominating and Governance Committees.

We believe that Ms. Chang’s experience as an entrepreneur, her business acumen running several small businesses and her extensive knowledge of the greater Boston market provides a unique perspective to the opportunities and challenges the Company encounters.

John M. Pereira

Director Since: 2015

Mr. Pereira is the owner of Combined Properties, Inc. where he also serves as President. Mr. Pereira acquired the firm in 1996 and prior to that held multiple positions with the firm since 1987. Prior to joining Combined Properties, Mr. Pereira was a partner at the law firm of Sherin and Lodgen in Boston. Mr. Pereira is an active member of the community who is active with Triangle, Inc., and Mystic Valley Elder Services, where he serves as a member of the development committee. Mr. Pereira is a registered real estate broker and is a member of the Greater Boston Real Estate Board, Massachusetts Bar Association, National Association of Office and Industrial Properties, Real Estate Finance Association, Chelsea Boys and Girls Club Breakfast Club, and the Chelsea, Malden, Medford, and North Shore Chambers of Commerce. Mr. Pereira earned his Juris Doctorate degree from Boston College Law School and his Bachelor of Science degree from the University of Massachusetts, Dartmouth. 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. Mr. Pereira serves on the Company’s Credit and Risk Committees.

We believe Mr. Pereira’s extensive experience as business owner, member of the commercial real estate community, and partner in a law firm provide him with valuable skills and experience to share with the Board in its management of the Company’s business.

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PROPOSAL 1: ELECTION OF DIRECTORS

Terms to Expire 2026

Margaret Boles Fitzgerald

Director Since: 2013

Ms. Boles Fitzgerald is a communications consultant and freelance writer and editor. Ms. Boles Fitzgerald currently serves as Chair Emerita, director, and Chair of the Audit Committee for the Board of The Henry Luce Foundation. Ms. Boles Fitzgerald served as Chair of the Henry Luce Foundation from 2002-2022. The Henry Luce Foundation is a nonprofit organization that supports a variety of initiatives nationally and internationally with an AUM of over $1 billion that annually makes grants in excess of $44 million. The Henry Luce Foundation’s grantmaking spans mission platforms of leadership development, higher education, academic and professional fellowships, and international relations with programs in Asia, American Art, Democracy and Ethics, Religion and Theology, Native American scholarship, and the promotion of women in STEM in higher education via the Clare Boothe Luce Program for Women in STEM. Previously, Ms. Boles Fitzgerald served as the Director of Corporate and Foundation Relations at Boston Health Care for the Homeless Program (“BHCHP”) and Director of Alumni Communications and Stewardship at Emmanuel College. Earlier in her career, Ms. Boles Fitzgerald served for 30 years in a variety of capacities at Hill Holliday Advertising ultimately serving as Executive Vice President and Director of Corporate Community Relations for 24 years. In her capacity as Director of Corporate Community Relations, Ms. Boles Fitzgerald oversaw a budget of $18 million annually in pro bono marketing campaigns for local, regional, and national non-profits. Ms. Boles Fitzgerald is active in Boston area nonprofits and continues to work in consulting and volunteer roles with organizations including the Salvation Army of Massachusetts Bay (State Advisory Board), Harvard Art Museums (Chair, American Art Collections Committee), The Latham Centers, Cape Cod (advisor to Capital Campaign), the Roy T. Morgan Foundation (Trustee), the Board of Advisors of WBUR (Boston’s NPR new station), and the Philanthropic Advisory Council of BHCHP. Ms. Boles Fitzgerald previously served on the board of Associated Grant Makers (Chair 1995 to 1999). Ms. Boles Fitzgerald is a graduate of Bucknell University. Ms. Boles Fitzgerald serves as Chair of the Company's Risk Committee and on the Company's Audit Committee.

Ms. Boles Fitzgerald’s extensive work with community service agencies, her oversight of private foundation financials, her leadership roles in non-profit management (governance, program, administration, audit, and financial), and executive experience in private foundations (local and national) provide her with valuable skills to share with the Board in its management of the Company’s business.

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PROPOSAL 1: ELECTION OF DIRECTORS

Bogdan Nowak

Director Since: 2012

Mr. Nowak is a successful businessman owning and operating 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. At Rhode Island Novelty, Mr. Nowak implemented a carbon neutral shipping program whereby carbon offsets are purchased to account for the carbon footprint associated with outbound shipping. In addition, Mr. Nowak is the President and Owner of Alternate Power & Energy, a developer, owner and operator of solar farms throughout Massachusetts. Alternate Power & Energy generates over 20 million kilowatt hours of energy annually throughout the Commonwealth of Massachusetts. Mr. Nowak has acquired numerous companies that he has integrated into Rhode Island Novelty or run independently. Mr. Nowak serves on the Board of Directors and as Chair of the Finance Committee for the Dunes Club in Narragansett, R.I. Mr. Nowak previously served on the Board of Directors for the United Way of Rhode Island. Mr. Nowak serves as Chair of the Compensation and Nominating and Governance Committees and serves on the Audit Committee.

Mr. Nowak’s experience as an accomplished entrepreneur, with merger and acquisition transactions, integrating teams, his understanding of business operations and finances, knowledge of corporate governance matters, and understanding of environmental matters qualify him to serve on the Board of Directors.

Merrill W. Sherman

Director Since: 2012

Ms. Sherman joined the Board in January 2012 following the Company’s acquisition of Bancorp Rhode Island, Inc. and Bank Rhode Island. Ms. Sherman served as President and Chief Executive Officer of Bancorp Rhode Island, Inc. and Bank Rhode Island from 1996 until 2012. Previously, Ms. Sherman served as President and Chief Executive Officer of two other New England community banks. Ms. Sherman is active in the Rhode Island community; she serves as a director of the Rhode Island Public Television Foundation and as a trustee of Johnson and Wales University. Ms. Sherman served a director of Blue Cross/Blue Shield of Rhode Island for nine years until February 2022 when term limits required she step down. Ms. Sherman supports and has served on the boards of a number of Rhode Island non profit and civic entities. Ms. Sherman serves on the Company’s Executive and Risk Committees.

Ms. Sherman’s years of service as the chief executive officer of several banks provide her with experience in banking and operations matters which, combined with her familiarity with the Rhode Island community, provides value to the Board in its management of the Company’s business.

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ROLE OF THE BOARD; CORPORATE GOVERNANCE MATTERS

A critical function of the Board is to oversee the Company’s executive management in the competent and ethical operation of the Company on a day-to-day basis, and to

SEC Form DEF 14A filed by Brookline Bancorp Inc.