SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:



¨	Preliminary Proxy Statement

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

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

Boston Private Financial Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

~~X No fee required.~~

¨ ~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11~~

Ten Post Office Square

Boston, Massachusetts 02109

Sincerely,

/s/ CLAYTON G. DEUTSCH

Clayton G. Deutsch

Chief Executive Officer and President

Boston, Massachusetts

Dated: March ~~13, 2015~~21, 2017

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

Ten Post Office Square

Boston, Massachusetts 02109

NOTICE OF ~~2015~~2017 ANNUAL MEETING OF SHAREHOLDERS

Ten Post Office Square,
2^nd Floor

Boston, Massachusetts 02109

Your vote is very important. Please complete, date, sign and return the accompanying proxy card or vote electronically via the Internet or by telephone. The enclosed return envelope requires no additional postage if mailed in the United States. For specific instructions on how to vote your shares, please refer to the section entitled “Voting Options.”

By Order of the Board of Directors,

MARGARET W. CHAMBERS

Dated: March ~~13, 2015~~21, 2017

Important Notice Regarding the Availability of Proxy Materials for the 2015 Annual Meeting of Shareholders to be held on Wednesday, April 15, 2015. The Company’s Annual Report on Form 10-K for the period ending December 31, 2014 and the 2015 Proxy Statement are available at ~~www.edocumentview.com/bpfh. These documents are also available free of charge by calling the Company’s toll-free number (888) 666-1363 or by contacting the Company’s investor relations department by email at~~ ~~investor-relations@bostonprivate.com~~.

~~2015~~2017 ANNUAL MEETING OF SHAREHOLDERS

Record Date. The record date for the Meeting is March ~~4, 2015~~9, 2017 (the “Record Date”). At the close of business on the Record Date, there were ~~83,120,436~~84,134,005 shares of the Company’s common stock entitled to be voted at the Meeting, and there were ~~1,070~~ 1,003

shareholders of record. There are no other outstanding shares that are eligible to vote.

Voting Your Proxy. Only shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting. Each outstanding share of common stock is entitled to one vote on each matter before the Meeting.

Vote Required. A quorum of the common stock must be present at the Meeting for any business to be conducted. The presence, in person or by proxy, of the holders of at least a majority of the votes entitled to be cast on a matter for each voting group constitutes a quorum. Abstentions ~~will be counted for purposes of determining whether a quorum is present. Broker~~and broker non-votes will ~~not~~ be counted for purposes of determining whether a quorum is present. If a quorum is not present, the Meeting will be adjourned until a quorum is obtained.

~~Director~~Because the number of director nominees is not greater than the number of directors that shareholders will be asked to elect, each director nominee must receive the affirmative vote of a ~~plurality~~majority of the votes cast as to such nominee by shareholders in order to be elected. ~~A proxy vote that withholds authority to vote for a particular nominee or nominees~~Abstentions and broker non-votes will have no effect on the outcome of the election of the nominees.

The approval of the advisory, non-binding resolution on executive compensation requires the affirmative vote of a majority of the votes cast at the Meeting. Abstentions and broker non-votes will have no effect on the outcome of the ~~votes~~vote for this proposal.

The non-binding resolution to select the frequency of future shareholder advisory votes to approve the compensation of the Company’s named executive officers will involve your consideration of three choices: every year, every two years, or every three years. You also have the choice to abstain from voting on this item. The choice that receives the highest number of votes, even if it receives less than a majority of the votes cast, will be deemed the choice of the shareholders. Abstentions and broker non-votes will have no effect on the vote for this proposal.

The ratification of the selection of the Company’s independent registered ~~independent~~ public accounting firm requires the affirmative vote of a majority of the votes cast at the Meeting. Abstentions and broker non-votes will have no effect on the vote for this proposal.

We are first sending this Proxy Statement and the accompanying materials to shareholders on or about March ~~13, 2015.~~21, 2017.

Mail. The accompanying proxy card, if properly completed, signed, dated and returned in the enclosed envelope, will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.

Telephone or Internet. If you hold your shares of common stock directly and not in street name, you may vote by telephone or Internet by following the instructions included on your proxy card. If you vote by telephone or Internet, you do not have to mail in your proxy card. Telephone and Internet voting are available 24 hours a day. ~~Votes submitted by~~For participants in the Company’s 401K and ESPP Plans, Internet and telephone orvoting are available through April 24, 2017 at 11:59 p.m. Eastern time. For all other holders, Internet ~~must be received by 2:00 a.m.,~~and telephone voting are available through April 26, 2017 at 11:59 p.m. Eastern ~~time, on April 15, 2015.~~time.

Voting in Person at the Meeting. If you are a registered shareholder as of the Record Date and attend the Meeting, you may deliver your completed proxy card in person. Additionally, we will have ballots available for those registered shareholders as of the Record Date who wish to vote in person at the Meeting.

As of the date of this Proxy Statement, the Board of Directors is not aware of any other matters to be considered at the Meeting. If any other matters properly come before the Meeting, the proxies will be voted at the discretion of the ~~proxy holders.~~Proxy Holders.

All shareholders of record are being sent a copy of the Company’s ~~2014~~2016 Annual Report to Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014,~~2016, which contains audited financial statements of the Company for the fiscal years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012,~~2014, as filed with the Securities and Exchange Commission (“SEC”) on ~~March 2, 2015.~~February 28, 2017. These reports, however, are not part of the proxy soliciting material.

A copy of the Company’s Annual Report on Form 10-K filed with the SEC, including all exhibits, may be obtained free of charge by writing to Boston Private Financial Holdings, Inc., Ten Post Office Square, Boston, Massachusetts 02109, Attention: Corporate Secretary, or by accessing the Company’s website at www.bostonprivate.com ~~and~~, selecting the “Investor Relations” link ~~“Documents/SEC~~at the bottom of the page, and then selecting “SEC filings” under ~~the~~ “~~Investor Relations~~“Documents.” ~~tab.~~

ELECTION OF DIRECTORS

The Company’s Restated Articles of Organization, as amended to date, provide that beginning at the 2013 Annual Meeting of Shareholders (“2013 Meeting”), directors shall be elected annually for terms of one year, except that any director in office at the 2013 Meeting whose three-year term expires at the annual meeting of shareholders to be held in calendar year 2014 and 2015 shall continue to hold office until the end of the three-year term for which such director was elected and until such director’s successor shall have been elected and qualified. At the annual meeting of shareholders to be held in 2015 and at each annual meeting of shareholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of shareholders and until such directors’ successors shall have been elected and qualified.

Director Nominee Qualifications

This section provides information as of the date of this Proxy Statement about each nominee for ~~election or~~ re-election at the Meeting. It is expected that each ~~member of the Board, including nominees,~~nominee, if elected, will also be appointed to the board of directors of Boston Private Bank & Trust Company (the “Bank”), a wholly-owned subsidiary of the Company. Each nominee is currently a member of the board of directors of the Bank. For more information see “Corporate Governance.”

Mr. Deutsch is Chief Executive Officer and President of the Company, which he joined in August ~~2010.~~2010, and is also the Chief Executive Officer of the Bank. Mr. Deutsch is a member of the Company’s Leadership Team and has over 30 years of experience in the financial services industry. He began his career in banking in the 1970s at Society Corporation, the predecessor to Key Corp. Prior to joining the Company, he was a director at McKinsey & Company, which he joined in 1980, and served as Global Leader of that firm’s Merger Management Practice. During his time at McKinsey, he developed deep experience working with many leading financial institutions, with a particular focus in the private banking, wealth advisory, and wealth management sectors, as he helped establish and build McKinsey’s Financial Services practice globally. As a senior leader at McKinsey, Mr. Deutsch managed the Midwest complex of McKinsey offices including Chicago, Pittsburgh, Minneapolis, Cleveland and Detroit, and founded and led the Great Lakes Financial Services practice. Throughout his career with McKinsey, he consulted with financial services providers and other businesses on global strategy development, performance improvement, ~~M&A~~mergers and acquisitions strategy and corporate governance, among other areas. Mr. Deutsch also served as Chairman of McKinsey’s Principal Review Committee, a member of the Director Review Committee, a long-time member of the Shareholders Council (McKinsey’s board of directors) and Chair of the Professional Standards Committee. Mr. Deutsch serves as a member of the board of directors of each of the Company’s operating subsidiaries. In addition to Mr. Deutsch’s management expertise, he brings to our Board extensive knowledge of financial services strategies. His skills at directing corporate strategy provide our Board with a valuable resource as the Company expands its strategic direction. Mr. Deutsch’s extensive experience in the financial services industry and deep strategic expertise make him an excellent nominee for the Board.

Mr. Furlong was elected to the Board in September 2016. Mr. Furlong retired as President and Chief Executive Officer of BMO Harris Bank, N.A. in 2015, a role he assumed upon the close of the acquisition of Marshall & Ilsley Corporation by BMO Financial Group in 2011. He joined Marshall & Ilsley Corporation in 2001 as Chief Financial Officer, was elected President in 2004, Chief Executive Officer in 2007, and Chairman in 2010. Prior to joining Marshall & Ilsley, he was Chief Financial Officer of Old Kent Financial Corp.; First Vice President, Corporate Development for H. F. Ahmanson & Company; a partner for Deloitte; and a manager for KPMG LLP. Mr. Furlong also is a member of the boards of directors of Kforce Inc. and Antares

Capital. Mr. Furlong is the immediate past-Chair of Chicago United, the largest Chicago-based organization focused solely on businesses, addressing diversity in boards of directors, management, and supplier relationships. He is a board member of One Hope United, a social services organization focused on families; Chicago Board of Education; Chicago Teachers’ Pension Fund; Northwestern Memorial Hospital Finance Committee; the Northwestern Memorial Foundation; and World Business Chicago. He is the founding and immediate past-Chair of LEAP Innovations. During his tenure in Milwaukee he was involved in numerous civic activities, including the roles of Chair of both Junior Achievement of Wisconsin and Schools That Can Milwaukee, and a member of the boards of directors of United Way of Greater Milwaukee, Wisconsin Manufacturers and Commerce, Froedtert Health, and the United Performing Arts Fund. Due to his considerable expertise, including his experience as President and Chief Executive Officer of BMO Harris Bank, N.A., the Company believes Mr. Furlong brings unique insight to the Board concerning capital allocation strategies and banking issues, in addition to his overall management, auditing and financial expertise.

Mr. Guyaux was elected to the Board in September 2016. He retired in 2016 from PNC Financial Services Group, Inc., where he worked for 44 years and served as President from 2002 to 2012. In this role, Mr. Guyaux was head of Retail Banking, responsible for leading all of PNC Bank’s (a subsidiary of PNC Financial Services Group) consumer businesses, including consumer and business banking, wealth management and brokerage. Mr. Guyaux held several other senior leadership positions at PNC Financial Services Group, including Chief Risk Officer from 2012 to 2015. Most recently, Mr. Guyaux served as President and CEO of PNC Mortgage, a division of PNC Bank, from 2015 to 2016. Mr. Guyaux is Chairman of the Boards of DQE Holdings, LLC, Duquesne Light Company and Highmark Health, Inc. He also is a lead director of Highmark Inc. He serves as a Life Trustee for Carnegie Museums of Pittsburgh and as an Emeritus director for the Civic Light Opera and Duquesne University. The Company believes that Mr. Guyaux’s extensive experience in the financial services industry makes him an excellent nominee for the Board of Directors.

Deborah F. Kuenstner

Ms. Kuenstner is the Chief Investment Officer of Wellesley College. Before joining Wellesley College in February of 2009, Ms. Kuenstner was Chief Investment Officer and Vice President of Investment Management at Brandeis University from 2007 to January 2009. Prior to working at Brandeis, Ms. Kuenstner was Managing Director of Research for Fidelity Management & Research Company, the investment management organization of Fidelity Investments. Ms. Kuenstner was the Chief Investment Officer, Global Value, at Putnam Investments from 2000 to 2004. Her other roles at Putnam included Chief Investment Officer, International Value, and Senior Portfolio Manager, International Equities. Prior to that, she worked at DuPont Pension Fund Investment in Wilmington, Delaware as a Senior Portfolio Manager, International Equities. Ms. Kuenstner has also been a Vice President, International Investment Strategist, at Merrill Lynch, in addition to an Economist at the Federal Reserve Bank of New York. Ms. Kuenstner was actively involved in the Board of Pensions of the Presbyterian Church USA from 1996-2004 as Investment Committee Chair, ~~Director,~~director, and most recently, ~~Co-opted Director.~~co-opted director. Ms. Kuenstner brings to the Board valuable

experience and knowledge about the financial services industry generally and, in particular, the investment management arena. Along with this experience, her economic and risk management expertise make her an excellent nominee for the Board.

Ms. Larson ~~was elected to Board in January 2015. She currently serves~~has served as the President of Bentley University since July 2007 and is the first woman to hold this position. Ms. Larson formerly served as the Co-Chair of the Government Strategies Group at the law firm of Foley Hoag LLP, and from 1996 until 2007 managed a practice that covered a broad array of federal, state and local regulatory and business development issues. Widely influential in economic policy, Ms. Larson was Secretary of Economic Affairs for ~~the~~The Commonwealth of Massachusetts from 1993 to 1996 and was responsible for developing and promoting economic growth policies and fostering employment opportunities. She served as ~~the~~The Commonwealth of Massachusetts Secretary of Consumer Affairs and Business Regulation from 1991 to 1993, where she was responsible for regulatory oversight of banking, insurance and energy, as well as consumer protection. Prior to her state service, she oversaw business and regulatory issues at the federal level as a senior official with the Federal Trade Commission (FTC), where she served as Deputy Director of Consumer Protection from 1990 to 1991 and as Attorney Advisor to Commissioner Patricia P. Bailey from 1981 to 1988. Ms. Larson has been honored and recognized by many groups for her contributions to state economic development policy and her commitment to civic engagement. Ms. Larson ~~currently serves~~previously served as a member of the Council of Economic Advisors, as well as the Massachusetts Clean Energy Center and the Commonwealth’s Successful Women, Successful Families Task Force. Ms. Larson has served as a member of the Liberal Education and America’s Promise (LEAP) Presidents’ Trust and is a former member of the Executive Committee of the American College and University Presidents Climate ~~Commitment and a member of the Liberal Education and America’s Promise (LEAP) Presidents’ Trust.~~Commitment. She served for more than a decade as Chairman of the Massachusetts Convention Center Authority (MCCA), and was the first woman to serve as Chairman of the Greater Boston Chamber of Commerce, where she continues to serve on the Chamber’s Executive Committee. Ms. Larson presently holds the post of President of the Massachusetts Conference for Women. In addition, she is a board or advisory council member of several prominent professional, charitable and civic organizations. ~~In addition to serving on the Company’s Board of Directors,~~ Ms. Larson currently serves as a ~~Director~~director of Unum Group, chairing Unum’s Regulatory Compliance Committee. She previously served as a director on the boards of

KeySpan Energy and RSA Security, as well as a member of the board of Blue Cross Blue Shield of MA. Ms. Larson’s deep ties in the ~~Boston~~Massachusetts community, as well as her expertise in public company matters, and in the regulatory oversight of banking and the financial ~~sector experience, will be of~~services industry bring great value to the Board of Director’s oversight and guidance of the Company as it continues to focus on its strategic goal of becoming a premier ~~national~~private banking and wealth management ~~and private banking~~ company. We believe that Ms. Larson’s expertise in the regulatory oversight of banking and the financial services industry, and her experience managing regulatory and business development issues qualify her as an excellent nominee for the Board.

Mr. Morton is a seasoned bank executive with over 35 years of banking and financial services experience. He has extensive experience leading organizational turnarounds, acquisition integrations, business growth and corporate governance activities. Mr. Morton was a director of Fortress International Group, Inc. from January 2007, and served as Chairman from December 2008 to January 2012, when he resigned from the board. Mr. Morton served as an advisor to Fortress International Group, Inc.’s board through the first quarter of 2012. He has been a ~~Director of the Company since August 2008,~~director of Barry-Wehmiller Companies, Inc. since July 2007, and Dynamac International Inc., from the late 1980s until it was sold in early 2010. Mr. Morton served as a director of Broadwing Corporation from April 2006 to January 2007. He served as President of Premier Banking for Bank of America Corp. from August 2004 to September 2005. From 1997 to 2001, Mr. Morton served as President of the Mid-Atlantic Region, Bank of America. He was President of the Private Client Group of NationsBank from 1996 to 1997. From 1994 to 1996, he served as Chairman, Chief Executive Officer and President of The Boatmen’s National Bank of St. Louis, and as Chief Executive Officer of Farm and Home Financial Corporation from 1992 to 1993. In 1990 and 1991, Mr. Morton served as Perpetual Financial Corporation’s Chairman, Chief Executive Officer and President. He served in the U.S. Navy as a lieutenant aboard the nuclear submarine U.S.S. George Washington Carver. He serves as ~~Chairman of the Maryland Stadium Authority, as~~ Commissioner of the Maryland State Lottery and Gaming Control Commission, Director, U.S. Naval Institute, and director of the U.S. Naval Academy Foundation Athletic and Scholarship Programs. We believe Mr. Morton is a valuable nominee for the Board in light of his experience as the chairman, chief executive officer and president of several banking institutions, coupled with his service on a number of public company boards. He brings to the Board operational expertise, a deep background in the financial services industry, and a comprehensive understanding of the Company’s business, all of which make him particularly qualified and an excellent nominee to serve on the Board.

Mr. Nolan ~~currentlyserves~~has served as President and CEO of Hugh Johnson Advisors, LLC, a registered investment advisor located in Albany, New ~~York.~~York, since October 2008. Mr. Nolan is also a principal in NPV Capital LLC, a private equity and real estate investment firm that he formed in July 2007. Prior to holding these positions, he was a partner in Ayco Company, L.P., a ~~wholly owned~~wholly-owned subsidiary of Goldman Sachs. During his ~~twenty-eight year~~28-year career at Ayco, from August 1978 through April 2007, ~~at Ayco,~~ Mr. Nolan provided tax, investment and financial planning advice to Ayco’s highest net worth clients. He served as a Regional Vice President of two of Ayco’s regional offices and held a variety of management positions, serving on both the Senior Management Committee and

the Strategic Planning Committee. Mr. Nolan founded and led the firm’s Special Investment Group, creating venture capital, private equity and hedge fund opportunities for the firm’s clients. In July 2003, Ayco was sold to The Goldman Sachs Group and Mr. Nolan led the effort to integrate Ayco into Goldman’s Private Wealth Management practice. He previously served on the board of Capital Bank & Trust, a community bank headquartered in Albany, New York. Mr. Nolan ishas been a trustee of Albany Law School ~~as well as~~since May 2011 and a trustee of The College of St. ~~Rose.~~Rose since May 1989. Mr. Nolan ishas been a member of the board of directors of Combate Americas, LLC since January 2017, a member of the board of directors of NSC de Puerto Rico, Inc. ~~and~~since June 1998, a member of the Center for Disability Services Endowment since May 2013, and a member of the College Affairs Committee of the Albany Medical Center ~~Board~~board of ~~Directors.~~directors since August 2012. Mr. Nolan’s proven business acumen, as demonstrated by his success in founding and leading several companies, is a valuable resource as the Company continues to build on its current strategy. He has significant leadership, operational and investment management and financial expertise. Further, Mr. Nolan offers the Board a unique and valuable perspective into a number of important areas, including strategic planning and wealth management. ~~We believe that Mr. Nolan’s extensive experience make him~~

Kimberly S. Stevenson

Ms. Stevenson is an ~~excellent nominee for~~independent director and joined the Company’s Board of ~~Directors.~~Directors in 2015. From September 2009 to February 2017, Ms. Stevenson was an executive officer and corporate vice president of Intel Corporation. Her most recent position was chief operating officer for Intel’s Client and Internet of Things Businesses and Systems Architecture (CISA) Group. The CISA organization is responsible for aligning technology, engineering, product design and business direction to extend Intel’s strategy and speed execution across the client device and IoT segments - all core to growth in the smart and connected computing era. In this role, Ms. Stevenson was responsible for CISA’s operational excellence, strategic planning process and related cross-company coordination. She also served on Intel’s management committee. Prior to the COO role, Ms. Stevenson served as Intel’s chief information officer (CIO) from 2012 until August 2016. Previously, Ms. Stevenson held the position of vice president and general manager of Intel’s Global IT Operations and Services. Prior to joining Intel, Ms. Stevenson spent seven years at the former EDS, now HP enterprise services, holding a variety of positions including vice president of its Worldwide Communications, Media and Entertainment (CM&E) Industry Practice, as well as the vice president of Enterprise Service Management, where she oversaw the global development and delivery of enterprise services. Before

~~Brian G. Shapiro~~

~~Mr. Shapiro is a CPA and serves as the Managing Partner of The Shapiro Group, a Los Angeles based boutique CPA firm that he founded. The firm specializes~~joining EDS, Ms. Stevenson spent 18 years at IBM, from February 1983 to September 2002, in strategic planning for taxes, investments and business decisions of high net worth individuals, pass-thru entities and corporations. Prior to forming The Shapiro Group in 1983, Mr. Shapiro served as Tax Manager for Arthur Young & Company, where he was designated a national firm specialist for securities transactions and investment planning. Mr. Shapiro is active in community and philanthropic organizations in the Los Angeles community and organizations connected with the University of Wisconsin-Madison. He is a pastseveral executive positions, including vice president of ~~the University of Wisconsin Alumni Club of Los Angeles, an emeritus member~~Marketing and Operations of the ~~Dean’s Advisory Board~~eServer iSeries division. She previously served on the board of ~~The Wisconsin School~~directors of ~~Business~~Cloudera until 2017 and a member of the University of Wisconsin Bascom Hill Society. He is also an active member of the Water Buffalo Club, a Los Angeles charity support group, and the Big Ten Club of Southern California. Mr. Shapiro served as the Chairman of the Board of First Private Bank & Trust from April 2008 until its merger into Boston Private Bank & Trust Company in 2011. He currently chairs the Company’s and the Bank’s Risk Management Committee. Mr. Shapiro’s expertise in finance, investment management and accounting make him a vital asset in the continued growth of the Bank and the Company. His previous tenure as a director ~~at Boston Private Bank & Trust Company provides~~on the Board of Directors additional insight into the Bank’s operations and business. We believe Mr. Shapiro’s extensive experience and financial expertise make him an excellent nominee for the Board of Directors.

~~Mark D. Thompson~~

~~Mr. Thompson is the chief executive officer and president of Boston Private Bank & Trust Company and is also a member of the Bank’s~~ board of ~~directors. He has been a member of~~Riverbed Technology until 2015. With the ~~Company’s Leadership Team since September 2010. In his role as CEO of~~financial services industry increasingly reliant on technology, Ms. Stevenson’s deep operational and technology experience serve to enhance the ~~Bank, Mr. Thompson is responsible for the~~Board’s overall performance of Boston Private Bank & Trust Company. He joined Boston Private Bank & Trust Company in 1994 and served as Executive Vice President and Treasurer from 1994-2001, President from 2001-2003 and Chief Executive Officer from 2003 to the present. Prior to joining the Bank, Mr. Thompson was an Executive Vice President and founding officer of Wainwright Bank & Trust Company and was Vice President - Private Banking at Boston Safe Deposit & Trust Company. Mr. Thompson’s extensive experience in banking and as leader of Boston Private Bank & Trust Company makes him an excellent nominee for the Board.makeup.

Mr. Waters is Chairman of the ~~Board~~Boards of the Company and the Bank, and is Managing Partner of Compass Partners Advisors LLP and its advisory and investment ~~subsidiaries, which he~~subsidiaries. He founded Compass Partners in 1996. ~~Prior to this,~~Previously, Mr. Waters spent over ~~twenty~~20 years advising corporate and financial entities both in the U.S. and internationally. Mr. Waters served from 1992 to 1996 as Co-Chief Executive Officer of Morgan Stanley, Europe, and was a member of Morgan Stanley’s worldwide 12-person Operating Committee. Mr. Waters joined Morgan Stanley as a Managing Director in the Mergers and Acquisitions Department in June 1988 and was Co-Director of that department from January 1990 to early 1992. Mr. Waters was Co-Director of the Mergers and Acquisition Department at Shearson Lehman Brothers from 1985 to 1988. He serves on the ~~Board~~board of ~~Directors~~directors of Valero Energy Corporation where he sits on the audit ~~and compensation committees.~~committee. Mr. Waters brings over 3540 years of specific and relevant financial services experience to the Board, along with a deep understanding and practical knowledge of the investment management business. ~~Mr. Waters’~~His background as a chief executive officer and director, as well as his extensive experience in investment management, economics, and mergers and acquisitions, ~~makes~~make him an excellent nominee for the Board.

Ms. Wells ~~became a member of the Company’s Board of Directors in July 2014. She~~ is currently Board Director, President and CEO of Mindflash Technologies, Inc., a private, Palo Alto, California company providing ~~the~~a market-leading cloud-based platform for employee and customer training. Prior to joining Mindflash in 2010, Ms. Wells had a nearly ~~20 year~~20-year career in the financial services industry, including experience leading transitions from offline to online business models within Fortune 1000 companies and successfully disrupting established players with small, start-up teams as a serial entrepreneur. Ms. Wells began her career at American Express in 1989 as a member of the Corporate Strategic Planning group and later held positions of increasing responsibility

in that company’s Consumer and Corporate Card businesses. ~~She later~~From 1997 to 2000, she helped establish a new, strategic product development function for Charles Schwab’s retail business and ultimately held responsibility for product development and marketing to customer segments representing 70% of all Schwab client households. This early experience with the power and scale afforded by online financial service delivery drove Ms. Wells to leadership roles with three of the most innovative companies in this ~~space:~~space from 2000 through 2009: MyCFO Wealth Management (sold to Harris Bank), Intuit and Mint.com (sold to Intuit). Ms. ~~Wells’s~~Wells’ teams’ work has won multiple Webby’s (the “Oscars of the Internet”) and recognition as a Tech Pioneer by the World Economic Forum in Davos. She has been named a Top 25 Women in Tech to Watch by Accenture and a Marketing Executive of the Year Finalist by the Wall Street Journal. ~~Ms. Wells is~~Her company, Mindflash, was named a ~~native Californian and returned to live~~Top 50 Small Workplace in the ~~Bay Area~~US by Fortune magazine in ~~1995, following 14 years on the East Coast and in Asia.~~2016. The Company believes that Ms. Wells’ extensive experience in the financial services industry and her expertise ~~surrounding~~in online ~~financial service~~marketing and business models delivery ~~qualifies~~qualify her ~~as an excellent nominee~~for re-election to ~~serve on~~ the Board of Directors.

Ms. Zlatkus serves as a director on the boards of Computer Sciences Corp. (CSC), which she joined in August 2016, and Indivior PLC, which she joined in September 2016. She has served on the Pennsylvania State University Business School Board since September 2003 and has served on the Connecticut Science Center Trustee Board since December 2010. Ms. Zlatkus held many senior leadership positions during her tenure at The Hartford Financial Services Group from 1983 to 2011. These included her role as Chief Financial Officer and Chief Risk Officer of the company, as well as Co-President of Hartford Life Insurance Companies. Ms. Zlatkus has been recognized for her professional achievements and contributions to the community. Hillary Clinton recognized her work supporting the disability community in 1999, and she has participated as a member of The President’s Committee on Employment of People with Disabilities. Ms. Zlatkus was named one of the top 100 women executives by Business Insurance magazine, named to the Women Worth Watching List by the Profiles in Diversity Journal, and was named as the Community Leader of the Year by the Cystic Fibrosis Foundation’s Connecticut Chapter. Ms. Zlatkus served as Regulatory Chair for the North American Chief Risk Officers Council. She was a member on the Hewlett Packard Financial Services Board of Advisors, the LOMA board of directors, and a Trustee of the Connecticut Women’s Hall of Fame. Ms. Zlatkus was selected as an Alumni Fellow of The Pennsylvania State University in 2003 and served as the commencement speaker for the business school in 2013. Ms. Zlatkus’s extensive experience in the financial services arena, where she has deep expertise in risk and finance, regulation, governance, and operations, brings unique insight to the Board.



Board and Other Governance Information
Majority Voting for Directors	Yes
Annual Election of All Directors	Yes
Diverse Board (as to Gender, Composition, Skills, Experience, etc.)*	Yes
Annual Board and Committee Self-Evaluation	Yes
Separate Chairman and CEO	Yes
Independent Directors Meet Without Management at Each Regularly Scheduled Board Meeting	Yes
Annual Independent Director Evaluation of CEO	Yes
Code of Business Conduct and Ethics for Directors	Yes
Board Level Risk Management Committee	Yes
Size of Board*	911
Number of Independent Directors*	710
Average Director Age*	62
Average Director Tenure (in Years)*	~~4.5~~3.9
Annual Equity Grant to Directors	Yes
Disclosure Committee for Financial Reporting	Yes
*Based on nominated Board

Corporate Governance Guidelines

The Board of Directors has a particular focus on corporate governance, developing the strategic direction of the Company, and seeking to ensure the success of the Company’s business through the appointment and retention of qualified executive management. The Board has documented its commitment to serve the best interests of the Company and its shareholders in its Corporate Governance Guidelines which, among other things, describe our corporate governance practices and address issues such as director qualification standards, director responsibilities, board composition and structure, performance evaluation and succession planning.

Board Leadership Structure

In accordance with the Company’s by-laws, the Board of Directors elects the Chairman of the Board and appoints the President, who also serves as Chief Executive Officer (“CEO”). The Board of Directors has adopted a policy that provides for the separation of the roles of Chairman and ~~Chief Executive Officer.~~CEO.

~~establishing and~~

The Compensation, Governance and Executive Committee conducts a periodic review of the role and responsibilities of the non-executive Chairman and this review is then presented to the full Board of Directors.

The Board of Directors plays an important role in the risk oversight of the Company and is involved in risk oversight through direct decision-making authority with respect to significant matters, including the development of limits and specific risk tolerances, and the oversight of management by the Board of Directors and its committees. The Board of Directors and its committees also are each directly responsible for considering risks and the oversight of risks relating to decisions that each committee is responsible for making. In light of the Company’s overall business and market, the extensive regulatory schemes under which the Company and all of its affiliates operate, and the complexities of the Company’s operations as a whole, the Board has established a Risk Management Committee ~~which~~that is tasked with specific responsibility for direct oversight of all of the risks inherent in the Company’s business, along with management of the enterprise-wide risk management program. The Risk Management Committee consults with each of the other committees of the Board of Directors for an analysis of their areas of risk, as well as with management and outside experts, and provides regular, detailed reporting and recommendations on risk-related actions to the full Board. The Risk Management Committee also monitors the risk management function and ~~conducts~~reviews risk assessments for all of the Company’s subsidiaries, participates directly in the risk management committee meetings of ~~Boston Private~~the Bank, ~~& Trust Company,~~ which is the Company’s largest subsidiary, adopts and directs the implementation of risk management policies that relate to both the Company and its subsidiaries, and analyzes reporting regarding the same.

Risk Review and Analysis

The Company’s Chief Risk Officer and Chief Human Resources Officer monitor and, on a biennial basis, or more frequently as material changes occur, discuss, evaluate and review the Company’s compensation ~~programs annually~~programs. A detailed review was performed in 2016 with the majority of plans categorized as ~~part of the Company’s management~~low risk. The next formal risk review ~~process.~~will be conducted in 2018. The findings of ~~this review~~these reviews are presented to the Compensation, Governance and Executive Committee ~~annually~~ for further evaluation and discussion with particular focus on the following key areas: (1) the compensation plans of the persons identified as named executive officers (“NEOs”) in this Proxy Statement to ensure that such plans do not encourage the NEOs to take unnecessary or excessive risks that threaten the value of the Company; (2) employee compensation plans in light of the risks posed to the Company by such plans and how to limit these risks; and (3) employee compensation plans to ensure these plans do not encourage the manipulation of reported earnings to enhance compensation. NEO ~~Compensation Plans~~compensation plans are described in detail in “Compensation Discussion and Analysis.”

Committees of the Board and Related Matters

The Board of Directors currently has four standing Committees: the Audit and Finance Committee; Compensation, Governance and Executive Committee; Risk Management Committee; and Wealth Management/Trust and Investment Committee. Each committee was comprised solely of members of the Board of Directors who have been determined to meet the definition of “independent” in accordance with the NASDAQ ~~Rules.~~listing standards. All of the committees have adopted charters that provide a statement of the respective committee’s roles and responsibilities. Current charters for the Audit and Finance Committee and the Compensation, Governance and Executive Committee ~~are available in the Investor Relations/Corporate Governance section of~~can be viewed online by accessing the Company’s website at www.bostonprivate.com., selecting the “Investor Relations” link at the bottom of the page, and then selecting “Corporate Governance” under “Corporate Information.”

The following table sets forth membership on the committees and the number of meetings held during ~~2014.~~2016.

Name
Audit
and
Finance
Compensation, Governance and Executive
Risk
Management
Wealth Management/Trust and Investment Committee
Herbert S. Alexander Ÿ Ÿ
Lynn Thompson Hoffman (1) Ÿ Ÿ Chair (7)
Deborah F. Kuenstner (2) Ÿ Ÿ Ÿ
John Morton III (3) Chair (7) Ÿ Ÿ
Daniel P. Nolan (4) Ÿ Ÿ
Brian G. Shapiro (5) Ÿ Chair (7)
Stephen M. Waters Chair (7)
Donna C. Wells (6) Ÿ Ÿ
Number of Committee Meetings Held in 2014 13 13 9 9



Name	Audit and Finance	Compensation, Governance and Executive	Risk Management	Wealth Management/Trust and Investment Committee
Mark F. Furlong (1), (2), (3)	Ÿ			Ÿ
Joseph C. Guyaux (1), (4)		Ÿ	Ÿ
Deborah F. Kuenstner (1), (2), (5)	Ÿ	Chair (8)		Ÿ
Gloria C. Larson (1)		Ÿ	Ÿ
John Morton III (1), (2)	Chair (8)		Ÿ
Daniel P. Nolan (1), (2), (6)	Ÿ	Ÿ		Chair (8)
Kimberly S. Stevenson (1)			Chair (8)	Ÿ
Stephen M. Waters (1), (2)		Ÿ		Ÿ
Donna C. Wells (1)			Ÿ	Ÿ
Lizabeth H. Zlatkus (1), (2), (7)	Ÿ	Ÿ		Ÿ
Number of Committee Meetings Held in 2016	9	9	8	4


(1)	~~Lynn Thompson Hoffman left~~Our Board of Directors has determined that this member meets the ~~Compensation, Governance and Executive Committee as~~definition of ~~April 2014 and joined the Audit and Finance Committee as of April 2014.~~an “independent” director under NASDAQ listing standards.


(2)	~~Deborah F. Kuenstner left~~Our Board of Directors has determined that this member meets the ~~Risk Management Committee as~~definition of ~~April 2014.~~an “audit committee financial expert” under SEC regulations.


(3)	~~John Morton III left~~ Mark F. Furlong joined the Board of Directors, the Audit and Finance Committee and the Wealth Management/Trust and Investment Committeeas of ~~April 2014.~~September 2016.


(4)	~~Daniel P. Nolan~~Joseph C. Guyaux joined the Board of Directors, the Compensation, Governance, and Executive Committee and the Risk Management Committee as of September 2016.


(5)	Deborah F. Kuenstner left the Wealth Management/Trust and Investment Committeeas of April 2016.


(6)	Daniel P. Nolan left the Compensation, Governance, and Executive Committee as of April 2016 and joined the Audit and Finance Committee as of April 2016.


(7)	Lizabeth H. Zlatkus left the Wealth Management/Trust and Investment Committee as of April ~~2014.~~2016 and joined the Compensation, Governance, and Executive Committee as of April 2016.


~~(5)~~	~~Brian G. Shapiro joined the Board of Directors, the Audit and Finance Committee, and the Risk Management Committee as of April 2014.~~


~~(6)~~	~~Donna C. Wells joined the Board of Directors, the Risk Management Committee, and the Wealth Management/Trust and Investment Committee as of July 2014.~~


~~(7)~~(8)	Indicates Chair as of December 31, ~~2014.~~2016.

Attendance at Board and Committee Meetings, Annual Meeting

The Board of Directors held ~~eleven~~eight meetings of the full Board during ~~2014.~~2016. Each incumbent ~~Director~~director who was a ~~Director~~director in ~~2014~~2016 attended at least 75% of the aggregate number of meetings of the full Board of Directors and relevant ~~committees.~~committees held during the time such person was a director. The Company does not have a policy of requiring ~~Directors~~directors to attend the annual meeting of shareholders. The Company does, however, typically schedule a meeting of its Board of Directors the day before or close to the annual meeting of shareholders to facilitate each ~~Director’s~~director’s attendance at the annual meeting of shareholders. OfEight of the ~~eight members then on the Board, seven~~Company’s directors attended the ~~Company’s 2014~~2016 annual meeting.

Executive Sessions without Management

To promote open discussion among the non-management ~~Directors,~~directors, the Board of Directors schedules regular executive sessions in which the non-management ~~Directors~~directors meet without management’s participation. Such sessions are scheduled to occur at every regularly scheduled Board and committee meeting. The Chairman of the Board is the presiding ~~Director~~director at such executive sessions.

Audit and Finance Committee

The majority of members of the Audit and Finance Committee ~~is an~~are “audit committee financial ~~expert”~~experts” as defined in SEC regulations and all members are ~~independent~~“independent” as defined under the NASDAQ ~~Rules.~~listing standards. Pursuant to the Audit and Finance Committee’s charter, the Audit and Finance Committee assists the Board in its oversight of (1) the process of reporting the Company’s financial statements; (2) the system of internal controls as it relates to financial reporting; (3) the audit process;

(4) the Company’s process for monitoring compliance with laws and regulations and code of conduct; (5) the review and approval of the Company’s declaration of dividends; and (6) the qualifications, independence and performance of the Company’s independent registered public accounting firm in accordance with SEC regulations. The Audit and Finance Committee is solely responsible for retaining the Company’s independent registered public accounting firm. The Audit and Finance Committee also conducts analysis and makes recommendations to the Board and management regarding the Company’s financial planning, capital structure, capital raising, proposed acquisitions, mergers and divestitures, overall strategic planning, and financial performance, where relevant.

Risk Management Committee

The Risk Management Committee’s responsibilities are described above under “Risk Oversight.”

Wealth Management/Trust and Investment Committee

The Wealth Management/Trust and Investment Committee provides strategic direction and oversight on behalf of both the Board of Directors and the board of directors of the Bank regarding the Company’s wealth management businesses, both in the registered investment advisory affiliates and in the Bank’s Trust division. The Committee assists the boards in analyzing the optimal means of enhancing the Company’s performance and expanding its acquisition and retention of private clients through these businesses. The Committee also assists the Bank in fulfilling its fiduciary responsibilities relating to the operation of trusts and the administration of fiduciary accounts. The Committee offers oversight and guidance to management relating to capital allocations and with respect to leveraging synergies within the wealth management business.

Compensation, Governance and Executive Committee

The Compensation, Governance and Executive Committee makes recommendations to the Board of Directors, where necessary, on certain matters including, but not limited to, changes to compensation plans and the adoption of new plans, changes to the CEO’s compensation and changes to Board compensation programs of the Company. In addition, the Committee serves as the Executive Committee of the Bank’s board of directors. The Compensation, Governance and Executive Committee has been delegated the authority by the Board of Directors to approve compensation matters for all executive officers. Compensation decisions relating to the CEO are also reviewed and approved by the Board. For additional information on the Compensation, Governance and Executive Committee’s process for the consideration and determination of the executive officer and director compensation, please see “Compensation Discussion and Analysis.”

The Compensation, Governance and Executive Committee periodically reviews the arrangements for the overall governance of the Company by the Board of Directors and its committees and, among other things, assists the Board of Directors by evaluating the performance of the Board and its committees, identifies individuals qualified to become members of the Board, recommends the slate of candidates to be nominated for election to the Board of Directors and on the boards at the Company’s subsidiaries where such membership is not otherwise mandated by contract, recommends the members and the chairs of the committees of the Board, adopts and implements governance practices and policies applicable to both the Company and its subsidiaries, and reviews and assesses the charters of all of the committees of the Board.

Consideration of Director Nominees

The Compensation, Governance and Executive Committee is responsible for identifying, assessing and recommending the slate of candidates to be nominated for election to the Board of Directors. The Compensation, Governance and Executive Committee uses a variety of methods for identifying and evaluating nominees for ~~Director,~~director, and assesses the mix of skills and the

performance of the Board as a whole on an annual basis. In the course of establishing the slate of nominees for ~~Director~~director each year, the Compensation, Governance and Executive Committee will consider whether any vacancies on the Board are expected due to retirement or otherwise, the skills represented by retiring and continuing ~~Directors,~~directors, and additional skills highlighted during the annual Board self-assessment process that could improve the overall quality and ability of the Board to carry out its function. In the event that vacancies are anticipated or arise, the Compensation, Governance and Executive Committee considers various potential candidates for ~~Director.~~director. Candidates may come to the attention of the Compensation, Governance and Executive Committee through the business and other networks of the existing members of the Board or from management. The Compensation, Governance and Executive Committee may also solicit recommendations for ~~Director~~director nominees from independent search firms or any other source it deems appropriate, and has most recently sourced non-incumbent candidates through the retention of such independent search firms and through the boards of its affiliates. When an incumbent ~~Director~~director is up for re-election, the Compensation, Governance and Executive Committee reviews the performance, skills and characteristics of such incumbent ~~Director~~director before making a determination to recommend that the full Board nominate him or her for re-election.

The Compensation, Governance and Executive Committee requires all nominees and candidates to possess the highest personal and professional ethics, integrity and values; to be committed to representing the long-term interests of our shareholders; to be able to devote the appropriate amount of time to be consistently informed about the Company’s business and strategy, with a balanced perspective, strong business and financial acumen; and the ability to approach all decision making with a high level of confidence and independence. In addition to reviewing a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board of Directors and the evolving needs of the Company.

Following the ~~2014~~2016 annual meeting, the Board of Directors sought to recruit additional Board members whose qualifications aligned with the Company’s long-term strategy. The Company engaged a third-party search firm to vet and recommend director candidates in exchange for a fee. After considering a number of candidates submitted by ~~directors,~~Directors, management and ~~a third-party~~the search firm, the Board ~~recommended that Ms. Wells~~elected Messrs. Mark F. Furlong and ~~Ms. Larson be elected~~Joseph C. Guyaux to the Board on September 28, 2016. Both have extensive banking experience and, as a result, bring excellent insights and perspectives to our Board.

Pursuant to guidelines established by the Board, ~~the CEO~~no more than two members of the ~~Company~~Board may be executive members, and all others must meet the definition of “independent” under the NASDAQ listing standards. The CEO will always be a member of the ~~Board,~~Board. Currently, the CEO ofis the ~~Bank may serve as a~~only member of the Board ~~and all other members of the Board must be “independent” under the NASDAQ Rules.~~who is not “independent.” On an annual basis, the Compensation, Governance and Executive Committee reviews the “independent” status of each member of the Board to determine whether any relationship is inconsistent with a determination that the ~~Director~~director was independent. The most recent review was undertaken in January ~~2015~~2017 and, as a result, the Board, after review and recommendation by the Compensation, Governance and Executive Committee, determined that each of the Company’s non-executive directors (Mses. Kuenstner, Larson, Stevenson, Wells and ~~Wells, Mrs. Hoffman~~Zlatkus, and Messrs. ~~Alexander,~~Furlong, Guyaux, Morton, Nolan ~~Shapiro~~ and Waters) meets the qualifications for independence in accordance with the NASDAQ ~~Rules.~~listing standards.

Directors of the Company are nominated in accordance with the Company’s by-laws, which provide that ~~Directors~~directors may be nominated (1) by a majority of the Board of Directors, or (2) by any holder of record of any shares of the capital stock of the Company entitled to vote at the annual meeting of shareholders. While the Compensation, Governance and Executive Committee does not have a formal policy regarding the consideration of any ~~Director~~director candidates recommended by shareholders, candidates recommended by a shareholder are evaluated on the same basis as candidates recommended from other sources. A shareholder wishing to nominate a ~~Director~~director separately from the slate of ~~Directors~~directors nominated by the Company for the ~~2016~~2018 annual meeting should follow the procedures described in this Proxy Statement under the heading “Submission of Shareholder Proposals for ~~2016~~2018 Annual Meeting.” Any shareholder who seeks to make such a nomination for the ~~2016~~2018 annual meeting must be present in person at such annual meeting.

In light of the Board’s commitment to the highest quality corporate governance and the changing environment facing the financial services industry, the Compensation, Governance and Executive Committee, at the request of the Board, analyzed opportunities to improve the effectiveness and efficiency of the Board structure. Based on this review and subsequent recommendation to the Board, the board of Boston Private Bank & Trust Company was consolidated with the Company’s Board of Directors in 2014. In addition, the Board of Directors has adopted formal Corporate Governance Guidelines.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics which applies to all of the Company’s and its subsidiaries’ employees, officers, and directors. In addition, the Company maintains procedures for the confidential, anonymous submission of any complaints or concerns about the Company, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access the Code of Business Conduct and Ethics ~~in the Investor Relations/Corporate Information/Corporate Governance section of~~by accessing the Company’s website at www.bostonprivate.com., selecting the “Investor Relations” link at the bottom of the page, and then selecting “Corporate Governance” under “Corporate Information.”

Shareholders’ Communications with the Board of Directors

Shareholders wishing to communicate with the Company’s Board of Directors should address their communications to the Company’s investor relations department by email at investor-relations@bostonprivate.com, by ~~phone~~telephone at 888-666-1363 or by mail sent to the Company’s main address at Ten Post Office Square, Boston, Massachusetts 02109, Attention: Investor Relations. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of the Board or certain specified individual ~~Directors.~~directors. All communications will be reviewed by the Company’s investor relations department, which will determine whether the communication will be relayed to the Board or the ~~Director.~~director. Except for resumes, sales and marketing communications or notices regarding seminars or conferences, summaries of all shareholder communications will be provided to the Board.

Jacqueline S. Shoback. Ms. Shoback joined the Company in February 2015 as Executive Vice President, Chief Client Development Officer, and she also serves in these capacities for the Bank. She is an accomplished and seasoned executive with deep financial services and multi-channel retail experience, having run businesses and managed profit and loss statements ranging from $50 million to over $1 billion in revenue. Prior to Boston Private, ~~Bank & Trust Company’s Executive~~Ms. Shoback spent four years as the Senior Vice President, Head of Individual and Retail Marketing, at TIAA-CREF, a wealth management and financial services provider, managing over $600 billion of assets for nearly four million individuals across the US. While with TIAA-CREF, Ms. Shoback built its consumer marketing capability, harnessing digital technology, customer data and analytics to drive targeted client acquisition, development and retention with significant, high impact results on the overall business. She came to TIAA-CREF from Fidelity Investments, where she was Senior Vice President, Head of High Net Worth and Mass Affluent Customer Segments for the retail division. During her seven years there, she held various senior leadership positions in Distribution, Marketing and Operations including Head of Distribution National Sales and Service. Prior to that, Ms. Shoback was with Staples for 10 years where she held a number of strategic executive marketing, operational and general management roles both in the United States and internationally. She was a key senior executive in leading the launch of Staples.com in the United States and growing it to over $250 million in revenue in less than 2 years. She received the Boston Business Journal’s 40 Under 40 Award in 2005, is a member of the Wellesley College Alumnae Business Leadership ~~Team~~Council, serves on the Board of Directors of Harvard Student Agencies (The Harvard Shop), and ~~Policy Group, as well~~is on the ~~Company’s Leadership Team.~~Board and Investment Committee for the Brookline Library Foundation.

Performance shares are not included as executive officers have no beneficial interest in such shares until established performance criteria are met. Please see “Compensation Discussion and Analysis.”

The following table lists certain persons known by the Company to own beneficially more than five percent of the Company’s outstanding shares of common stock as of ~~March 4, 2015.~~December 31, 2016.

Name and Business Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership

Percentage of
Outstanding
Stock
BlackRock, Inc., 40 East 52nd Street, New York, NY 10022 7,111,032(1) 8.60%
FMR, LLC, 245 Summer Street, Boston, MA 02210 6,824,786(2) 8.24%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 5,392,003(3) 6.51%



Name and Business Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Stock
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055	9,685,267 (1)	11.70%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355	7,144,643 (2)	8.59%
FMR LLC, 245 Summer Street, Boston, MA 02210	6,141,028 (3)	7.387%
Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, Texas, 78746	5,389,750 (4)	6.48%


(1)	~~Based~~This information is based solely on a ~~report~~Schedule 13G filed with the ~~Securities~~SEC on January 12, 2017 by BlackRock, Inc., in which it reported sole voting power of 9,392,433 shares and ~~Exchange Commission as~~sole dispositive power of ~~January 22, 2015, and reflecting a December 31, 2014 position.~~9,685,267 shares.

(2)

~~Based~~This information is based solely on a ~~report~~Schedule 13G filed with the ~~Securities~~SEC on February 10, 2017 by The Vanguard Group, in which it reported sole voting power of 98,746 shares, shared voting power of 20,895 shares, sole dispositive power of 7,029,536 shares and ~~Exchange Commission as~~shared dispositive power of ~~February 13, 2015, and reflecting a December 31, 2014 position.~~115,107 shares.


(3)	~~Based~~This information is based solely on a ~~report~~Schedule 13G filed with the ~~Securities~~SEC on February 14, 2017 by FMR LLC, in which it reported sole voting power of 3,738,497 shares and ~~Exchange Commission~~sole dispositive power of 6,141,028 shares.

(4)

This information is based solely on a Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP, in which it reported sole voting power of 5,085,385 shares and sole dispositive power of 5,389,750 shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of ~~February 11, 2015,~~Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and ~~reflecting a December 31, 2014 position.~~may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in this table are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) describes both the Company’s executive compensation program, including ~~2014~~2016 total compensation for the Company’s ~~Named Executive Officers~~named executive officers (“NEOs”), and ~~describes~~ how the Compensation, Governance and Executive Committee of the Company’s Board of Directors (the “Committee”) determined ~~2014~~2016 compensation for the Company’s NEOs, listed ~~below:~~below.

~~Executives~~Named executive officers reported in ~~last year's~~this year’s CD~~&A:~~&A (titles as of December 31, 2016):

Clayton G. Deutsch - Chief Executive Officer and President

David J. Kaye - Executive Vice President, ~~Treasurer and~~ Chief Financial and Administrative Officer

~~Mark D. Thompson,~~Corey A. Griffin - Chief Executive Officer – Wealth Management and Trust Segment; and Executive Vice President

George G. Schwartz - President, Boston Private Bank & Trust ~~Company~~Company; Chief Executive Officer – Private Banking Segment

~~New Named Executive Officers:~~

~~Corey A. Griffin,~~Margaret W. Chambers - Executive Vice President, General Counsel and ~~Director of~~ Corporate ~~Development and Wealth Management Strategy~~

~~Peter J. Raimondi, President and Chief Executive Officer - Boston Private Wealth LLC~~

~~On May 1, 2014 Mr. Griffin joined the Company having spent six and a half months (September 16, 2013 through April 30, 2014) in a consulting capacity with the Company.~~

~~On October 2, 2014, Mr. Raimondi joined the Company in connection with the acquisition of Banyan Partners LLC (“Banyan”), a firm he founded in 2006.~~Secretary

All compensation actions taken in ~~2014~~2016 and recommended for ~~2015~~2017 reflect the Company’s commitment to shareholder-aligned governance and compensation arrangements. The executive compensation program and related actions are intended to reward sustained, long-term performance and returns for shareholders consistent with the Company’s overall risk profile and disciplined growth strategy.

~~What the Company’s Executive Compensation Program Promotes~~

~~Pay for performance.~~ A significant percentage (73% for the CEO and President, and 63% for other NEOs) of annual target direct compensation (base salary plus short-term incentives (“STI”) plus long-term incentives (“LTI”)) is variable, performance-based pay connected directly to the performance of the Company. As Mr. Raimondi’s compensation is currently governed by an employment agreement entered into in connection with the acquisition of Banyan, his compensation is tied more specifically to performance of Boston Private Wealth LLC (“BPW”) for the short term, rather than to the performance of the Company as a whole. A description of Mr. Raimondi’s employment arrangements, including the applicable Management Bonus Plan that was established as part of the Asset Purchase Agreement (“APA”) at the time of the acquisition of Banyan, is included in “~~Analysis of 2014 Compensation Actions and 2015 Recommended Actions~~.”

~~Mix of Performance-Based, Variable Pay Versus Fixed Pay~~



		~~Variable Compensation~~				~~Fixed Compensation~~

~~Conservative base salaries, limited executive benefits.~~ The Company has kept executive base salaries flat for several years, continuing its philosophy that the majority of executive compensation should be driven by performance outcomes and de-emphasizing fixed base salaries. Aside from an annual flexible executive benefits account ranging in value by NEO from $20,000 to $65,000 and legacy long-term care and long-term disability benefits provided to Mr. Thompson, the Company does not currently offer other executive benefits.

~~A balanced performance orientation and “stretch goals.”~~ With the exception of Mr. Raimondi (as noted above), the Company uses a “balanced scorecard” for short-term incentives to align its executive performance with the Company’s strategic and operational priorities to position the Company for growth and sustained profitability. The Company weights compensation toward rewards that are contingent upon achieving the Company’s most important performance objectives, with priority focus on Return on Average Common Equity (“ROACE”) and GAAP Net Income as the primary metrics for the scorecard. Prior to 2014, there was a Company performance scorecard and a separate scorecard for the Company’s largest affiliate, Boston Private Bank & Trust Company (the “Bank”). In 2014 the Company moved to a consolidated performance scorecard for both its Company and Bank executives to align further its executives with the Company’s consolidated strategy and business plan.

Consistent with 2013, in 2014, 50% of the scorecard was directly tied to ROACE and Net Income, the Company’s primary metrics. The remaining 50% of the scorecard was tied to secondary metrics including revenue growth, AUM net flows, capital adequacy and balance sheet growth. The balanced scorecard metrics are determined on an annual basis and include targets with a considerable degree of stretch in order to position the

Company as a top quartile performer against its peer group (identified below) and the broader banking industry. For example, in 2014 the Company was slightly under its ROACE scorecard target, yet ranked well above the median on ROACE performance when compared to its peer group. The secondary metrics were revised slightly in 2014 to reflect the ongoing strategic priorities of the Company, with the main change being the replacement of efficiency ratio with pre-tax, pre-provision earnings growth. In addition, several strategic priorities are considered in the final determination of the annual bonus pool and used as modifiers on the total earned pool based on the primary and secondary metrics.

~~Equity-based incentives.~~ The Company promotes the use of equity-based incentives, with 60% of long-term incentive value granted each year delivered in performance-vesting restricted stock, (“performance shares”), tied to three-year target goals that are intended to position the Company in the top quartile against its peer group, and 40% delivered in time-based restricted stock. The Company continues to exclude stock options from its equity mix for NEOs, and in 2013, the Company replaced stock options with performance shares for all of its employees receiving equity awards to strengthen further the long-term performance orientation of its programs. In addition, as described in the “~~Analysis of 2014 Compensation Actions~~”section, the Company made one-time performance-oriented, retention awards to Mr. Deutsch and Mr. Thompson, further increasing their equity stakes in the Company and strengthening management continuity through retention of these executives over the next three to five year period in the Company’s growth cycle. Finally, beginning with the hiring of Mr. Griffin in May of 2014, the Company expanded the use of its Purchased Matched Restricted Shares program for select executives to encourage executives to make a significant investment in the Company’s stock, using their own capital.

~~Caps/maximum incentive earn~~-~~outs on annual incentives and performance share awards.~~ The Company limits the total amount of incentives that can be earned each year by its executives. This limitation (along with the balanced scorecard framework noted above) ensures that executives are rewarded within the Company’s risk/reward profile to take appropriate, but not excessive, risk. The following chart illustrates the short-term incentive and long-term incentive actual performance payouts (percent of target awards) relative to the maximum payouts that could be earned based on limits defined in the executive compensation program. Mr. Raimondi is paid pursuant to his Employment Agreement, as noted above.

~~Strong pay for performance correlation and market competitive pay.~~ The Company delivers market-competitive total compensation in line with industry and peer group performance in order to attract and retain top executive talent. The Company uses an independent, third-party consultant to conduct periodic market total compensation reviews against its peer group to ensure appropriate competitive pay and a strong pay/performance correlation relative to the Company’s peer group and reports back the pay/performance correlation to the Committee on an annual basis.


ü	~~Meaningful equity ownership guidelines.~~ ~~The Company promotes executive stock ownership through ownership guidelines and in 2014 increased its ownership guidelines, previously ranging from one to five times~~

base salaries, to two to six times base salaries effective January 1, 2015. With the exception of Mr. Griffin who joined the Company in May of 2014, all executives have attained their guidelines. Although Mr. Raimondi is the only executive who does not have a formal ownership guideline, he currently owns .94% of the Company’s common stock as a result of the Banyan acquisition and his related compensation arrangement entered into October 2, 2014. Mr. Deutsch currently owns over 1% of the Company’s common stock and Mr. Thompson owns .58% of the Company’s common stock.

~~Reasonable severance policy.~~ In July of 2014 the Committee approved a severance policy for its executives with an officer designation of Executive Vice President that provides for severance benefits in the event that an executive’s position is eliminated, or the executive is terminated “not for cause.” The severance policy provides for a benefit of one times base salary, plus “target bonus,” plus accelerated vesting of all unvested stock awards on a pro-rata basis (pro-ration on accelerated shares is determined using the time period from grant date to the date of separation), plus reasonable outplacement costs. Severance benefits are provided in exchange for a general release and two-year non-solicitation (of clients and employees) provisions.


ü	~~Clawbacks on incentive compensation in the event of a material restatement.~~ ~~Incentive awards are subject to clawback in the event of a material financial restatement.~~


ü	~~Double-trigger equity in the event of a change-in-control.~~ ~~All current equity grant award agreements provide for double-trigger (i.e., change-in-control event~~ ~~and~~ ~~termination of employment) vesting in the event of a change-in-control in which equity grants are not assumed, substituted or continued.~~


ü	~~Tax deductibility of incentive compensation.~~ ~~The Company considers the tax deductibility of its incentive compensation awards through 162(m) performance-based provisions.~~

~~What the Company’s Executive Compensation Program Does~~ ~~Not~~ ~~Promote~~


û	~~Guaranteed minimum bonuses.~~ If the Company does not achieve any of the performance scorecard threshold levels, which are on average set at 70% of the respective performance target, bonuses of the executive team can be reduced to zero. The Company does not offer minimum bonus guarantees to existing or new executives.

~~Change~~-~~in-control agreements.~~ Beginning in 2010, with the hiring of its current CEO and President, the Company ceased offering specific change-in-control agreements to its executives. For Mr. Deutsch, reasonable severance protection is included in his employment agreement related to certain separation events which are described in the “~~Employment Agreements and Executive Severance and Change-In-Control~~” section. On March 29, 2011, the Company eliminated Mr. Thompson’s change-in-control agreement when his employment agreement became effective and replaced prior change-in-control benefits with reasonable severance protection if Mr. Thompson were to lose his job in certain “not for cause” or “for good reason” termination situations. Any remaining change-in-control agreements all have double-trigger benefit provisions. Mr. Kaye is the only current NEO with a legacy change-in-control agreement in addition to the standard provisions in the equity award agreements.


û	~~Executive perquisites.~~ With the exception of executive flexible benefit accounts described above, and the legacy, grandfathered Long Term Care and Disability Plans at the Bank, the Company does not offer executive perquisites (such as country club memberships, company-owned cars, use of private planes, supplemental retirement plans, etc.) to any of its current NEOs.


û	~~Tax gross-ups.~~ ~~The Company does not provide tax gross-ups to its executives.~~


û	~~Dividends on unvested equity awards.~~ ~~Beginning with the shares granted in 2013, the Company does not pay dividends on any unvested equity award until the shares are earned and vested.~~


û	~~Stock option repricings or exchanges of underwater stock options.~~ The Company has a sizable number of underwater stock options that have not been repriced or exchanged. The Company’s equity incentive plan does not permit the repricing or exchange of underwater stock options without shareholder approval.


û	~~Insider trading and employee hedging.~~ ~~Company policy prohibits hedging by any of its executives and Board members.~~

~~Say on Pay and Compensation Program Changes for 2014 and 2015~~

The Company’s shareholders approved the “say on pay” resolution in 2014 with 95% of the votes cast in favor of the resolution, up from 91% in 2013. The Company believes these votes affirm shareholder support of its approach to executive compensation and, as a result, the Compensation, Governance and Executive Committee made minimal changes to the executive compensation program in 2014 and 2015. The Company also believes that its executive compensation program is appropriately structured with a strong performance orientation, balanced risk-reward profile and is well aligned with shareholder interests.

~~2014~~2016 Operational and Financial Highlights

The Company ~~continued~~made great progress in 2016 with respect to ~~produce strong profitability metrics~~executing against its “One Boston Private” strategy for delivering integrated Wealth, Trust and ~~deliver solid returns for~~Private Banking solutions to its ~~shareholders in 2014, reflected in the following metrics:~~

clients and increasing shareholder value as illustrated below:

GAAP Earnings Per Share ~~(“EPS”) rose from $0.68 in 2013~~increased to ~~$0.79~~$0.81 per share in ~~2014,~~2016 from $0.74 per share in 2015, an increase of ~~16%~~9%.

GAAP Net Income was ~~$68.8~~$71.6 million in ~~2014~~2016 as compared to ~~$70.5~~$64.9 million in ~~2013 due to~~2015, an ~~after tax gain that was realized in 2013 on the sale~~increase of ~~its Pacific Northwest offices.~~10%.

Return on Average Common Equity (“ROACE”) was ~~10.6%~~9.4% in ~~2014 as~~2016 compared to ~~11.7%~~9.0% in ~~2013.~~2015.

Total stock price appreciation in ~~2014~~2016 was ~~6.7%~~45.9%, outperforming the KBW Regional Bank Index (“KRX”) average appreciation of ~~0.4%~~35.7%.

The Company’s cumulative stock price appreciation from August of 2010 (Mr. Deutsch’s arrival) through December ~~2014~~2016 was ~~104%~~150.4%, outperforming ~~both~~ the KRX gain of ~~64% and~~129.9% while the S&P 500 ~~gain of 87%~~gained 103.2% for the same time period.

_____________

Source: FactSet/IPREO

The Company has increased its dividend ~~four~~six times in the past ~~eight quarters,~~five years, from a quarterly dividend of $0.01 per share in 2012, to ~~$0.05, $0.07, $0.08 and most recently $0.09~~$0.11 per share as of January 2017, which was paid in February ~~2015.~~2017.

Total Shareholder Return (“TSR”)~~, stock~~ (stock price appreciation plus ~~dividends,~~dividends), is shown below:

~~The Company exceeded the median TSR of its peer group in 2014.~~

Despite a ~~low interest rate~~challenging environment, the Company continued to demonstrate progress in expense and balance sheet management, and ~~exhibited~~continued to maintain strong capital ~~ratios and fee-based revenue growth.~~ratios. Additional financial highlights ~~include:~~included:

Net Interest Income increased 8% in 2016. This was due to increases in interest income across both loans and investment securities, coupled with lower borrowing costs.

Core Fees and Income ~~increased~~decreased by ~~13%~~3% in ~~2014.~~2016. This was due to revenue declines in the Wealth Management and Trust and Investment Management segments that were partially offset by an improvement in Banking segment fees.

Non-Performing Assets ~~(“NPA”)~~ as a percentage of Total Assets, as of December 31, ~~2014,~~2016, decreased to ~~0.66%~~0.24% from a fourth quarter level of ~~0.71%~~0.36% in ~~2013~~2015 and ~~1.00%~~0.66% in ~~2012.~~2014.

Tier 1 Common Equity ~~remained strong~~increased to 10% in ~~2014 at~~2016, from 9.8%~~, versus 9.9%~~ in ~~2013~~2015 and ~~8.7%~~9.2% in ~~2012.~~2014.

Assets Under Management/Advisory ~~growth of 23% over 2013,~~were flat from 2015, ending ~~2014~~2016 at ~~$29.9~~$27.6 billion.

4%The Company achieved 6% year-over-year average loan growth and 7%5% year-over-year average deposit ~~growth, which met or exceeded goals.~~growth.

In addition, the Company made strategic investments in talent, market expansion and branding for its core businesses and continues to ~~attaining~~make significant progress with respect to strengthening its leadership and talent profile, cost infrastructure, technology and overall market positioning. For example, the Company hired a Chief Technology Officer at the end of 2015, developed a three-year technology strategy and implemented Sales Force, a new client relationship management system, in 2016 to help enhance the overall client experience.

2016 Compensation Program Design Changes

The Company made targeted compensation program changes in 2016. Those changes were made to enhance the performance orientation and alignment of executive compensation programs with shareholders. In particular:

Short-Term Incentive (“STI”) Plan: This Plan was simplified while maintaining a formulaic, scorecard approach with three metrics tied to key financial metrics, continuing to retain an element of discretion to ensure overall outcomes were aligned with actual performance and maintaining Section 162(m) tax deductibility. Company and business area scorecards were considered for funding the executive STI bonus pool and for the allocation of individual payouts in 2016. In 2017, the Company ~~made significant headway against strategic milestones including~~scorecard will be the primary driver for funding all executive bonuses to reinforce the Company’s One Boston Private strategy with business area and individual performance still considered in determining final bonus awards. Target STI goals for full target STI payout continue to align with market 75th percentile relative performance.

Long-Term Incentive (“LTI”) Plan: The LTI consists of both a performance-based share payout and a time-based payout. A new matrix was developed in 2016 for determining executive performance-share payouts based on relative and absolute ROACE performance in 2016. The Committee is maintaining this matrix structure for 2017. Target ROACE for full target LTI payout continues to align with market 75th percentile relative performance.

The Company’s compensation peer group was updated to align better with the Company’s size from a revenue and market capitalization standpoint. The Company is now positioned in the mid-range of the peer group from a relative size standpoint (i.e., assets, market cap and enterprise value). The number of companies in the peer group was expanded to 19.

The Company continues to promote best practice standards with respect to compensation design and governance:

The use of stretch goals in its programs and a pay mix focused on delivering variable, performance-based pay promotes strong pay for performance orientation.

The Company caps the upside leverage (i.e., percentage of target pay opportunity) that can be earned each year by its executives through our incentive programs. This limitation, along with the performance scorecard framework noted above, ensures that executives are rewarded within the Company’s risk/reward profile to take appropriate, but not excessive, risk. The following chart illustrates the STI and actual performance share payouts (percent of target awards) relative to the maximum payouts that could be earned based on limits defined in the executive compensation program.

_____________

(1) Although overall bonus funding for executives/senior leaders of the Company was 86%, the CEO bonus funding was based on the Company scorecard at 72%.

(2) For the 2014 to 2016 performance share tranche, the maximum payout is 180%; beginning with the 2016 to 2018 performance share tranche, the maximum payout increased from 180% to 200%.

The Company continues to promote executive stock ownership through ownership guidelines at the lower of (i) a range of three to six times base salary depending on the NEO position, or (ii) a minimum share guideline ranging from 83,000 shares for Ms. Chambers to 350,000 shares for Mr. Deutsch. All NEOs, with the exception of Mr. Griffin, have attained their guidelines. Mr. Griffin has five years from the start of his employment, May 2014, to achieve the ownership guidelines.

In October 2,2016, the Committee approved a formal severance plan for its executives with an officer designation of Executive Vice President and above that provides for severance benefits in the event that an executive’s position is eliminated, or the executive is terminated “without cause.” The severance plan was put in place to formalize the severance policy that had been in place since 2014 ~~acquisition~~providing for a benefit of ~~Banyan,~~one times base salary, a ~~leading wealth management firm~~pro-rated bonus, accelerated vesting of all unvested time-based stock awards on a pro-rata basis (pro-ration on accelerated shares is determined using the time period from grant date to the date of separation), pro-rata vesting for performance-based shares upon completion of the performance period, and reasonable outplacement costs. Severance benefits are provided in exchange for a general release and non-solicitation of clients and employees.

In addition, the Company continues to maintain the following practices:

Double-trigger change-in-control severance arrangements (for legacy change-in-control agreements). The Company has not offered change-in-control agreements for any NEOs since 2008.

No hedging policy.

Claw-backs for compensation in the event of material financial restatements.

No tax gross-ups on perquisites.

Say on Pay Shareholder Approval Levels for 2015 and 2016

The Company’s shareholders approved the “say on pay” resolution included in the Company’s 2016 Proxy Statement with 92% of the votes cast in favor of the resolution, compared to 98% in 2015. The Company believes these votes strongly affirm shareholder support of its approach to executive compensation.

CEO Pay Versus Performance

History of strong CEO pay and performance alignment

Positive cumulative TSR over ~~$4 billion~~the past three-year period was 44%, with 2016 TSR of 51%.

2016 performance was slightly below expectations, correlating to a below-target payout on the annual cash incentive (72%) and a 71% payout on performance shares covering the 2014 to 2016 period.

Over the three-year period, realizable pay was 5.4% above the target pay opportunity for the CEO as illustrated below:

_____________


(1)	Represents Mr. Deutsch’s cumulative base salary, target cash bonus, and target long-term incentive as of the end of fiscal 2016. Excludes 2014 retention LTI award granted on December 17, 2014.

(2)

Represents Mr. Deutsch’s cumulative base salary, actual cash bonus paid at 72% of target for FY2016, and actual outstanding, unvested equity grants as of the end of fiscal 2016 with all of the equity being valued as of December 31, 2016; 2014-2016 annual performance shares are valued assuming 71% of target number of shares earned and 2015-2017 and 2016-2018 performance shares valued assuming target number of shares will be earned. Excludes 2014 retention LTI award granted on December 17, 2014.

While there is a slight increase in ~~AUM/AUA.~~realizable value of pay, attributable to the increase in the stock price over the calendar year and over the three-year period, the cash portion of the CEO’s three-year pay is down 11% due to below target annual cash bonus payouts, demonstrating the strong alignment of pay to performance within the Company’s compensation programs.

Analysis of 2016 Compensation Actions and 2017 Recommended Actions

Base Salary:

As a result of Mr. Schwartz’s expanded role as CEO of the Private Banking Segment, his base salary increased to $400,000 in July 2016. There were no salary increases for any other NEOs in 2016 or 2017.

Short Term Incentives:

Based on many improvements in the Company’s 2016 financial and operational performance, executive compensation increased from the prior year. For example, in 2016 the CEO’s cash bonus was increased by 29% as compared to 2015 (i.e., 72% of target versus 56% of target last year), and his performance share payout was increased from a 0% payout for the 2013-2015 performance share cycle to a 71% payout for the 2014-2016 performance share cycle. The other NEOs incurred similar increases in cash and equity award payouts given the performance improvements in 2016 as compared to 2015.

The Committee met on January 17, 2017 and approved 2016 maximum bonus funding for NEOs at 200% of target awards, with actual bonus payments and funding subject to the Committee’s negative discretion. Maximum funding was determined based on the Company’s achievement of positive net earnings for the year. After certification of maximum funding available for executive bonuses, the Committee then exercised its negative discretion to reduce the overall bonus pool funding to 86% of target in the aggregate for all executives/senior leaders of the Company to align better the funding of incentives with the performance of the Company, considering three performance scorecards covering the financial results for the consolidated Company, the Wealth Management and Trust Segment, and the Private Banking Segment. The Committee met again on February 8, 2017 and approved bonus payments for executives again using the combination of three scorecards based on an assessment of the contributions of its executives, many of whom serve across multiple areas of the Company. Although in aggregate the combined metrics for the scorecards produced an 86% funding level across the three scorecards, the funding level for the NEOs as a group was in aggregate 78% of target, to ensure appropriate allocation of bonus pool dollars to the non-executive population.

All NEOs were considered to be strong contributors to the Company’s overall One Boston Private strategy and related deliverables. The CEO’s bonus was approved at 72% of his target award to align his pay directly with the financial results of the Company scorecard. The Committee approved bonuses for all other executives in a tight range from 75% to 86% of target. The variable payout within a tight band reinforced a strong team orientation, yet allowed meaningful differentiation of bonuses awarded given individual performance considerations, compensation for specific positions versus industry benchmarks and different financial outcomes for the different businesses. Differences in Mr. Griffin’s and Mr. Schwartz’s bonus awards primarily reflect differences in the financial performance of the Wealth Management and Trust Segment and the Private Banking Segment. The Private Banking Segment continued to demonstrate strong credit quality, expense discipline and financial ratios, but fell short on its deposit and loan growth goals for the year. The Wealth Management and Trust Segment, although demonstrating measurable progress on new client development, gross AUM flows, expense management and the restructuring of its investment platform, was impacted by client attrition rates that were higher than expected in the first half of the year, despite trending improvements in the latter half of the year. Mr. Kaye’s and Ms. Chambers’ respective bonuses reflect their contributions across multiple areas of the Company, including the successful sale of select West Coast offices and contributions to the execution of the Company’s integrated Wealth Management, Trust and Private Banking strategy from a legal, regulatory and governance perspective (Ms. Chambers) and from a financial, capital and balance sheet management perspective (Mr. Kaye), especially considering the challenging regulatory and interest rate environment for banking.

The CEO’s bonus was determined by the Committee in executive session on February 8, 2017 and recommended for approval, and approved, by the full Board on February 9, 2017. The Committee approved bonuses for all other executives on February 8, 2017.

See “Annual Executive Incentive Plan (STI)” for further details.

Long Term Incentives:

The Committee met on April 19, 2016 and approved equity grant recommendations for NEOs at 100% of target award levels. Target award levels vary by position and range from 150% of base salary for the CEO to 75% to 100% for other NEO positions. The CEO’s equity award was approved by the full Board on January 26, 2016. Equity awards were granted 60% in performance shares and must be earned based on future performance (three-year performance period) and 40% in time-based restricted stock with a three-year cliff vesting period. Given the team-performance orientation to managing the Company, and

the strong historical performance of individuals on the team, equity awards were allocated in a consistent manner across the NEO positions. 2017 equity awards will not be granted until May of 2017; however, on February 8, 2017, the Committee approved the equity value for May 15, 2017 awards at 100% of target awards levels. 2017 equity awards granted in May 2017 will be reported in next year’s CD&A.

Compensation Components and Mix of Compensation

The Company’s direct compensation components consist of base salary, performance-based annual cash incentives, performance-based equity incentives and service-based equity incentives. The Company continues to emphasize performance-based, variable pay in its executive compensation programs. For example, annual cash incentives can range from 0% of target awards to 200% of target awards based on performance that is typically measured over one year. Equity incentives consist of a combination of time-based restricted stock (40% of targeted equity compensation award for 2016) and performance-based restricted stock or “performance shares” (60% of targeted equity compensation award for 2016). Performance shares vest only if and to the extent they are earned based on the achievement of three-year, forward-looking metrics. The Company’s overall executive compensation mix is heavily weighted towards variable and performance-based pay, approximately one-third base salary and two-thirds annual and equity incentives. The following charts illustrate the mix of fixed (base salary) versus variable (incentives/equity) pay and also performance-based versus service-based pay for the Company’s CEO and other NEOs:

~~Peer Group~~Compensation Components and ~~Total~~Mix of Compensation ~~Market Benchmarking~~

The ~~Committee,~~Company’s direct compensation components consist of base salary, performance-based annual cash incentives, performance-based equity incentives and service-based equity incentives. The Company continues to emphasize performance-based, variable pay in ~~February 2014, approved an updated peer group~~its executive compensation programs. For example, annual cash incentives can range from 0% of target awards to ~~be used for compensation and performance comparisons. This peer group, listed below, includes one wealth manager and fifteen banks which were selected~~200% of target awards based on ~~similar size in assets~~performance that is typically measured over one year. Equity incentives consist of a combination of time-based restricted stock (40% of targeted equity compensation award for 2016) and ~~revenues; revenue mix (targeting above 20% in fee revenue mix as~~performance-based restricted stock or “performance shares” (60% of targeted equity compensation award for 2016). Performance shares vest only if and to the extent they are earned based on the achievement of three-year, forward-looking metrics. The Company’s ~~fee~~overall executive compensation mix is ~~currently 43%); private banking business orientation (as opposed to community/retail banking orientation);~~heavily weighted towards variable and ~~as much as possible, markets~~performance-based pay, approximately one-third base salary and ~~geographic locations, a key factor in the Company’s ability to attract~~two-thirds annual and ~~retain key private banking and investment talent.~~

Selecting a peer group purely on comparable asset size does not meet the Company’s screening criteria in terms of including banks that are located in comparable geographic, metropolitan locations with a private banking (versus retail branch) orientation, and a higher fee-based revenue mix.equity incentives. The following ~~companies were included in~~charts illustrate the ~~Company’s 2014 peer group:~~



~~Brookline Bancorp, Inc.~~	~~PacWest Bancorp~~
~~Bryn Mawr Bank Corporation~~	~~PrivateBancorp, Inc.~~
~~City National Corporation~~	~~Signature Bank~~
~~CoBiz Financial Inc.~~	~~Silvercrest Asset Management Group, Inc.~~
~~First Republic Bank~~	~~Washington Trust Bancorp, Inc.~~
~~Independent Bank Corporation~~	~~Webster Financial Corporation~~
~~MB Financial, Inc.~~	~~Wintrust Financial Corporation~~
~~National Penn Bancshares, Inc.~~	~~WSFS Financial Corporation~~

~~This peer group was reviewed in January 2015~~mix of fixed (base salary) versus variable (incentives/equity) pay and ~~no changes were made to the peer group for 2015.~~

The peer group is a market frame of reference for compensation and performance comparisons. In addition, W.T. Haigh & Company, the Company’s compensation consultant, provides other relevant market reference points such as broader financial services and general industry compensation survey data covering companies of similar size to augment this peer group data, if appropriate.

~~The last market compensation review was conducted by W.T. Haigh & Company in the fourth quarter of 2014~~also performance-based versus service-based pay for the Company’s CEO and other select executive positions. Based on the market comparative data used, the Company’s overall compensation position for executive positions was determined to be competitive with market (mid-market range). Actual compensation versus market may vary year-to-year based on overall Company performance, individual contributions and cost considerations.

~~Pay Versus Performance Relative to Peer Group~~NEOs:

In the second quarter of 2014, the Company’s compensation consultant, W.T. Haigh & Company, conducted another pay for performance analysis for the Committee. This analysis compared the Company’s actual paid compensation for select NEOs in 2013 and performance (one and three-year TSR and Return on Equity (“ROE”) growth) to the pay and performance of peer companies for the same period. The conclusion, as indicated in the chart below, was that the Company’s performance ranked in the 71st percentile while compensation ranked in the 50th percentile.

~~Analysis of 2014 Compensation Actions and 2015 Recommended Actions~~

The following compensation actions pertain to all NEO’s with the exception of Mr. Raimondi, whose compensation is governed by an employment agreement as noted above and described in summary below. The full agreement is disclosed in exhibit 10.49 on Form 10/K-A filed on March 13, 2015.

The Committee met on January 20, 2015 and approved 2014 bonus funding for NEOs, with the exception of Mr. Raimondi, at 110% of target award levels based on a comprehensive review and discussion of the Company’s performance. Target award levels vary by position and range from 125% of base salary for the CEO to 100% of base salary for other NEOs. The Committee approved individual bonuses for executives on February 9, 2015. The CEO’s bonus was approved by the full Board on February 10, 2015. Bonus actions compared financial results against the performance scorecard for annual incentives; strategic factors, including the acquisition of Banyan Partners in the fourth quarter; credit quality; improvement in overall employee engagement scores; regulatory and risk management discipline; and relative performance against the Company’s peer group. All NEOs were considered to be strong contributors to the Company’s overall 2014 financial results and a consistent payout as a percent of target award levels was recommended across all positions, reinforcing an overall strong team orientation, yet allowing meaningful differentiation of bonuses awarded given the base salary differences by position. See “~~Annual Executive Incentive Plan” for further details.~~

The Committee met on April 15, 2014 and approved equity grant recommendations for NEOs at 100% of target award levels. Target award levels vary by position and range from 150% of base salary for the CEO to 100% for other NEO positions. The CEO’s equity award was approved by the full Board on April 16, 2014. Equity awards were granted 60% in performance shares and must be earned based on future performance (three-year performance period) and 40% in time-based restricted stock with a three-year cliff vesting period. Given the team performance orientation to managing the Company, and the strong performance of individuals on the team, equity awards were allocated in a consistent manner across the NEO positions. 2015 equity awards will not be granted until May of 2015; however on February 9, 2015 the Committee approved the equity value for May 15, 2015 awards at up to 100% of target awards levels. 2015 equity awards granted in May 2015 will be reported in next year’s CD&A.

~~As in 2013, NEOs did not receive salary increases for 2014.~~

~~Mr. Deutsch and Mr. Thompson One-Time Supplemental Performance/Retention Awards~~

During the five year period since Mr. Deutsch joined the Company as CEO and Mr. Thompson’s responsibility was expanded to include nation-wide private banking operations, the Company has produced top quartile performance in terms of total shareholder return versus the regional banking index. Mr. Deutsch and Mr. Thompson successfully led a Company-wide effort to build capital, reduce risk, and improve overall financial performance as evidenced by the Company’s top quartile performance in return on average tangible equity over the past three years. Their leadership has enabled a dramatic turnaround in earnings over the past five years - from a loss of $.29 per share in 2010 to a profit of $.79 per share in 2014. The stock price and overall market capitalization has more than doubled during that period.

On December 15, 2014 and February 9, 2015, the Committee and Board, in consultation with W.T. Haigh & Company on compensation structure and levels, approved one-time supplemental performance/retention grants for Mr. Deutsch and Mr. Thompson, respectively. These awards are intended to motivate the continued achievement of the Company’s performance goals, strengthen the retention of these two executives during a critical juncture in the Company’s growth phase, and reinforce the Company’s commitment to its long-term strategy and vision of becoming a leading wealth management and private banking firm. Mr. Deutsch’s award was approved by the full Board on December 17, 2014.

The Committee’s and Board’s primary objective with these awards is to provide strong leadership continuity during a key business building phase, and meaningful performance-based incentives tied to the achievement of ambitious growth and return goals in a challenging yield environment. Award amounts vest over three years for Mr. Deutsch and three to five years for Mr. Thompson with time frames determined after a full discussion of targeted retention periods considering the different career trajectories and retirement horizons. Awards were also considered in the context of each executive’s targeted annual total compensation package and with a decision to keep the executives’ base salaries flat over the retention period. Awards are heavily performance-based (60% of the value) and this performance portion will vest only to the extent that three-year performance goals are attained. Importantly, and as noted below, the Company’s average return on common equity must reach 12%, a level not attained since 2003.

The Committee and Board strongly believe these one-time Supplemental Performance/Retention Awards are in the best interests of shareholders to keep two executives with high performance track records at the Company engaged and focused on achieving

~~sustained, profitable growth for the next three to five years as the Company implements its growth initiatives and strategic vision.~~

~~Details of the awards follow:~~

~~Mr. Deutsch's Supplemental Performance/Retention Grant~~

~~Grant value: $2,000,000.~~

~~Grant mix: 60% ($1,200,000) in performance shares; 40% ($800,000) in time-based restricted stock.~~

~~Vesting: Three-year vesting (100% of the shares vest after three-years).~~

The performance shares vest only if (a) performance goals for the 2015-2017 performance share period are met, and (b) Mr. Deutsch’s employment continues through the vesting date. The primary performance goal for this performance share period is a three-year average Return on Common Equity (ROCE) goal of 12% which is a top quartile standard in the banking industry. In addition, there are two financial metrics for consideration by the Committee in determining the final payout as discretionary modifiers which can increase or decrease the earned shares under the ROCE in total by twenty percent (+/- 20%, or by +/- 10% for each of the following):


◦	~~Relative performance of Return on Tangible Common Equity versus peers (three-year average)~~


◦	~~Fee Revenue Growth (three-year compounded average growth rate)~~

~~The time-based restricted stock vests subject to Mr. Deutsch's continued employment through the vesting date.~~

~~Mr. Thompson’s Supplemental Performance/Retention Grant~~

~~Grant value:$750,000.~~

~~Grant mix: 60% ($450,000) in performance shares; 40% ($300,000) in time-based restricted stock.~~

Vesting: Three-year vesting (100% of the shares vest after three years) for performance shares provided the performance goals are met. Five-year vesting (one-third of the shares vest after years three, four and five from the grant date) for time-based restricted stock.

~~The performance shares and the time-based restricted stock vest subject to the same performance and employment restrictions as defined above for Mr. Deutsch.~~

The Committee used a five-year vesting date for Mr. Thompson as opposed to the three-year vesting date for Mr. Deutsch to consider the different retirement horizons and career trajectories for each executive.

~~Mr. Raimondi Employment Agreement~~

The Company entered into an Employment Agreement with Mr. Raimondi on October 2, 2014 in connection with the acquisition of Banyan Partners by the Bank. The following provides a summary of the key components of Mr. Raimondi’s agreement and compensation:

~~Term of agreement: Five years.~~

~~Base salary: $600,000.~~

Annual cash bonus: Eligible to participate in Boston Private Wealth Management Bonus Plan with a bonus pool that is funded at 10% of pre-bonus profit plus 25% of Excess EBITDA (Earnings Before Income, Tax, Depreciation and Amortization) Margin Bonus Pool (as defined), if applicable (30% EBITDA margin threshold before excess bonus pool applies). Any excess EBITDA bonus to be paid in shares of restricted stock with one-year cliff vesting. For 2014, Mr. Raimondi was paid a discretionary bonus of $106,000 which reflected one quarter of a full year’s bonus, funded based upon an agreed upon bonus pool for 2014 as part of the Banyan acquisition.

~~Annual equity awards: Eligible to receive annual equity awards based on performance, adjusted for any stock awards earned from the Excess EBITDA Margin Bonus Pool, if applicable.~~

~~Flexible executive benefit: $20,000 annually to be used for reimbursements (without tax-gross-ups) for certain financial planning and health and wellness related benefits.~~

Retention bonus: $1,250,000 granted in restricted stock on October 2, 2014 with three-year cliff vesting subject to continued employment. The value was converted to 99,657 restricted shares using the average of the Company’s stock price for the twenty (20) consecutive trading days ending on (and including) the third complete trading day immediately prior to the grant date of $12.543. This conversion formula was used to account for volatility in the trading of the Company’s stock and to provide a more normalized stock price for the conversion of the retention bonus to equity. The 99,657 restricted shares were then granted at the fair market value (FMV) closing price ($12.48) of the Company’s stock on the grant date, or October 2, 2014.

Severance: Twenty-four months of base salary continuation with pro-rata bonus in year of termination, full vesting of the Retention Bonus if not yet vested and pro-rated vesting for any other stock based awards that are subject to service based vesting.

~~Non-competition and non-solicitation:Two year provisions post termination.~~

~~Mr. Griffin Consulting Arrangement and New Hire Purchased Restricted Stock Grant~~

Prior to joining the Company on May 1, 2014, Mr. Griffin was employed by the Company as a consultant. Mr. Griffin’s Consulting Agreement was entered into on September 16, 2013 and provided for the following compensation components:

~~Cash compensation at $50,000 per month (total fees paid during consulting period were $200,000).~~

~~Discretionary year-end bonus (actual bonus paid was~~ ~~$58,333) tied to Mr. Griffin’s work with respect to identification of wealth management opportunities and other strategic growth initiatives.~~

Reimbursement for reasonable and customary travel and out-of-pocket expenses incurred by Mr. Griffin in performing services pursuant to the agreement, in accordance with the Company’s Travel and Expense Policy.

In addition, on August 15, 2014, Mr. Griffin was granted an option to purchase $400,000 in Company stock with a three-year window period for purchases and a Company match in restricted shares on all shares purchased over the three-year window period. The matched shares vest over five years from the grant date (33% after years three, four and five). Mr. Griffin will forfeit any portion of the matched shares if an equivalent number of shares are not purchased over the three-year window period. Purchased shares must be held through the end of the five-year vesting period.

Compensation Components and Mix of Compensation

The Company’s direct compensation components consist of base salary, performance-based annual cash incentives, performance-based equity incentives and service-based equity incentives. The Company continues to emphasize performance-based, variable pay in its executive compensation programs. For example, annual cash incentives can range from 0% of target awards up to 200% of target awards based on performance that is typically measured over one ~~year within the framework of a three-year performance horizon.~~year. Equity incentives consist of a combination of time-based restricted stock (40% of targeted equity compensation award for ~~2014)~~2016) and performance-based restricted stock or “performance shares” (60% of targeted equity compensation award for ~~2014)~~2016). Performance shares vest only if and to the extent they are earned based on the achievement of three-year, forward-looking metrics. The Company’s overall executive compensation mix is ~~targeted to approximate~~heavily weighted towards variable and performance-based pay, approximately one-third base salary and two-thirds annual and ~~equity incentives. The Company continues to evolve this mix towards long-term performance-based~~ equity incentives. The following charts illustrate the mix of fixed (base salary) versus variable (incentives/equity) pay and also performance-based versus service-based pay for the Company’s ~~NEOs~~CEO and other NEOs:

Peer Group and Total Compensation Market Benchmarking

In July 2016, the Committee reviewed and approved a new, size appropriate peer group. This peer group, listed below, includes nineteen banks/financial services companies which were selected based on similar size (approximately 1/3 to 3 times the Company’s primary size indicators – i.e., total assets of $2 billion to $30 billion and market cap of $300 million to $3 billion) and fees as a percent of revenue of at least 20% to reflect the Company’s Wealth Management, Trust and Private Banking business orientation (as opposed to community/retail banking orientation). Other criteria used for peer company selection included companies headquartered in major metropolitan areas and companies with whom the Company competes for executive talent. The peer group ~~(excludes Mr. Raimondi):~~

is a market frame of reference for compensation and performance comparisons and will also be used in 2017.

The following companies were included in the Company’s 2016 peer group:



Banc of California, Inc.	NBT Bancorp, Inc.
Berkshire Hills Bancorp, Inc.	Pinnacle Financial Partners Inc.
Brookline Bancorp, Inc.	PrivateBancorp, Inc.
Bryn Mawr Bank Corp.	Sandy Spring Bancorp Inc.
CoBiz Financial Inc.	UMB Financial Corporation
Columbia Banking System Inc.	Washington Trust Bancorp, Inc.
Community Bank System Inc.	Webster Financial Corporation
First Commonwealth Financial Corp.	Wintrust Financial Corporation
Independent Bank Corp. (INDB)	WSFS Financial Corporation
MB Financial Inc.

In addition, the KRX has been added to measure the Company’s ROACE relative performance in the 2016 and 2017 long-term incentive matrices. The Committee believes the KRX provides a more consistent benchmark for purposes of measuring performance over a three-year time horizon given the larger number of peer banks in the Index to normalize any anomalies.

The Company’s independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”), provides other relevant market reference points such as broader financial services and general industry compensation survey data covering companies of similar size to augment this peer group data, when appropriate.

The last market compensation review was conducted by FW Cook in October of 2016 for the Company’s CEO and other select executive positions. Based on the market comparative data used (reflecting 2015 actions), the Company’s overall target compensation position for executive positions was determined to be competitive with market (above median) largely attributable to strong variable, performance-based pay opportunities that are aligned with stretch goals, that if attained, produce top quartile performance. Base salaries, in aggregate, were positioned close to median. Actual 2015 compensation was determined to be, on average, within 10% of median and lower than target pay due to 2015 performance which was below expectations, resulting in below-target bonus payouts. Actual compensation versus market and versus target opportunities will vary year-to-year based on overall Company performance, individual contributions and cost considerations.

Base Salary

The Committee reviews the base salaries of its NEOs each year, with salary increases, if any, taking effect on January 1. Salary increases are generally based on an executive’s performance within specific areas of accountability, external market competitiveness and/or internal budget considerations. ~~There were no~~Mr. Schwartz was the only NEO to receive a base salary ~~increases for NEOs~~increase in ~~either 2014 or 2015 based on~~2016 as a result of his expanded role as CEO of the ~~Company’s compensation philosophy of de-emphasizing base salaries in the total compensation mix.~~Private Banking Segment.

Annual Executive Incentive Plan (STI)

Following its usual practice, the Committee established an annual incentive target for ~~2014~~2016 for each NEO ~~other than Mr. Raimondi,~~ stated as a percentage of base salary. Incentive target levels are based on each executive’s role, organization level, impact on annual performance and competitive considerations. Executives can earn from 0% up to 200% of target based on performance against pre-defined metrics. Targets are reviewed annually by the Committee and adjusted as appropriate to consider market competitiveness and desired mix of annual and long-term incentives. In ~~2014,~~2016, the Board and Committee established a performance scorecard framework for compensation actions in ~~2014~~2016 that ~~weighted both primary and secondary~~considered financial goals important to the Company’s profitability and sustainable growth. Details of this performance-based framework, associated financial metrics, the Company’s achievement of these metrics and the Committee’s determination with respect to overall performance for the consolidated Company are described in the scorecard below.

2014 Targeted
Performance Levels

2014 Actual Performance
Levels and Weighted Funding

Target
Result
Weighted
Funding*
I. Primary Financial Metrics (50% overall weighting)
ROACE 11.0% 10.6% 27%
GAAP Net Income ($millions) $66 $69 24%

II. Secondary Financial Metrics (50% overall weighting)
Fee Revenue Growth (year-over-year) 9% 13% 22%
Total Revenue Growth (year-over-year) 4% 7% 16%
Tier 1 Common Ratio (Minimum) 9.2% 9.8% 4%
Efficiency Ratio 66% 67% 4%
AUM Net Flows ($ in millions) $935 ($348) —%
Deposit Growth (YTD Avg.) 7% 10% 14%
Loan Growth (YTD Avg.) 6% 6% 5%
Total Scorecard Funding Level (% of Target) 116%
Discretionary Factor Applied: +/- 20% (-6% applied) (6)%
Final Funding Level (with discretionary factor) 110%



	2016 Targeted Performance Levels	2016 Actual Performance Levels and Weighted Funding
	Target	Result	Weighted Funding
ROACE	10%	9.4%	28%
Total Revenue Growth (year-over-year)	4.5%	2.7%	23%
Pre-Tax Pre Provision Growth	15%	7.9%	21%

Final Funding Level			72%

Determined by the Committee based on primary and secondary financial results versus target. The Committee exercised its negative discretion in developing the final funding noted above based on a maximum incentive pool available tied to financial performance under the Annual Executive Incentive Plan of $5.06 million. The Committee, in consultation with the Company’s management and W. T. Haigh & Company, selected each of the primary and secondary financial metrics to align executive behaviors with critical strategic priorities that were approved by the Board as part of the Company’s 2014 Strategic Plan. These goals are long-term in nature and were selected to drive sustained, long-term profitable growth and financial strength. Based on a comprehensive review by the Committee, with input from the full Board, it was determined that the Company met its earnings targets identified and, as noted above, a total incentive pool of approximately 116% of target bonus awards was funded based on the financial scorecard. After deliberation by the Committee, the pool was then adjusted downwards by 6% from 116% to 110% to correct for the immediate effects of the Banyan acquisition on both Fee Revenue and Total Revenue Growth, as well as to consider the performance against strategic initiatives.

In addition to consolidated Company results, actual bonus payouts for NEOs also considered the separate performance results of the Wealth Management and Trust Segment, and Private Banking Segment, as well as individual performance.

After considering performance against all three scorecards covering the financial results for the consolidated Company, the Wealth Management and Trust Segment and the Private Banking Segment, the overall bonus pool funding was set at 86% of target in the aggregate for all executives/senior leaders of the Company. The Committee, with the input from the CEO for positions other than himself, then approved actual bonus payments for executives using the combination of three scorecards and based on an assessment of the contributions of its executives, many of whom serve across multiple areas of the Company. Although in aggregate the combined metrics for the scorecards produced an 86% funding level across the three scorecards, the funding level for the NEOs as a group was in aggregate 78% of target. For the CEO, the Committee approved a bonus directly aligned with the results of the overall Company scorecard.

The following table outlines the annual incentive targets for ~~2014~~2016 and the actual bonus received by each NEO:

TARGET AND ACTUAL BONUS DETAILS


Executive	Annual Base Salary		Target Bonus % of Base Salary		Target Bonus		Minimum (0% of Target)		Maximum (200% of Target)		Actual Bonus		Actual as % of Target		Annual Base Salary		Target Bonus % of Base Salary		Target Bonus		Minimum (0% of Target)		Maximum (200% of Target)		Actual Bonus		Actual as % of Target
C. Deutsch	$	675,000	125	%	$	843,750	$	—	$	1,687,500	$	928,100	110	%	$	675,000	125	%	$	843,750	$	—	$	1,687,500	$	607,500	72	%
D. Kaye	425,000		100	%	425,000		—		850,000		467,500		110	%	425,000		100	%	425,000		—		850,000		365,000		86	%
M. Thompson (1)	730,000		68	%	500,000		—		1,000,000		550,000		110	%
C. Griffin (2)	400,000		100	%	400,000		—		800,000		440,000		110	%
P. Raimondi (2), (3)	600,000		N/A		N/A		—		N/A		N/A		N/A
C. Griffin															400,000		100	%	400,000		—		800,000		300,000		75	%
G. Schwartz															400,000		100	%	400,000		—		800,000		345,000		86	%
M Chambers															360,000		100	%	360,000		—		720,000		288,000		80	%

~~(1)~~

Mr. Thompson’s target bonus is 100% of his “bonus eligible base salary” of $500,000, which equates to 68% of his current total base salary of $730,000. Whereas in 2013 a separate Bank scorecard was used to determine the majority of Mr. Thompson’s bonus, in 2014 all executives were covered by a consolidated Company scorecard to further strengthen alignment of the Company’s executives across the Bank and the Company with the consolidated strategy and financial plan for the overall Company.


~~(2)~~	~~Mr. Griffin’s and Mr. Raimondi’s base salaries reflect their current annualized base salaries.~~


~~(3)~~	~~Mr. Raimondi does not have a “target” bonus but rather is paid out of a Management Bonus Plan pool as described in his employment agreement.~~

Equity-Based Long-Term Incentives

Overview of Program

The Committee considers long-term equity-based compensation to be an integral part of the Company’s compensation program and grants equity each year, ~~to its NEOs,~~ typically in May. The Company’s primary grant forms for its executives are:

1. ~~Performance~~Performance-based shares (60% of an executive’s target award value),; and

2. Time-based restricted stock (40% of an executive’s target award value).

The Committee reviews the mix of grant forms annually. Performance shares are earned and vest at the end of the three-year performance period only if and to the extent ~~targeted~~ results are achieved within the acceptable performance range (threshold to significant over-achievement) as determined by the Committee. Performance shares are ~~forfeited~~subject to forfeiture in the event that ~~targeted results~~pre-established performance goals are not achieved. Time-based restricted stock will vest in full three years from the date of grant subject to the executive’s continued employment through the vesting date.

Vesting of Performance Share Award for the ~~2012-2014~~2014-2016 Performance Period

The ~~performance shares for the 2012-2014 performance period vest on May 15, 2015 and the~~ Company’s NEOs earned ~~70%~~71% of the targeted performance shares based on ROACE performance for the ~~2012-2014~~2014 to 2016 performance period. As a result, a portion of the shares scheduled to vest on May 15, 2017 will be forfeited. The Company’s three-year average ROACE infor the 2014 to 2016 performance period was ~~10.6%~~9.7% versus a target goal of 12%~~, or 70%~~ and a threshold goal of ~~the target goal~~8% for the performance period. The ~~Committee examined~~71% earn-out is the ~~secondary~~result of interpolation between a 50% payout at the threshold performance ~~metrics~~level and ~~further reduced~~a 100% payout at the ~~funding to 67% of~~ target ~~primarily due to the Company’s shortfall in targeted revenue growth over the 2012-2014 period.~~performance level. The following table outlines the awards ~~earned based upon performance with additional vesting subject to continued employment through May 15, 2015:~~earned:


Executive	Grant Date	Target Number of Shares	Performance Metric Achieved	Total Shares Vested Based upon Performance	Fair Value of Total Shares Vested at Vest Date	Grant Date	Target Number of Shares	Performance Metric Achieved	Total Shares Vested Based upon Performance
C. Deutsch	5/15/2012	61,864	67%	41,449	TBD	5/15/2014	45,134	71%	32,045
D. Kaye	5/15/2012	17,184	67%	11,513	TBD	5/15/2014	14,211	71%	10,090
M. Thompson	5/15/2012	30,550	67%	20,469	TBD
C. Griffin (1)	—	—	—	—	—
P. Raimondi (1)	—	—	—	—	—

C. Griffin						5/15/2014	8,916	71%	6,330
G. Schwartz						5/15/2014	10,030	71%	7,121
M. Chambers						5/15/2014	12,036	71%	8,546

~~2014~~2016 Equity Awards

In ~~2014,~~2016, the Company granted equity awards to its NEOs of performance shares and time-based restricted stock under the Company’s 2009 Amended and Restated Stock Option and Incentive Plan. Each NEO has an established long-term incentive award target as follows (expressed as a percentage of each executive’s base salary): 150% for Mr. Deutsch, 75% each for Mr. Kaye and Ms. Chambers, 100% for Mr. Griffin and Mr. Schwartz.

The total long-term incentive award values set forth below were approved by the ~~Committee on April 15, 2014 and on April 16, 2014 by the~~ Board for the CEO on January 26, 2016 and ~~President.~~by the Committee for the other NEOs on April 19, 2016 for a future grant date of May 13, 2016. For ~~2014,~~2016, 60% of the grant date fair value of the award was delivered in the form of ~~performance~~performance-based shares and 40% of the grant date fair value of the award was delivered in the form of time-based restricted stock. The approved values ~~were~~ converted to a fixed number of time-based restricted shares and performance shares using the average daily stock price for the 30 days prior to the conversion date of ~~$13.46~~$11.32 per share. ~~The conversion price was approved by the Committee on April 15, 2014.~~ This methodology is used to provide an equity award that takes into account the share price of the Company over the prior 30-day period, as opposed to a single trading day. Once the number of shares was determined ~~and~~based on the values previously approved by the Committee, shares were granted at the closing price of ~~$12.01~~$11.67 on May ~~15, 2014,~~13, 2016, the approved grant date under the Company’s equity grant policy. Awards were determined based on each executive’s performance, criticality of position and relevant employment agreement terms, as applicable.

The ~~2014 performance~~2016 performance-based shares will be earned or forfeited based on the Company’s performance for the January 1, ~~2014~~2016 to December 31, ~~2016~~2018 period, following the conclusion of such performance period, with ~~0-150% (0-180% with +/-20% adjustment described below)~~0% to 200% of the shares earned tied to the Company’s ~~achievement of the following metrics:~~ROACE performance utilizing a matrix approach, as follows:



Threshold	Low Target	Target	Outperform
4.0%	8.0%	10.5%	11.5%

~~Secondary Metrics: The Committee may adjust total shares earned based on~~Relative Measure: Three-year average ROACE relative to the ~~primary ROACE metric by~~ +~~/- 20% based on~~KBW Regional Bank Index targeted at the ~~following secondary performance considerations:~~

•~~Efficiency Ratio in 2016~~



Threshold	Target	Outperform
25th percentile	50th percentile	75th percentile

The ROACE goal was selected as the primary metric to motivate attainment of the Company’s long-term ROACE target (which represents top quartile performance in the industry). Secondary metrics were selected to align with the Company’s emphasis on top-line growth, while continuing to focus on expense discipline (efficiency ratio) to produce solid growth in profits.

Actual equity grants awarded to the Company’s NEOs in ~~2014~~2016 are set forth in the table below. As described further in the footnotes below, a significant portion of the stock awards (60% of the total) must be earned based on performance with the potential for an earn-out of 0% to ~~180%~~200% of the target performance shares awarded.

~~Matching Restricted Stock/Inducement Awards for Mr. Deutsch and Mr. Thompson~~

Mr. Deutsch’s and Mr. Thompson’s employment agreements included one-time matching restricted stock awards tied to each executive’s personal investment in the Company’s stock. These grants enhance the Company’s ability to retain Mr. Deutsch and Mr. Thompson by vesting shares in three equal installments on each of the third, fourth and fifth anniversaries of the grant date. Terms of the awards stipulate that the grants will be forfeited if Mr. Deutsch and Mr. Thompson do not purchase an equivalent number of shares of Company stock before, in the case of Mr. Deutsch, the second anniversary of his commencement date, and in the case of Mr. Thompson, the third anniversary of the effective date of his employment agreement, and hold such stock through certain vesting dates. Mr. Deutsch’s matching restricted stock award was granted on July 31, 2010 (called the “inducement award” and described in the Company’s 2011 proxy statement) with a grant date fair value of $2 million (302,572 shares). As of December 31, 2010 (five months after his start date with the Company), Mr. Deutsch had satisfied 100% of his $2 million purchase requirement. Mr. Thompson’s matching restricted stock award was granted on May 13, 2011 with a grant date fair value of $600,000 (93,458 shares). As of January 31, 2014, Mr. Thompson had satisfied 100% of his purchase requirement.

~~Special Supplemental Performance/Retention Equity Grants for Mr. Deutsch and Mr. Thompson~~

~~These awards are described in detail in the “Analysis of 2014 Compensation Actions and 2015 Recommended Actions~~”~~section.~~

The Company has adopted an Equity Grant Policy, asmost recently approved in July 2014, to ensure that its equity granting practices are maintained in strict compliance with the Company’s equity plans, policies and all applicable laws, and specifically to prevent backdating of any equity grant, or changing of the timing of equity grants in relation to public release of material information with the intent of benefiting a grantee under an equity award. The policy became effective for equity grants made after March 31, 2007. The Company’s policy is that equity grants occur on a pre-established day during each calendar quarter after the Company’s financial results for the prior quarter have been publicly disclosed. Accordingly, the grant date for all equity grants is generally the 15th day of the month (or the last business day before the 15th day of the month) following the quarterly Board meeting, unless approved otherwise by the Committee. The grant date shall not precede the date the grant was authorized by the Committee, and the grant date for any new hire shall not precede the employee’s date of hire. In addition, the policy provides that all awards and award terms are approved by the Committee in advance of the grant date. The Company executives do not have an ability to select a grant date, and the option exercise price is the closing price of the underlying stock on the date of grant.

Executive Stock Ownership and Share Retention Guidelines

The Committee implemented executive stock ownership guidelines in July 2008 and revised these guidelines in July of 2014 to increase the guidelines based upon a comprehensive review and recommendation by W.T. Haigh & Company, the Company’s compensation ~~consultant.~~consultant at the time. The requirements in the guidelines are expressed as the lesser of a multiple of an executive’s base salary or a fixed number of shares. The Company and the Committee review executive officer stock holdings ~~versus~~against the ownership guidelines at least annually. ~~Ownership~~The Company has established ownership guideline multiples ~~were increased from five times base salary to~~of six times base salary for the Company’s CEO and ~~increased from one to~~ three times base salary ~~to two to four times base salary~~ for the other ~~NEO positions.~~NEOs. NEOs must meet the lesser of the fixed share guideline (350,000 for the Company’s CEO and ~~92,000~~83,000 to ~~225,000~~98,000 for other NEO positions) or the salary multiple guideline. ~~In addition, there is~~Executives and Board members must attain ownership guidelines within a ~~holding requirement equal to 50% of profit shares (net shares after cost of purchase, if any, and tax liability) until the minimum threshold is attained.~~ five-year period.

The following table shows the ~~NEO’s~~NEOs’ stock ownership relative to the guidelines as of December 31, ~~2014.~~2016.



Name	Guideline (multiple of salary)	Status
Mr. Deutsch	6 x Base Salary ($4,050,000)	Meets Requirement
Mr. ~~Thompson~~	~~4 x Base Salary ($2,920,000)~~	~~Meets Requirement~~
~~Mr.~~ Kaye	3 x Base Salary ($1,275,000)	Meets Requirement
Mr. Griffin (1)	3 x Base Salary ($1,200,000)	Does Not Meet Requirement ~~-- NEW (at 42% of Guideline)~~
Mr. ~~Raimondi~~Schwartz	~~No Stated Guideline~~3 x Base Salary ($1,200,000)	~~Owns 680,388 Shares (subject to lock up) - Exceeds $9 million in value based on closing price of the Company’s stock as of December 31, 2014 of $13.47~~Meets Requirement
Ms. Chambers	3 x Base Salary ($1,080,000)	Meets Requirement

(1) Mr. Griffin joined the Company in May of 2014 and is not required to attain minimum guidelines until May 2019.

Based on the beneficial ownership calculation as reported in this Proxy Statement, as of ~~December 31, 2014,~~January 30, 2017, the CEO owned ~~1.06%~~0.88% and other NEOs ~~(excluding former executive officers)~~ as a group owned ~~2.69%~~0.61% of the Company’s common stock.

Role of Compensation, Governance and Executive Committee, Outside ~~Advisors~~Advisers and Management in Compensation Decisions

The Committee, pursuant to its charter, provides management and the Board with guidance on matters of executive and director compensation and related benefits. The Committee meets in executive sessions when discussing CEO performance and specific actions related to CEO compensation. The Committee approves all compensation actions with respect to the Company’s CEO, and recommends to the Board of Directors that the Board of Directors also approve such compensation actions. The Committee approves all compensation actions for the Company’s other executive officers after reviewing the recommendations of the CEO. The Committee relies on management and outside advisers for staff work and technical guidance in conducting its affairs. It retains full authority to engage independent third party advisers, and ~~for the past several years has retained W. T. Haigh & Company~~currently retains FW Cook to conduct independent studies and provide objective advice on executive and director compensation. ~~W. T. Haigh & Company’s~~FW Cook’s primary role with the Company is as adviser to the Committee on executive compensation matters. In 2014, W.T. Haigh & Company played a significant advisory role with respect to executive pay versus performance, market benchmarking, compensation philosophy and overall executive compensation program directions, recommendations to increase executive stock ownership guidelines, recommendations on the one-time retention/performance grants for Mr. Deutsch and Mr. Thompson, and a review of Board compensation and matters2016, FW Cook’s services wholly related to the Company’s Board consolidation. From time to time, W.T. Haigh & Company works directly with management with the consent of the Committee. However, in 2014, W.T. Haigh & Company’s services related solely to Committee matters and no conflicts of interest were noted.

The Company also retains Goodwin Procter LLP for legal services on executive compensation matters, including drafting of legal plan documents. The Company may use other firms from time to time in the normal course of business.

Executive Benefits and Perquisites

NEOs are entitled to a flexible benefit amount to be used for financial products and services including life insurance, financial planning, long-term care insurance and other health and wellness benefits that enable the executives to manage better ~~manage~~ and balance their personal lives given the amount of time spent at work. The flexible amount is a fixed maximum annual benefit, ~~ranging from~~ $65,000 for the CEO, and ~~between~~ $20,000 ~~and $40,000~~ for other ~~NEOs.~~NEOs with the exception of Mr. Schwartz, who for 2016 was covered by separate, legacy long-term disability and long-term care policies sponsored by Boston Private Bank & Trust Company (the “Bank”). As of December 31, 2016, premiums for Mr. Schwartz’s Bank-sponsored long-term care policies have been fully paid and as a result Mr. Schwartz will transition to the flexible benefit of $20,000 for 2017, which will include the continuation of his legacy long-term disability premiums. NEOs are also eligible for an annual physical ~~exam.~~examination. The full value of all perquisites is reported as income to the individuals and, accordingly, is taxable. The flexible benefit may not be used for any type of personal luxury or entertainment expenditures. In addition, Mr. Thompson participates in a long-term care and long-term disability insurance program sponsored by Boston Private Bank & Trust Company, which was in effect prior to the effective date of his employment agreement with the Company.

NEOs are also eligible for Company-sponsored benefit programs available broadly to Company employees, including healthcare, dental and vision benefits, short-term and long-term disability, life insurance, a 401(k) ~~Profit Sharing Plan~~profit sharing plan and the Company’s Employee Stock Purchase Plan.

Employment Agreements and Executive Severance and Change-in-Control Agreements

The Company no longer provides executive change-in-control agreements in the event of a change-in-control of the Company. The Company has a grandfathered change-in-control ~~agreement~~agreements with ~~one~~three of the Company’s ~~NEOs,~~NEOs: Ms. Chambers, Mr. ~~Kaye.~~Kaye and Mr. Schwartz. Mr. Deutsch ~~Mr. Thompson and Mr. Raimondi have~~has an employment ~~agreements~~agreement with the Company. ~~Both the~~These grandfathered change-in-control ~~agreement~~agreements and the employment ~~agreements are described below.~~

~~Mr. Kaye’s change-in-control~~ agreement ~~provides a severance payment equal to 2.5 times his annual cash compensation as defined in the agreement, and a pro-rated bonus~~ for the year in which the change-in-control occurs. Any equity awards granted on or after May 15, 2011 are or will be subject to “double trigger” vesting (as opposed to accelerated vesting) in the event of a change-in-control in which an assumption of the award does not occur.

~~Mr. Kaye’s change-in-control arrangement is a “double trigger” arrangement (i.e~~., benefits are paid in the event that there is both a change-in-control and a termination of employment following certain triggering events, for example, elimination of the executive’s position, as defined in the agreement) and limits payments so that no payments can be deemed to be “excess parachute payments” under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and no excise tax gross-ups are provided.

~~As part of their employment agreements, and in lieu of change-in-control agreements,~~ Mr. Deutsch ~~and Mr. Thompson were given separate severance protection at two times their annual cash compensation if their employment is terminated by~~together with the Company without “cause” or by the executives for “good reason,” each as defined in their employment agreements. Equity awards are also subject to “double trigger” vesting in the event of a change-in-control in which an assumption of the awards does not occur.

~~Mr. Raimondi’s employment agreement is described in “Analysis of 2014 Compensation Actions and 2015 Recommended Actions~~.”

~~Payments~~payments and benefits payable to the NEOs in connection with a termination of employment or change-in-control, are discussed in greater detail under “Potential Payments Upon Termination or Change-in-Control.”

Executive Deferred Compensation Plan

The Company offers a deferred compensation plan that enables certain executives, including each of the NEOs, to defer a portion of their income. Amounts deferred are excluded from an executive’s taxable income and are not deductible by the Company until paid. Executives select from a number of mutual funds and the deferred amounts are increased or decreased to correspond to changes in market value of these underlying mutual fund investments. Any increase in value is recognized as compensation expense. The Company maintains a Rabbi trust with respect to these obligations. ~~None of the~~During 2016, no NEOs participated in the ~~Executive Deferred Compensation Plan in 2014, although~~deferred compensation plan, but Mr. ~~Thompson~~Schwartz had an outstanding deferred compensation balance from prior years’ participation as of December 31, ~~2014 from deferrals from prior years of $70,554.~~ 3016.

Tax, Regulatory and Accounting Implications

The Company believes it complies with all tax, regulatory and accounting standards. Furthermore, the Committee will continue to review each element of compensation and take appropriate steps to ensure tax deductibility to the extent permitted under applicable law and to the extent this can be accomplished without sacrificing flexibility and other important objectives of the overall compensation program for its executives.

Compensation, Governance and Executive Committee Report

The Compensation, Governance and Executive Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on this review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

Submitted by the Compensation, Governance and Executive Committee of the Board:

~~Stephen M. Waters, Chair~~

Deborah F. Kuenstner,

~~Daniel P. Nolan~~ Chair

34Lizabeth H. Zlatkus

EXECUTIVE COMPENSATION TABLES

Executive Vice President

and Director of Corporate Development & Wealth Management Strategy

(6) 2014 Stock Awards Grant Date Fair Value data includes performance shares which could, based on performance, result in the earn-out of additional shares for above target outperformance (and an increase in the grant date fair value, based on the incremental shares earned, using the original $13.14 price):
NEO Target performance shares granted Maximum shares potentially earned Increase in grant date fair value based on incremental shares that may be earned at maximum performance level
Clayton G. Deutsch �� 91,324
164,383
$ 959,995



(5)	This amount includes a retention award that was issued to Mr. Deutsch on December 17, 2014.

(6)	The amounts in column (f) reflect the annual incentive awards to the named individuals under the 2014, 2015 and 2016 Annual Executive Incentive Plan.

(7)	All Other Compensation is composed of the following amounts:
	Compensation item	Clayton G. Deutsch		David J. Kaye		Corey A. Griffin		George G. Schwartz		Margaret W. Chambers
	Matching contribution to 401(k) plan	$	7,950	$	7,950	$	7,950	$	7,950	$	7,950
	Dividends paid on unvested stock grants	42,898		12,601		—		9,533		11,439
	Executive medical services	—		—		—		2,300		—
	Life insurance premiums	57,708		5,639		—		—		—
	Long-term disability premiums	7,292		—		—		8,974		—
	Long-term care premiums	—		10,412		—		13,689		20,000
	Tax and financial planning	—		1,700		20,000		—		—

	Total All Other Compensation	$	115,848	$	38,302	$	27,950	$	42,446	$	39,389

Estimated Future Payouts

Under Non-Equity Incentive

Estimated Future Payouts

Under Equity Incentive

Estimated Future Payouts

Under Non-Equity Incentive

Estimated Future Payouts

Under Equity Incentive

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information with respect to holdings of exercisable and unexercisable stock options and unvested restricted stock and performance share awards held by the NEOs as of December 31, ~~2014.~~2016.


(a)	(b)	(c)	(d)	(e)		(f)	(g)	(h)				(i)		(j)			(b)	(c)	(d)	(e)		(f)	(g)	(h)				(i)		(j)
	Option Awards						Stock Awards										Option Awards						Stock Awards
	Number of Securities Underlying Unexercised Options (1)						Shares or Units of Stock That Have Not Vested					Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested					Number of Securities Underlying Unexercised Options (1)						Shares or Units of Stock That Have Not Vested					Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested
NEO	(#) Exercisable	(#) Unexercisable	(#) Equity Incentive Plan Awards	Option Exercise Price ($)		Option Expiration Date	Number (#)		Market Value ($) (2)			Number (#)			Market or Payout Value ($) (2)		(#) Exercisable	(#) Unexercisable	(#) Equity Incentive Plan Awards	Option Exercise Price ($)		Option Expiration Date	Number (#)		Market Value ($) (2)			Number (#)			Market or Payout Value ($) (2)
Clayton G. Deutsch	—	—	—	$	—		60,883		$	820,094	(3)	91,324	(13)		$	1,230,134	—	—	—	$	—		35,777		$	592,109	(3)	53,666	(8)		$	888,172
	—	—	—	—			30,090		405,312		(4)	45,134	(14)		607,955		—	—	—	—			32,685		540,937		(4)	49,027	(9)		811,397
	—	—	—	—			42,057		566,508		(5)	63,085	(15)		849,755		—	—	—	—			60,883		1,007,614		(6)	91,324	(6), (10)		1,511,412
	—	—	—	—			41,242		555,530		(6)	61,864	(16)		833,308		—	—	—	—			30,090		497,990		(5)	32,045	(11)		530,345
	—	—	—	—			15,318		206,333		(7)	—			—
	—	—	—	—			100,847		1,358,409		(8)	—			—

David J. Kaye	7,500	—	—	9.03		8/15/2018	9,474		127,615		(4)	14,211	(14)		191,422		20,240	—	—	20.37		5/15/2018	11,263		186,403		(3)	16,895	(8)		279,612
	20,240	—	—	20.37		5/15/2018	12,354		166,408		(5)	18,530	(15)		249,599
	—	—	—	—			11,456		154,312		(6)	17,184	(16)		231,468

Mark D. Thompson	7,500	—	—	9.03		8/15/2018	16,345		220,167		(4)	24,518	(14)		330,257
	24,290	—	—	20.37		2/15/2018	20,520		276,404		(5)	30,779	(15)		414,593
	20,000	—	—	29.84		2/15/2017	20,367		274,343		(6)	30,550	(16)		411,509		—	—	—	—			10,178		168,446		(4)	15,268	(9)		252,685
	15,000	—	—	29.74		2/17/2016	62,299		839,168		(9)	—			—		—	—	—	—			9,474		156,795		(5)	10,090	(11)		166,990
	15,000	—	—	27.06		2/11/2015	37,384		503,562		(10)	—			—

Corey A. Griffin	—	—	—	—			33,200		447,204		(11)	8,916	(14)		120,099		—	—	—	—			14,134		233,918		(3)	21,201	(8)		350,877
	—	—	—	—			5,944		80,066		(4)	—			—		—	—	—	—			9,570		158,384		(4)	14,355	(9)		237,575
																	—	—	—	—			33,200		549,460		(7)	6,330	(11)		104,762
Peter J. Raimondi	—	—	—	—			99,657		1,342,380		(12)	—			—
																	—	—	—	—			5,944		98,373		(5)	—			—

George G. Schwartz																	15,935	—	—	6.42		5/13/2021	13,074		216,375		(3)	19,611	(8)		324,562
																	15,505	—	—	7.94		5/14/2020	7,624		126,177		(4)	11,436	(9)		189,266
																	3,870	—	—	4.92		6/15/2019	6,687		110,670		(5)	7,121	(11)		117,853
																	7,500	—	—	9.03		8/15/2018	—		—			—			—

Margaret W. Chambers																	7,500	—	—	9.03		8/15/2018	9,541		157,904		(3)	14,311	(8)		236,847
																	11,600	—	—	20.37		5/15/2018	8,597		142,280		(4)	12,895	(9)		213,412
																	—	—	—	—			8,024		132,797		(5)	8,546	(11)		141,436





(1)	All securities issued under the Company’s ~~1997 Long-Term Incentive Plan, the Company’s~~ 2004 Stock Option and Incentive Plan, or the Company’s 2009 Amended and Restated Stock Option and Incentive ~~Plan, or the Company’s 2010 Inducement Stock~~ Plan.

(2)	The market value is based on the closing price of the Company’s common stock on December 31, ~~2014~~2016 of ~~$13.47,~~$16.55, multiplied by the applicable number of shares of restricted stock or performance shares.

(3)	This award vests on ~~December 17, 2017.~~May 13, 2019.

(4)	This award vests on May 15, ~~2017.~~2018.

(5)	This award vests on May 15, ~~2016.~~2017.

(6)	This supplemental retention award ~~vests~~with both time-based and performance-based awards, the time-based will vest on ~~May 15, 2015.~~December 17, 2017 and the performance-based will vest at the end of the performance period.

(7)	This award ~~vests~~is a matching restricted award that will vest over a five year period beginning in ~~five~~year three to the extent that Mr. Griffin purchases an equal ~~annual installments beginning on July 31, 2011.~~number of shares of Company stock over the period.

~~(8)~~	~~This award vests in three equal annual installments beginning on July 31, 2013.~~

~~(9)~~	~~This award vests in three equal annual installments beginning on March 29, 2014.~~

~~(10)~~	~~This award vests in five equal annual installments beginning on March 29, 2012.~~

~~(11)~~	~~This award vests in three equal annual installments beginning on August 15, 2017.~~

~~(12)~~	~~This award vests on October 2, 2017.~~



(8)	2016 Stock Awards include performance shares which could, based on performance for the 2016 - 2018 performance period, result in the earn-out of additional shares for above target outperformance as set forth below.
	NEO	Target performance shares granted	Maximum shares potentially earned
	Clayton G. Deutsch	53,666	107,332
	David J. Kaye	16,895	33,790
	Corey A. Griffin	21,201	42,402
	George G. Schwartz	19,611	39,222
	Margaret W. Chambers	14,311	28,622



(9)	2015 Stock Awards include performance shares which could, based on performance for the 2015 - 2017 performance period, result in the earn-out of additional shares for above target outperformance as set forth below.
	NEO	Target performance shares granted	Maximum shares potentially earned
	Clayton G. Deutsch	49,027	88,248
	David J. Kaye	15,268	27,482
	Corey A. Griffin	14,355	25,839
	George G. Schwartz	11,436	20,584
	Margaret W. Chambers	12,895	23,211



(10)	2014 Retention LTI Stock Award includes performance shares which could, based on performance for the 2015 - 2017 performance period, result in the earn-out of additional shares for above target outperformance as set forth below.
	NEO	Target performance shares granted	Maximum shares potentially earned
	Clayton G. Deutsch	91,324	164,383



(11)	2014 Stock Awards include performance shares which, based on performance for the 2014 - 2016 performance period, were prorated down to 71% of shares granted.
	NEO	Target performance shares granted	Actual shares earned
	Clayton G. Deutsch	45,134	32,045
	David J. Kaye	14,211	10,090
	Corey A. Griffin	8,916	6,330
	George G. Schwartz	10,030	7,121
	Margaret W. Chambers	12,036	8,546

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized on Vesting

Number of Shares Acquired on Exercise

Value Realized on Exercise

Number of Shares Acquired on Vesting

Value Realized on Vesting

(a) Mr. Griffin was not employed by the Company in 2013 and therefore did not have a time-based award in 2013.



(1)	Deferred compensation accounts are deemed invested in mutual funds managed by third party administrators.

Potential Payments Upon Termination or Change-in-Control

Employment ~~Agreements~~Agreement with the Company’s Chief Executive Officer ~~and President, and Boston Private Bank & Trust Company’s Chief Executive Officer and President~~

On June 7, 2010, the Company entered into an employment agreement with its ~~Chief Executive Officer and President,~~CEO, Mr. Deutsch. ~~On March 29, 2011, the Company entered into an employment agreement with Mr. Thompson, the Chief Executive Officer and President of Boston Private Bank & Trust Company.~~ In addition to the compensation and benefit arrangements described in detail above, under the terms of the employment ~~agreements, each of~~agreement, Mr. Deutsch ~~and Mr. Thompson~~ will be eligible to receive certain payments and benefits if his employment is terminated under certain conditions.



TIME AND DATE ~~PLACE~~		10:00 a.m. Eastern Time, ~~Wednesday,~~Thursday, April ~~15, 2015~~ 27, 2017
PLACE		Ten Post Office Square, 2^nd Floor Boston, Massachusetts 02109
ITEMS OF BUSINESS	(1)	To elect the ~~nine~~eleven director nominees named in the Proxy Statement to serve until the ~~2016~~2018 annual meeting and until their successors are duly elected and qualified.
	(2)	To approve an advisory, non-binding resolution on the compensation of the named executive officers as disclosed in the Proxy Statement.
	(3)	To select the frequency of future shareholder advisory votes to approve the compensation of the Company’s named executive officers.
	(4)	To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal ~~2015.~~year 2017.
	~~(4)~~(5)	To transact any other business that may properly come before the meeting.
RECORD DATE		Only shareholders of record at the close of business on March ~~4, 2015~~9, 2017 may vote at the meeting or any postponements or adjournments of the meeting.
PROXY VOTING		Your vote is very important. Please complete, date, sign and return the accompanying proxy card or vote electronically via the Internet or by telephone. The enclosed return envelope requires no additional postage if mailed in the United States. For specific instructions on how to vote your shares, please refer to the section entitled “Voting Options.”



Voting Information	1
Proposal 1: Election of Directors	3
Information Regarding Director Nominees	4
Corporate Governance	78
Corporate Governance Guidelines	8
Board Leadership Structure	78
Risk Oversight	89
Committees of the Board and Related Matters	910
Consideration of Director Nominees	1112
Code of Business Conduct and Ethics	1213
Shareholders’ Communications with the Board of Directors	13
Information Regarding Executive Officers	1314
Section 16(a) Beneficial Ownership ~~of Common Stock~~Reporting Compliance	1516
Principal Shareholders	16
Compensation Discussion and Analysis	17
Executive Summary	17
Say on Pay Shareholder Approval Levels for 2015 and ~~Compensation Program Changes for 2014 and 2015~~2016	21
~~2014 Operational and Financial Highlights~~CEO Pay Versus Performance	21
~~Peer Group and Total Compensation Market Benchmarking~~	22
~~Pay Versus Performance Relative to Peer Group~~	23
Analysis of ~~2014~~2016 Compensation Actions and ~~2015~~2017 Recommended Actions	2522
Compensation Components and Mix of Compensation	2723
Peer Group and Total Compensation Market Benchmarking	23
Base Salary	2824
Annual Executive Incentive Plan (STI)	2824
Equity-Based Long-Term Incentives	2926
Equity Grant Policy	3127
Executive Stock Ownership and Share Retention Guidelines	3228
Role of Compensation, Governance and Executive Committee, Outside ~~Advisors~~Advisers and Management in Compensation Decisions	3228
Executive Benefits and Perquisites	3328
Employment Agreements and Executive Severance and Change-in-Control Agreements	3329
Executive Deferred Compensation Plan	3329
Tax, Regulatory and Accounting Implications	3329
Compensation, Governance and Executive Committee Report	3429
Executive Compensation Tables	3530
Report of the Audit and Finance Committee	4540
Audit Fees	4541
Proposal 2: Advisory (Non-Binding) Vote on Executive Compensation	4842
Proposal 3: Advisory (Non-Binding) Vote to Select the Frequency of Future Shareholder Advisory Votes on Executive Compensation	43
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm	4944
Other Business	5045
Equity Compensation Plan Information	5045
Related Party Transactions	5145
Solicitation of Proxies	5146
Submission of Shareholder Proposals for ~~2016~~2018 Annual Meeting	5146



Proposal		Board Recommendation	Page Reference (for more detail)
Item 1	Elect the ~~nine~~eleven director nominees named in this Proxy Statement to serve until the ~~2016~~2018 annual meeting and until their successors are duly elected and qualified.	FOR each Director Nominee	3
Item 2	Approve an advisory, non-binding resolution on the compensation of the Company’s named executive officers.	FOR	4842
Item 3	To select the frequency of future shareholder advisory votes to approve the compensation of the Company’s named executive officers.	ONE YEAR	43
Item 4	Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal ~~2015.~~year 2017.	FOR	4944



Name	Age	Current Position
Margaret W. Chambers	5557	Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank
Clayton G. Deutsch	5961	Chief Executive Officer and President of the Company, Chief Executive Officer of Boston Private Bank & Trust Company
Corey A. Griffin	5355	Chief Executive Officer, Boston Private Wealth LLC; Executive Vice President ~~Director~~ of ~~Corporate Development~~the Bank and the Company; Chief Executive Officer – Wealth Management ~~Strategy~~and Trust Segment
Martha T. Higgins	5153	Executive Vice President and Chief Human Resources Officer of the Company and the Bank
David J. Kaye	5052	Executive Vice President, ~~Treasurer and~~ Chief Financial and Administrative Officer of the Company and the Bank
W. Timothy MacDonald	5658	Executive Vice President and Chief Risk Officer atof the Company and ~~Boston Private~~the Bank ~~& Trust Company~~
~~Peter J. Raimondi~~	59	~~Chief Executive Officer, Boston Private Wealth LLC~~
~~Mark D. Thompson~~George G. Schwartz	58	President, Bank; Chief Executive Officer – Private Banking Segment
Jacqueline S. Shoback	50	Executive Vice President, Chief Client Development Officer of the Company and ~~President of Boston Private~~the Bank ~~& Trust Company~~


Name*	Common Stock(2)	Exercisable Options	Percentage of Outstanding Stock		Common Stock(2)	Exercisable Options	Percentage of Outstanding Stock
Current Directors (1)
Herbert S. Alexander	129,986	26,566	**
Lynn Thompson Hoffman	63,845	15,544	**
Mark F. Furlong					5,363	—	**
Joseph C. Guyaux					463	—	**
Deborah F. Kuenstner	100,446	10,653	**		112,818	10,653	**
Gloria C. Larson	1,200	—	**		9,986	—	**
John Morton III	50,074	47,597	**		31,290	7,410	**
Daniel P. Nolan	30,597	—	**		48,511	—	**
Brian G. Shapiro	78,267	—	**
Kimberly S. Stevenson					12,044	—	**
Stephen M. Waters	46,767	15,544	**		39,138	11,704	**
Donna C. Wells	3,512	—	**		12,308	—	**
Lizabeth H. Zlatkus					7,111	—	**
Named Executive Officers (3)
Clayton G. Deutsch	885,002	—	1.06	%
Margaret W. Chambers					129,244	19,100	**
Clayton G. Deutsch***					738,566	—	**
Corey A. Griffin	5,944	—	**		47,068	—	**
David J. Kaye	108,506	27,740	**		129,985	20,240	**
Peter J. Raimondi	780,045	—	**
Mark D. Thompson	481,154	66,790	**
All Current Directors, Nominees and Executive Officers as a Group (17 Persons) (4)	2,877,541	269,243	3.79	%
George G. Schwartz					124,129	42,810	**
All Current Directors, Nominees and Executive Officers as a Group (18 Persons) (4)					1,594,608	141,416	2.07	%



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
	(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(Set forth the amount on which the filing fee is calculated and state how it was determined):


¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:


	Age	Director Since	Independent	Age	Director Since	Independent
Board Nominees
Clayton G. Deutsch	59	2010	NO	61	2010	NO
Mark F. Furlong				59	2016	YES
Joseph C. Guyaux				66	2016	YES
Deborah F. Kuenstner	56	2007	YES	58	2007	YES
Gloria C. Larson	64	2015	YES	66	2015	YES
John Morton III	71	2008	YES	73	2008	YES
Daniel P. Nolan	62	2014	YES	64	2014	YES
Brian G. Shapiro	61	2014	YES
Mark D. Thompson	58	Nominee	NO
Kimberly S. Stevenson				54	2015	YES
Stephen M. Waters, Chairman of the Board	68	2004	YES	70	2004	YES
Donna C. Wells	53	2014	YES	55	2014	YES
Lizabeth H. Zlatkus				58	2015	YES


*	Unless otherwise indicated, the address is c/o Boston Private Financial Holdings, Inc., Ten Post Office Square, Boston, MA 02109.


(1)	Percentages held by executive officers and ~~Directors~~directors individually and as a group are calculated on the basis of ~~83,120,436~~83,829,378 shares of common stock outstanding as of ~~March 4, 2015.~~January 30, 2017.


(4)	Includes 146,584 shares of common stock and 29,499 exercisable options held by ~~all of~~ the Company’s current executive officers ~~and Directors.~~not identified on this table.



	2014 Targeted Performance Levels	2014 Actual Performance Levels and Weighted Funding
	Target	Result	Weighted Funding*
I. Primary Financial Metrics (50% overall weighting)
ROACE	11.0%	10.6%	27%
GAAP Net Income ($millions)	$66	$69	24%

II. Secondary Financial Metrics (50% overall weighting)
Fee Revenue Growth (year-over-year)	9%	13%	22%
Total Revenue Growth (year-over-year)	4%	7%	16%
Tier 1 Common Ratio (Minimum)	9.2%	9.8%	4%
Efficiency Ratio	66%	67%	4%
AUM Net Flows ($ in millions)	$935	($348)	—%
Deposit Growth (YTD Avg.)	7%	10%	14%
Loan Growth (YTD Avg.)	6%	6%	5%
Total Scorecard Funding Level (% of Target)			116%
Discretionary Factor Applied: +/- 20% (-6% applied)			(6)%
Final Funding Level (with discretionary factor)			110%


~~(1)~~	~~Mr. Griffin and Mr. Raimondi were not employed in 2012 and therefore did not participate in the 2012-2014 Performance Share cycle.~~


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:


1.	~~Primary Metric: Average~~Absolute Measure: Three-year average ROACE ~~of 12%~~targeted at 10.5% over the ~~2014-2016~~2016-2018 time ~~frame. The goal was based on achieving a top-quartile ranking relative to industry analyst expectations for our peer group.~~frame:


	2014 Awards										2016 Awards
		Time-Based Restricted Stock			Performance-Based Restricted Stock							Time-Based Restricted Stock			Performance-Based Restricted Stock
Executive	Grant Date	Number of Stock Awards	Grant Date Fair Value (1)		Target Number of Shares Granted	Grant Date Fair Value: Target (1)		Maximum Number of Shares Potentially Earned (2)	Grant Date Fair Value: Maximum (1)		Grant Date	Number of Stock Awards	Grant Date Fair Value (1)		Target Number of Shares Granted	Grant Date Fair Value: Target (1)		Maximum Number of Shares Potentially Earned (2)	Grant Date Fair Value: Maximum (1)
C. Deutsch	5/15/2014	30,090	$	361,381	45,134	$	542,059	81,241	$	975,704	5/13/2016	35,777	$	417,518	53,666	$	626,282	107,332	$	1,252,564
	12/17/2014	60,883	800,003		91,324	1,199,997		164,383	2,159,993
D. Kaye	5/15/2014	9,474	113,783		14,211	170,674		25,579	307,204		5/13/2016	11,263	131,439		16,895	197,165		33,790	394,329
M. Thompson	5/15/2014	16,345	196,303		24,518	294,461		44,132	530,025
C. Griffin	5/15/2014	5,944	71,387		8,916	107,081		16,048	192,736		5/13/2016	14,134	164,944		21,201	247,416		42,402	494,831
	8/15/2014	33,200	400,060		—	—		—	—
P. Raimondi	10/2/2014	99,657	1,243,719		—	—		—	—
G. Schwartz											5/13/2016	13,074	152,574		19,611	228,860		39,222	457,721
M. Chambers											5/13/2016	9,541	111,343		14,311	167,009		28,622	334,019


(1)	Based upon the closing ~~prices~~price on May ~~15, 2014~~13, 2016 of ~~$12.01, August 15, 2014 of $12.05, October 2, 2014 of $12.48 and December 17, 2014 of $13.14, respectively.~~$11.67.


(2)	Maximum shares potentially earned are equal to ~~180%~~200% of the target performance shares granted.


(a)	(b)	(c)				(d)			(e)			(f)		(g)			(h)		(b)	(c)			(d)		(e)			(f)		(g)			(h)
Name and Principal Position	Year	Salary ($)				Bonus ($)			Stock Awards Grant Date Fair Value ($)(4)			Non-Equity Incentive Plan Compensation ($)(7)		All Other Compensation ($)			Total ($)		Year	Salary ($)			Bonus ($)		Stock Awards Grant Date Fair Value ($)(3)			Non-Equity Incentive Plan Compensation ($)(6)		All Other Compensation ($)			Total ($)
Clayton G. Deutsch	2014	$	675,000			$	—		$	2,903,440	(5),(6)	$	928,100	$	180,392	(8)	$	4,686,932	2016	$	675,000		$	—	$	1,043,800	(4)	$	607,500	$	115,848	(7)	$	2,442,148
CEO and President	2013	675,000				—			1,036,700			843,800		176,161			2,731,661		2015	675,000			—		1,015,681			472,500		135,834			2,299,015
	2012	675,000				—			933,109			780,500		95,226			2,483,835
CEO and President																			2014	675,000			—		2,903,440		(5)	928,100		180,392			4,686,932

David J. Kaye	2014	425,000				—			284,457		(5)	467,500		40,660		(8)	1,217,617		2016	425,000			—		328,604		(4)	365,000		38,302		(7)	1,156,906
Executive Vice President, Treasurer and Chief Financial Officer	2013	425,000				—			304,516			425,000		39,905			1,194,421
	2012	425,000				33,333		(2)	259,192			393,125		26,470			1,137,120

Mark D. Thompson	2014	730,000				—			490,764		(5)	550,000		140,128		(8)	1,910,892
CEO and President, Boston Private Bank & Trust Company	2013	730,000				—			505,808			528,000		117,590			1,881,398
	2012	730,000				—			460,799			516,500		80,159			1,787,458
Executive Vice President, Chief Financial and Administrative Officer																			2015	425,000			—		316,294			238,000		38,738			1,018,032
																			2014	425,000			—		284,457			467,500		40,660			1,217,617

Corey A. Griffin	2014	263,077		(1	)	—			578,528		(5)	440,000		266,133		(8)	1,547,738		2016	400,000			—		412,360		(4)	300,000		27,950		(7)	1,140,310
Executive Vice President and Director of Corporate Development & Wealth Management Strategy

CEO – Wealth Management and Trust Segment; and Executive Vice President																			2015	400,000			—		297,388			224,000		27,950			949,338
																			2014	263,077		(1)	—		578,528			440,000		266,133		(1)	1,547,738

Peter J. Raimondi	2014	140,768		(1	)	106,000		(3)	1,243,719		(5)	N/A		—		(8)	1,490,487
CEO of Boston Private Wealth
George G. Schwartz																			2016	383,039		(2)	—		381,434		(4)	345,000		42,446		(7)	1,151,919
President, Boston Private Bank & Trust Company, CEO – Private Banking Segment

Margaret W. Chambers																			2016	360,000			—		278,352		(4)	288,000		39,389		(7)	965,741
Executive Vice President, General Counsel and Corporate Secretary																			2015	360,000			—		267,146			201,600		38,330			867,076
																			2014	360,000			—		240,920			396,000		40,169			1,037,089



(1)	Mr. Griffin’s and Mr. Raimondi’s salaries reflect partial year salaries based on their respective hire dates.					Mr. Griffin’s 2014 salary reflects partial year salary based on his hire date, and all other compensation in 2014 includes compensation earned as a Consultant for the Company prior to his employment.

(2)	In 2009, Mr. Kaye received a retention bonus of $100,000, vesting over a three-year period. This amount reflects the amount earned in the last year of the vesting period.					Mr. Schwartz’s salary increased from $355,000 to $400,000 during the year. The amount reflected represents actual salary paid to Mr. Schwartz in 2016.

(3)	This amount reflects Mr. Raimondi’s 2014 discretionary bonus based on a pro-rated period from October 2, 2014 to December 31, 2014.					The amounts in column (e) reflect the grant date fair value of the equity awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”) pursuant to the 2009 Amended and Restated Stock Option and Incentive Plan. Information about the assumptions used to value these awards can be found in Part II. Item 8. “Financial Statements and Supplementary Data - Note 18: Employee Benefits” of the Company’s 2016 Annual Report on Form 10-K.

(4)	The amounts in column (e) reflect the grant date fair value of the equity awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”) pursuant to the 2009 Amended and Restated Stock Option and Incentive Plan. Information about the assumptions used to value these awards can be found in Part II. Item 8. “Financial Statements and Supplementary Data - Note 18: Employee Benefits” of the Company’s 2014 Annual Report on Form 10-K.					2016 Stock Awards Grant Date Fair Value data includes performance shares which could, based on performance, result in the earn-out of additional shares for above target outperformance (and an increase in the grant date fair value, based on the incremental shares earned, using the original $11.67 price):
						NEO	Target performance shares granted	Maximum shares potentially earned	Increase in grant date fair value based on incremental shares that may be earned at maximum performance level
(5)	2014 Stock Awards Grant Date Fair Value data includes performance shares which could, based on performance, result in the earn-out of additional shares for above target outperformance (and an increase in the grant date fair value, based on the incremental shares earned, using the original $12.01 price):
	NEO	Target performance shares granted	Maximum shares potentially earned	Increase in grant date fair value based on incremental shares that may be earned at maximum performance level		Clayton G. Deutsch	53,666	107,332	$	626,282
	Clayton G. Deutsch	45,134	81,241	$	433,645	David J. Kaye	16,895	33,790	197,165
	David J. Kaye	14,211	25,579	136,530		Corey A. Griffin	21,201	42,402	247,416
	Mark D. Thompson	24,518	44,132	235,564		George G. Schwartz	19,611	39,222	228,860
	Corey A. Griffin	8,916	16,048	85,655		Margaret W. Chambers	14,311	28,622	167,009
	Peter J. Raimondi	—	—	—


(a)	(b)		(c)		(d)		(e)		(f)	(g)	(h)	(i)		(j)		(k)			(l)			(b)		(c)			(d)			(e)			(f)			(g)			(h)		(i)	(j)	(k)		(l)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units #		All Other Option Awards Number of Securities Underlying Options #		Exercise or Base Price of Option Awards ($/share)			Grant Date Fair Value of Stock and Option Awards ($)(3)					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)								All Other Stock Awards: Number of Shares of Stock or Units #	All Other Option Awards Number of Securities Underlying Options #	Exercise or Base Price of Option Awards ($/share)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date	Grant Approved Date	Threshold $		Target $		Maximum $		Threshold #	Target #	Maximum #					Exercise or Base Price of Option Awards ($/share)		Grant Date	Grant Date Fair Value of Stock and Option Awards ($)(3)			Grant Approved Date	Threshold $			Target $			Maximum $			Threshold #		Target #			Maximum #						Exercise or Base Price of Option Awards ($/share)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Clayton G. Deutsch	5/15/2014	4/16/2014							22,567	45,134	81,241		30,090		—		$	—		$	903,440		5/13/2016	1/26/2016											13,416			53,666		107,332		35,777	—	$	—	$	1,043,800
	12/17/2014								45,662	91,324	164,383	60,883		—		—			2,000,000			2016		$	421,875		$	843,750		$	1,687,500
	2014		$	421,875	$	843,750	$	1,687,500
David J. Kaye	5/15/2014	4/15/2014							7,105	14,211	25,579	9,474		—		—			284,457			5/13/2016	4/19/2016										4,223			16,895			33,790		11,263	—	—		328,604
	2014		212,500		425,000		850,000															2016		212,500			425,000			850,000
Mark D. Thompson	5/15/2014	4/15/2014							12,259	24,518	44,132	16,345		—		—			490,764
	2014		250,000		500,000		1,000,000
Corey A. Griffin	5/15/2014	4/15/2014							4,458	8,916	16,048	5,944		—		—			178,468			5/13/2016	4/19/2016										5,300			21,201			42,402		14,134	—	—	��	412,360
	8/15/2014								—	—	—	33,200		—		—			400,060			2016		200,000			400,000			800,000
George G. Schwartz																						5/13/2016	4/19/2016										4,902			19,611			39,222		13,074	—	—		381,434
	2014		200,000		400,000		800,000															2016		200,000			400,000			800,000
Peter J. Raimondi	10/2/2014								—	—	—	99,657		—		—			1,243,719

Margaret W. Chambers																						5/13/2016	4/19/2016										3,577			14,311			28,622		9,541	—	—		278,352
																						2016		180,000			360,000			720,000


(1)	The amounts shown in column (c) reflect the minimum threshold payment levels, which are 50% of the target amount shown in column (d). The amount shown in column (e) is 200% of the target amount shown in column (d), as may be awarded under the Company’s Executive Bonus Plan.



(15)	2013 Stock Awards include performance shares which could, based on performance for the 2013 - 2015 performance period, result in the earn-out of additional shares for above target outperformance as set forth below.
	NEO	Target performance shares granted	Maximum shares potentially earned
	Clayton G. Deutsch	63,085	113,553
	David J. Kaye	18,530	33,354
	Mark D. Thompson	30,779	55,402



(16)	2012 Stock Awards include performance shares which could, based on performance for the 2012 - 2014 performance period, result in the earn-out of additional shares for above target outperformance as set forth below. Note: The Committee met on March 10, 2015 and determined the final shares earned at 67% of target performance shares granted.
	NEO	Target performance shares granted	Maximum shares potentially earned
	Clayton G. Deutsch	61,864	111,355
	David J. Kaye	17,184	30,931
	Mark D. Thompson	30,550	54,990


(a)	(b)	(c)	(d)	(e)	(b)	(c)	(d)	(e)
Name	Number of Shares Acquired on Exercise # (1)	Value Realized on Exercise $	Number of Shares Acquired on Vesting # (1) (2)	Value Realized on Vesting $ (2) (3)	Number of Shares Acquired on Exercise # (1)	Value Realized on Exercise $	Number of Shares Acquired on Vesting # (1) (2)	Value Realized on Vesting $ (2)
Clayton G. Deutsch	—	$—	173,530	$2,157,050	—	$—	42,057	$490,805
David J. Kaye	—	—	15,935	196,479	7,500	23,555	12,354	144,171
Mark D. Thompson	—	—	49,850	662,507
Corey A. Griffin	—	—	—	—	—	—	—	—
Peter J. Raimondi	—	—	—	—
George G. Schwartz					10,000	80,766	9,346	109,068
Margaret W. Chambers					—	—	11,215	130,879


(1)	All securities issued under the Company’s 2004 Stock Option and Incentive Plan, the Company’s 2009 Amended and Restated Stock Option and Incentive Plan, or the Company’s 2010 Inducement Stock Plan.					All securities issued under the Company’s 2009 Amended and Restated Stock Option and Incentive Plan.

(2)	The number and value realized of shares acquired on vesting in 2014 includes the following time-restricted shares with fair value at the vest date, using the close price on the vest date, as listed below.					The number and value realized of shares acquired on vesting in 2016 includes the following time-restricted shares with fair value at the vest date, using the closing price on the vest date, as listed below.
	NEO	Total shares granted	Weighted Average Vest Date Fair Value per Share	Value realized on vesting, based on total shares granted		NEO	Total shares granted	Weighted Average Vest Date Fair Value per Share	Value realized on vesting, based on total shares granted
	Clayton G. Deutsch	173,530	$12.43	$	2,157,050	Clayton G. Deutsch	42,057	$11.67	$	490,805
	David J. Kaye	15,935	12.33	196,479		David J. Kaye	12,354	11.67	144,171
	Mark D. Thompson	49,850	13.29	662,507		Corey A. Griffin (a)	—		—
	Corey A. Griffin	—	—	—		George G. Schwartz	9,346	11.67	109,068
	Peter J. Raimondi	—	—	—		Margaret W. Chambers	11,215	11.67	130,879


(a)	(b)		(c)		(d)		(e)		(f)		(b)		(c)		(d)		(e)		(f)
Name	Executive Contributions in Last FY $		Registrant Contributions in Last FY $		Aggregate Earnings in Last FY $		Aggregate Withdrawals/ Distributions $		Aggregate Balance at Last FYE $(1)		Executive Contributions in Last FY $		Registrant Contributions in Last FY $		Aggregate Earnings in Last FY $		Aggregate Withdrawals/ Distributions $		Aggregate Balance at Last FYE $(1)
Mark D. Thompson	$	—	$	—	$	6,333	$	—	$	70,554
George G. Schwartz											$	—	$	—	$	121,444	$	—	$	1,262,208


Name	Payment/Benefit	Termination without Cause/for Good Reason		Termination due to death or disability		Change-in-Control (no termination)		Termination without Cause/for Good Reason in connection with a Change-in-Control (6)		Payment/Benefit	Termination without Cause/for Good Reason		Termination due to death or disability (4)		Change-in-Control (no termination)		Termination without Cause/for Good Reason in connection with a Change-in-Control (5)
Clayton G. Deutsch	Cash Severance	$	3,037,500	$	—	$	—	$	3,037,500	Cash Severance	$	3,037,500	$	—	$	—	$	3,037,500
	Pro-Rated Bonus	—		843,750		—		—		Pro-Rated Bonus	—		843,750		—		—
	Accelerated Vesting of Equity (1)	3,784,428		5,244,000		—		5,244,000		Accelerated Vesting of Equity (1)	3,844,581		4,945,388		—		4,945,388
	Benefits (3)	39,238		—		—		39,238		Benefits (2)	42,074		—		—		42,074
	Fringe Benefits (maximum annual cap)	65,000		—		—		65,000		Fringe Benefits (maximum annual cap)	65,000		—		—		65,000
	Total	$	6,926,166	$	6,087,750	$	—	$	8,385,738	Total	$	6,989,155	$	5,789,138	$	—	$	8,089,962

David J. Kaye	Cash Severance	$	850,000	$	—	$	—	$	2,133,854	Cash Severance	$	425,000	$	—	$	—	$	1,954,583
	Pro-Rated Bonus	—		—		—		467,500		Pro-Rated Bonus	365,000		—		—		365,000
	Accelerated Vesting of Equity (2), (4)	629,362		825,950		—		825,950		Accelerated Vesting of Equity (1), (3)	668,188		912,560		—		912,560
	Benefits (3)	—		—		—		43,445		Benefits (2)	—		—		—		59,377
	Fringe Benefits (maximum annual cap)	20,000		—		—		20,000		Fringe Benefits (maximum annual cap)	20,000		—		—		20,000
	Total	$	1,499,362	$	825,950	$	—	$	3,490,749	Total	$	1,478,188	$	912,560	$	—	$	3,311,520

Mark D. Thompson	Cash Severance (5)	$	2,000,000	$	—	$	—	$	2,000,000
	Pro-Rated Bonus	—		550,000		—		—
	Accelerated Vesting of Equity (2), (4)	2,096,130		2,767,090		—		2,767,090
	Benefits (3)	35,407		—		—		35,407
	Fringe Benefit (maximum annual cap)	40,000		—		—		40,000
	Total	$	4,171,537	$	3,317,090	$	—	$	4,842,497
George G. Schwartz										Cash Severance	$	400,000	$	—	$	—	$	1,786,500
										Pro-Rated Bonus	345,000		—		—		345,000
										Accelerated Vesting of Equity (1), (3)	525,643		768,605		—		768,605
										Benefits (2)	—		—		—		59,377
										Fringe Benefits (maximum annual cap)	20,000		—		—		20,000
										Total	$	1,290,643	$	768,605	$	—	$	2,979,482

Peter J. Raimondi	Cash Severance	$	1,200,000	$	—	$	—	$	1,200,000
	Pro-Rated Bonus (8)	106,000		—		—		106,000
	Accelerated Vesting of Equity (7)	1,342,380		—		—		1,342,380
	Benefits (3)	30,027		—		—		30,027
	Fringe Benefit (maximum annual cap)	20,000		—		—		20,000
	Total	$	2,698,407	$	—	$	—	$	2,698,407
Margaret W. Chambers										Cash Severance	$	360,000	$	—	$	—	$	1,638,000
										Pro-Rated Bonus	288,000		—		—		288,000
										Accelerated Vesting of Equity (1), (3)	565,400		772,219		—		772,219
										Benefits (2)	—		—		—		59,377
										Fringe Benefits (maximum annual cap)	20,000		—		—		20,000
										Total	$	1,233,400	$	772,219	$	—	$	2,777,596


(2)	Health and dental continuation for two years for Mr. Deutsch and two and a half years for Mr. Kaye, Mr. Schwartz and Ms. Chambers using premium rates at January 1, 2017.


(3)	Performance shares pro-rated based on grant date for each performance/vesting cycle. Beginning with 2011 grants, time-based restricted stock is pro-rated (not fully accelerated) upon termination without cause/for good reason and fully accelerated in a change-in-control ~~termination.~~


~~(3)~~	~~Health and dental continuation for two years using premium rates at December 31, 2014.~~termination assuming grants not assumed or replaced.


(5)	~~Benefit is based on “bonus eligible base salary” of $500,000 plus target bonus of 100%.~~


~~(6)~~	Triggering termination of employment includes a termination in connection with a “terminating event,” as defined in the applicable ~~Change-in-Control Agreement~~change-in-control agreement for each of Mr. ~~Kaye.~~Kaye, Mr. Schwartz and Ms. Chambers.


(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Name and Principal Position	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and NQ Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)		Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and NQ Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Board of Directors
Herbert S. Alexander (2)	2014	$	55,000	$	72,313	$	—	$	—	$	—	$	—	$	127,313
Eugene S. Colangelo (3)	2014	29,500		30,313		—		—		—		—		59,813
Lynn Thompson Hoffman	2014	66,000		61,313		—		—		—		—		127,313
Mark Furlong (1)																2016	$	5,543	$	5,543	$	—	$	—	$	—	$	—	$	11,086
Joseph Guyaux (1)																2016	5,543		5,543		—		—		—		—		11,086
Deborah F. Kuenstner	2014	61,000		72,313		—		—		—		—		133,313		2016	36,500		90,000		—		—		—		—		126,500
Gloria C. Larson																2016	60,000		60,000		—		—		—		—		120,000
John Morton III	2014	75,000		52,500		—		—		—		—		127,500		2016	57,750		68,750		—		—		—		—		126,500
Daniel P. Nolan	2014	—		60,000		—		—		—		—		60,000		2016	—		126,500		—		—		—		—		126,500
Brian G. Shapiro ~~(4)~~(2)	2014	30,000		31,500		—		—		—		—		61,500		2016	31,500		30,000		—		—		—		—		61,500
William J. Shea (5)	2014	13,968		45,409		—		—		—		—		59,377
Dr. Allen L. Sinai	2014	37,500		29,813		—		—		—		—		67,313
Stephen M. Waters (6)	2014	85,000		86,313		—		—		—		—		171,313
Kimberly S. Stevenson																2016	—		125,000		—		—		—		—		125,000
Stephen M. Waters (3)																2016	85,000		85,000		—		—		—		—		170,000
Donna C. Wells	2014	18,424		18,424		—		—		—		—		36,848		2016	60,000		60,000		—		—		—		—		120,000
Lizabeth H. Zlatkus																2016	55,000		65,000		—		—		—		—		120,000