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o | Preliminary Proxy Statement | ||||
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| ý | Definitive Proxy Statement | ||||
o | Definitive Additional Materials | ||||
o | Soliciting Material | ||||
| Brookline Bancorp, Inc. | |||||
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ý | No fee required. | ||||
o | $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). | ||||
o | $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i) | ||||
) | Title of each class of securities to which transaction applies: | ||||
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| o | Fee paid previously with preliminary materials. | ||||
| o | 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. | ||||
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| Sincerely, | ||
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Paul A. Perrault | ||
President and Chief Executive Officer |
Proposal 1: Election of Directors www.proxyvote.com confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card. stock in street name. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you are receiving multiple copies of our Notice of Annual Meeting, you may be able to request householding by contacting your broker, bank or other nominee. public relations, non-profit account management, and community relations. Ms. Boles Fitzgerald was on the Board of Directors of Associated Grant Makers from 1993 to 1999 and served as Chair from 1995 to 1999. and as the chief executive officer of several banks provides him with a unique perspective on the direct oversight of specific areas of the Joseph J. Slotnik Audit Committee. The Audit Committee is responsible for duties including the following: (i) reviewing the scope of the proposed audit, including the adequacy of staffing; (ii) discussing the contents of our audited financial statements with management and the independent auditor; (iii) appointing, compensating, evaluating, overseeing and/or replacing the independent registered public accounting firm; (iv) pre-approving the scope of services provided by and fees paid to the independent registered public accounting firm for audit, audit-related and permitted non-audit-related services; executive officer, principal financial officer, principal accounting officer or controller, or individuals performing similar functions. The Company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, which is available on the BlackRock, Inc.(1) 55 East 52nd Street New York NY 10055 The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 Dimensional Fund Advisors LP(3) Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 Carl M. Carlson David C. Chapin James M. Cosman John J. Doyle, Jr. Margaret Boles Fitzgerald John A. Hackett John L. Hall II Thomas J. Hollister Mark J. Meiklejohn Bogdan Nowak Charles H. Peck John M. Pereira Paul A. Perrault M. Robert Rose Merrill W. Sherman Joseph J. Slotnik Rosamond B. Vaule Peter O. Wilde Directors and Officers as a Group (18 persons) David C. Chapin John J. Doyle, Jr. Margaret Boles Fitzgerald John A. Hackett John L. Hall, II Thomas J. Hollister Bogdan Nowak Charles H. Peck John M. Pereira (5) Merrill W. Sherman Joseph J. Slotnik Rosamond B. Vaule Peter O. Wilde Annual Retainer Chairman of the Board Chairman of the Audit Committee Chairman of the Credit Committee Chairman of the Risk Committee Carl M. Carlson Michael W. McCurdy Mark J. Meiklejohn M. Robert Rose independent in accordance with the NASDAQ rules. of the Company and that it helps to support and promote a culture that recognizes and rewards the individuals, behaviors, and results that the Company and stockholders value. Beneficial Bancorp, Inc. Berkshire Hills Bancorp, Inc. Community Bank Systems, Inc. Customers Bancorp, Inc. Dime Community Bancshares, Inc. Eagle Bancorp, Inc. First Commonwealth Financial Corporation Flushing Financial Corporation Independent Bank Corp. Island and the President and Chief Executive Officer of Brookline Bank. Please see the "Payment of Short-Term Incentives" section, below, for a more robust description of the Company's financial performance in 2018. Rhode Island in the amount of The maximum statutory limit in 2018 was $6,000. lifetime. This benefit is payable upon the later of Mr. Officers. director John A. Hackett. the Employee Retirement Income Security Act of 1974, as amended. The Company pays As a result, the Compensation Committee decided to maintain the general approach to executive compensation and made no significant changes to the Company's executive compensation program. The Compensation Committee and Board of Directors continue to monitor the Company's executive compensation program to ensure it aligns the interests of the Company's executive officers with the interests of stockholders and will endeavor to address any stockholder concerns that may be expressed in future votes. Paul A Perrault President, Chief Executive Officer and Director Carl M. Carlson(11) Chief Financial Officer Mark J. Meiklejohn President and Chief Executive Officer Bank Rhode Island M. Robert Rose Chief Credit Officer James M. Cosman Chief Operations Officer Paul A. Perrault Carl M. Carlson Mark J. Meiklejohn M. Robert Rose James M. Cosman End – 2018 Paul A. Perrault Carl M. Carlson Mark J. Meiklejohn M. Robert Rose James M. Cosman Paul A. Perrault Carl M. Carlson Mark J. Meiklejohn M. Robert Rose James M. Cosman Paul A. Perrault Carl M. Carlson Mark J. Meiklejohn M. Robert Rose James M. Cosman Change-in-Control Agreements. The Company, including its subsidiaries, has entered into change in control agreements (the Assuming the employment of the Named Officers were to be terminated under the circumstances listed below, each as of December 31, Paul A Perrault Employment Agreement Severance Equity(1) Perquisites/Benefits(2) Tax Reimbursment Other(3) Total Carl M. Carlson Change in Control Agreement Severance Equity(1) Perquisites/Benefits(2) Tax Reimbursment Other Total Mark J. Meiklejohn Employment Agreement and Change in Control Agreement Severance Equity(1) Perquisites/Benefits(2) Tax Reimbursment Other Total M. Robert Rose Change in Control Agreement Severance Equity(1) Perquisites/Benefits(2) Tax Reimbursment Other Total James M. Cosman Change in Control Agreement Severance Equity(1) Perquisites/Benefits(2) Tax Reimbursment Other Total 2019. Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4)
Boston, Massachusetts 0211620162019 ANNUAL MEETING OF STOCKHOLDERS20162019 Annual Meeting of Stockholders (the "Annual Meeting") of Brookline Bancorp, Inc. (the "Company") to be held on Wednesday, May 4, 201615, 2019 at 11:00 a.m., Eastern Time, at The Charles Hotel, One Bennett Street, Cambridge, Massachusetts 02138, for the following purposes, as more fully described in the Company'sattached proxy statement (the "Proxy Statement"“Proxy Statement”):1.To elect the five nominees named in the Proxy Statement, each to serve for a three-year term and until their respective successors are duly elected and qualified;2.To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016;3.To hold a non-binding advisory vote on the compensation of our named executive officers; and4.To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.Proposal Board Recommendation 1. To elect the five nominees named in the Proxy Statement, each to serve for a three-year term and until their respective successors are duly elected and qualified; For each nominee 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; For 3. To hold a non-binding advisory vote on the compensation of our named executive officers ("say on pay"); For 4. March 24, 2016,April 5, 2019, we will send to our stockholders (other than those who have previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement, our 20152018 Annual Report on Form 10-K, and our Annual Letter from the President and Chief Executive Officer along with instructions on how to vote via the Internet or by telephone. Commencing ten days after the issuance of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.10, 201622, 2019 are entitled to receive notice of, to attend, and to vote at the Annual Meeting. In accordance with Delaware law, for ten days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116. The list will also be available at the Annual Meeting."General Information"“General Information” section of the Proxy Statement for additional information.Sincerely, 
Boston, Massachusetts April 5, 2019 Sincerely,Page 
Michael W. McCurdyGeneral Counsel and SecretaryBoston, MassachusettsMarch 24, 2016Table of ContentsPageGeneral Information1 5 9 16 20 22 24 33 Audit Committee Report 42 43 45 46 46 Miscellaneous2016sentmailed to stockholders of record of Brookline Bancorp, Inc. (the "Company") on March 24, 2016April 5, 2019 in connection with the solicitation of proxies for the 20162019 Annual Meeting of Stockholders (the "Annual Meeting").Stockholders. Commencing ten days after the issuancemailing of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.20152018 are available on our website at www.brooklinebancorp.com/proxy. Printed copies of these documents may be obtained by contacting the Company'sCompany’s Transfer Agent, American Stock Transfer and Trust Company LLC.Broadridge Corporate Issuer Solutions. Please have your proxy card available when you contact our transfer agent.Transfer Agent. Contact information for the Company'sCompany’s Transfer Agent is as follows:•1-800-776-9962 in the United States or 1-718-921-8562 internationally.•info@amstock.com.•www.amstock.com/proxyservices/requestmaterials.asp.4, 201615, 2019 at The Charles Hotel, One Bennett Street, Cambridge, Massachusetts 02138, at 11:00 ama.m. Eastern Time.1.To elect the five nominees named in the Proxy Statement, each to serve for a three-year term and until their respective successors are duly elected and qualified;2.Proposal Board Recommendation 1. To elect the five nominees named in the Proxy Statement, each to serve for a three-year term and until their respective successors are duly elected and qualified; For each nominee 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; For 3. To hold a non-binding advisory vote on the compensation of our named executive officers ("say on pay"); For 4. 3.To hold a non-binding advisory vote on the compensation of our named executive officers; and4.To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.Company'sCompany’s common stock has one vote on each matter. As of March 10, 201622, 2019 (the "Record Date"“Record Date”), there were 70,882,91580,157,147 shares of the Company'sCompany’s common stock issued and outstanding. Only those stockholders of record as of the close of business on the Record Date are entitled to receive notice of and vote at the Annual Meeting."broker non-votes"“broker non-votes” (i.e., shares represented at the meeting held by brokers, as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which, on one or more but not all matters, the broker does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.Board.Company's Board of Directors (the "Board"). Within 90 days after the date of certification of the election results, the Board of Directors will determine whether to accept or reject such director'sdirector’s offer to resign."FOR"“FOR” and "AGAINST"“AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal.Proposals 1, 2, or 3. If you "abstain"“abstain” from voting for Proposals 1, 2, or 3, it will have the same effect as if your vote was not cast with respect to each such proposal, and this will have no effect on the outcome. A broker non-vote will have no effect on the outcome of Proposals 1, 2, or 3.Meeting.Meeting. If you are a stockholder of record and attend the Annual Meeting, you may vote in person at the meeting. If your shares of common stock are held in street name and you wish to vote in person at the meeting, you will need to obtain a legal proxy from the broker, bank or other nominee that holds your shares of common stock of record.Stockholder.Stockholder. If you hold your shares of common stock in your own name as a holder of record with our transfer agent, American Stock Transfer & Trust Company,Broadridge Corporate Issuer Solutions, you may instruct the proxy holders named in the proxy card how to vote your shares of common stock in one of the following ways:Internet.Internet. You may vote via the Internet by following the instructions on your proxy card. The website for Internet voting is printed on your proxy card. Please have your proxy card in hand. Internet voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 3, 2016.14, 2019. You will receive a series of instructions that will allow you to vote your shares of common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card.
••Telephone.Telephone. You may vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 3, 2016.14, 2019. When you call, please have your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of common stock. You will also be given the opportunity toMail.Mail. If you would like to vote by mail, upon receipt of the proxy card, please mark, sign and date your proxy card and return it promptly to our transfer agent, American Stock Transfer & Trust Company,Broadridge Corporate Issuer Solutions, in the postage-paid envelope provided.Name.Name. If your shares of common stock are held by a broker, a bank, or other nominee in street name,"street name", you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.stockholder'sstockholder’s instructions.proxy statement.Proxy Statement. If any other matters not described in the proxy statementProxy Statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders.
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••"householding,"“householding,” is intended to reduce the volume of duplicate information stockholders receive and also reduce our printing and postage costs. Under applicable law, if you consented or were deemed to have consented, your broker, bank or other nominee may send one copy of our Notice of Annual Meeting to your address for all residents that own shares of commonAmerican Stock Transfer & Trust Company,Broadridge Corporate Issuer Solutions, who will serve as inspector of elections, and publishedelection, and filed with the Securities Exchange Commission ("SEC"(“SEC”) on a Form 8-K within four business days following the completion of the Annual Meeting.Company'sCompany’s proxy materials for the Annual Meeting on the Internet?Company'sCompany’s proxy materials are available on the Company'sCompany’s website at www.brooklinebancorp.com. Additional information regarding the Company and its subsidiaries, Bank Rhode Island, Brookline Bank, and First Ipswich Bank, can be found at the following websites: www.bankri.com, www.brooklinebank.com, www.firstipswich.com.Company's Board of Directors (the "Board" or the "Board of Directors") currently consists of fourteen directors. All of the Company'sCompany’s directors are independent under the current listing standards of the NASDAQ Stock Market LLC, except for Mr. Perrault, who currently serves as President and Chief Executive Officer of the Company, and Charles H. Peck, who previously served as an executive officer at a subsidiary of the Company and currently serves as a consultant to the Company. Five directors will be elected at the Annual Meeting to serve for a three-year term and until their respective successors have been duly elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy. and Rosamond B. Vaule for election as directors, each of whom has agreed to serve if so elected. Please refer to the sections entitled "NomineesNominees for Director"Director and "StockStock Ownership of Directors and Management"Management for additional information regarding the nominees.Company'sCompany’s Nominating and Governance Committee and the Board of Directors that such person should serve as a director of the Company. The biographical description below for each director who is not standing for election includes the specific experience, qualifications, attributes and skills that the Company'sCompany’s Nominating and Governance Committee and the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. The Company'sCompany’s Nominating and Governance Committee and the Board of Directors did not currently evaluate whether these directors should serve as directors, as the terms for which they have been previously elected continue beyond the Annual Meeting.person'sperson’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to the Company and its stockholders.Company'sCompany’s directors currently serves as a director of Brookline Bank. Mr. Perrault also serves as a director of Bank Rhode Island and First Ipswich Bank. Terms. Ms. Chang is the chef, co-owner, and founder of Flour, a bakery and café with several locations throughout Boston, Massachusetts, as well as Myers + Chang, an Asian fusion restaurant that she co-owns with her husband, also located in Boston. Ms. Chang is an author, television personality, and philanthropist. Before becoming a chef, Ms. Chang served as a management consultant at the Monitor Group. Ms. Chang is an avid athlete, having run the Boston Marathon 15 years in a row. She is also an active member of Boston’s volunteer community. Ms. Chang graduated from Harvard College with a degree in Applied Mathematics and Economics. Ms. Chang serves on the Company's Audit Committee. We believe that Ms. Chang’s experience as an entrepreneur, her business acumen running several small businesses and her extensive knowledge of the greater Boston market provides a unique perspective to Expire in 2019the opportunities and challenges the Company encounters.a director of Thrive Wellesley, and a director of the Advisory Board of Dartmouth Hockey. As a member of the Board of Directors, Mr. Chapin serves as Chairman of the Company'sCompany’s Credit Committee and serves on the Executive Committee. Mr. Chapin is a valuable resource in evaluating and monitoring the risks associated with real estate lending, the Company'sCompany’s most significant area of activity, due to his extensive knowledge of and experience in the real estate market in which the Company originates commercial and residential mortgage loans.Company'sCompany’s Audit, Compensation, and Nominating and Governance Committees. Mr. Hackett'sHackett’s long-time service as a member of the Board of Directors of another financial institution provides him with unique and valuable insight as it relates to the oversight of the Company'sCompany’s activities.As a member of the Board of Directors, Mr. Hall serves on the Company'sCompany’s Executive and Credit Committees. Mr. Hall'sHall’s extensive experience in the commercial real estate market industry provides him with the skills and knowledge that are valuable to the Board'sBoard’s management of the Company'sCompany’s lending and business activities.directormember of Triangle, Inc., andthe Mystic Valley Elder Services where he serves as a member of the development committee. Mr. Pereira is a registered real estate broker and is a member of the Greater Boston Real Estate Board, Massachusetts Bar Association, National Association of Office and Industrial Properties, Real Estate Finance Association, Chelsea Boys and Girls Club Breakfast Club, and the Chelsea, Malden, Medford, and North Shore Chambers of Commerce. Mr. Pereira earned his Juris Doctorate degree from Boston College Law School and his Bachelor of Science degree from the University of Massachusetts, Dartmouth. Mr. Pereira is admitted to the United States Supreme Court, Massachusetts Supreme Judicial Court, United States Federal District Court, and United States Federal Court of Appeals. Mr. Pereira serves on the Company'sCompany’s Credit and Risk Committees. We believe Mr. Pereira'sPereira’s extensive experience as business owner, member of the commercial real estate community, and partner in a law firm provide him with valuable skills and experience to share with the Board in its management of the Company'sCompany’s business.Rosamond B. Vaule. Ms. Vaule is active in volunteer work for numerous educational and charitable organizations located in the Boston area, including the School"FOR"“FOR” EACH OF THE NOMINEES20172020("BHCHP"(“BHCHP”) and from 2009 through 2010 she served as Director of Alumni Communications and Stewardship at Emmanuel College. From 1995 until 2009, Ms. Boles Fitzgerald served as Executive Vice President and Director of Community Relations at Hill HolidayHolliday Advertising in Boston. From 1978 until 1995, she worked in various capacities at Hill HolidayHolliday including senior positions in media,Additionally, Ms. Boles Fitzgerald continues to work in consulting and volunteer roles with local non-profit organizations including the Museum of Fine Arts, The Salvation Army of Massachusetts Bay (State Advisory Board), Andover Newton Theological School (Board of Directors)Harvard Art Museums (American Art Advisory Committee), The Latham Centers, Cape Cod (advisor to Capital Campaign), the Roy T. Morgan Foundation (Trustee), and she serves on the Board of Overseers of Boston'sBoston’s NPR station, WBUR, as well as the Philanthropic Advisory Council of BHCHP. Additionally, she is engaged as a communications consultant and a freelance writer and editor for a number of nonprofits. Ms. Boles Fitzgerald is a graduate of Bucknell University. Ms. Boles Fitzgerald serves on the Company'sCompany’s Audit and Risk Committees. Ms. Fitzgerald'sBoles Fitzgerald’s extensive work with community service agencies, her leadership roles in nonprofitnon-profit management (governance, programmatic,program, administration, and financial), and executive experience in private foundations (local and national) provide her with valuable skills to share with the Board in its management of the Company'sCompany’s business.of Directors in January 2012 following the Company'sCompany’s acquisition of Bancorp Rhode Island, Inc. and Bank Rhode Island, where he had served as a director since 2002. Mr. Nowak is the founder and President of Rhode Island Novelty, Inc., established in 1986. Headquartered in Fall River, Massachusetts, Rhode Island Novelty, Inc. is the nation'snation’s leading importer and wholesale distributor of novelty toys. Mr. Nowak serves on the Company'sCompany’s Audit Committee and as Chair of the Compensation, and Nominating and Governance Committees. Mr. Nowak'sNowak’s experience as a successful entrepreneur, his understanding of business operations and finances, and knowledge of corporate governance matters qualify him to serve on the Board of Directors.of Directors in January 2012 following the Company'sCompany’s acquisition of Bancorp Rhode Island, Inc. and Bank Rhode Island. Ms. Sherman served as President and Chief Executive Officer of Bancorp Rhode Island, Inc. and Bank Rhode Island from 1996 until 2012. Previously, Ms. Sherman served as President and Chief Executive Officer of two other New England community banks. Ms. Sherman is very active in the Rhode Island community,community; she Chairs the Board of Directors of the Rhode Island Infrastructure Bank (a quasi-public agency that is the State's "green bank"State’s “green bank” and water finance agency), and holds leadership rolesserves as a board memberdirector of Blue Cross/Blue Shield of Rhode Island, and as a numbertrustee of prominent non-profit organizations.Johnson and Wales University. Ms. Sherman serves on the Company'sCompany’s Executive and Risk Committees. Ms. Sherman'sSherman’s years of servicesservice as the chief executive officer of several banks provide her with experience in banking and operations matters which, combined with her leadership in the Rhode Island community, provides value to the Board in its management of the Company'sCompany’s business.Company'sCompany’s Risk Committee and serves on the Company'sCompany’s Credit and Executive Committees. Mr. Wilde'sWilde’s experience as a manager and owner of several businesses provides the Board of Directors with considerable knowledge concerning the risks associated with lending to commercial companies and small businesses.20182021November 16, 2009 until April 30, 2013. From 2007 to 2009, Mr. Doyle served as the President and Chief Executive Officer of Commonwealth Cooperative Bank. From 2002 to 2007, Mr. Doyle served as the President and Chief Executive Officer of North Abington Cooperative Bank. Earlier in his career, from 1969 until 1991, Mr. Doyle was a partner at KPMG LLP. As a member of the Board, of Directors, Mr. Doyle serves on the Company'sCompany’s Audit, Compensation, and Nominating and Governance Committee. We believe thatCommittees. Mr. Doyle'sDoyle’s experience as a partner at KPMG LLP, a long-time bank consultant,Company'sCompany’s challenges and opportunities.boardBoard of the Greater Boston Chamber of Commerce and serves as an ex-officio member of the Executive Committee. He previously served as board chair of Charter One Bank, Citizens Bank of Massachusetts, Citizens Capital Corporation, The Initiative for a New Economy, and Massachusetts Community Banking Council. From 2006 to 2013, Mr. Hollister served in various capacities at Global Partners LP, an energy midstream logistics and marketing company, from which he retired as Chief Operating Officer and Chief Financial Officer in 2013. Prior to joining Global Partners, Mr. Hollister was a Vice Chairman of Citizens Financial Group, the U.S. arm of the Royal Bank of Scotland, and prior to that he served as an Executive Vice President at Bank of Boston. In addition to his board chair roles, Mr. Hollister has served on other boards including Global Partners LP, Macomber Construction Company, the Massachusetts Bankers Association, Rhode Island Hospital Trust Company, The Massachusetts Housing Investment Corporation, and Savings Bank Life Insurance of Massachusetts. As a member of the Board of Directors, Mr. Hollister serves as the Chair of the Company'sCompany’s Audit Committee and serves on the Company'sCompany’s Risk Committee and Executive Committees. Mr. Hollister provides the Board of Directors with valuable perspective on the Company'sCompany’s activities as a result of his experience as the Chief Operating Officer and Chief Financial Officer of a Fortune 500 company, the former Vice Chair of a large financial institution, and his leadership roles on the boards of several other organizations.Company'sCompany’s Credit and Executive Committees. As the former President and Senior Loan Officer of Brookline Bank for many years, Mr. Peck provides the Board of Directors with considerable knowledge about the Company'sCompany’s activities and guidance with respect to the commercial markets in which the Company operates.became Chairman and Chief Executive Officer of Brookline Bank in March 2009currently serves as President and Chief Executive Officer of the Company in April 2009. In 2011,and Chairman of Brookline Bank. From 2009 through 2016, Mr. Perrault becameserved as Chief Executive Officer of Brookline Bank. From 2011 through 2016, Mr. Perrault served as President of the Company and Chief Executive Officer of Brookline Bank. Mr. Perrault also serves as a member of the Board of Directors of First Ipswich Bank and Bank Rhode Island. During January 2009, Mr. Perrault was the Chief Executive Officer of Sovereign Bancorp, Inc. From 1990 through 2007, Mr. Perrault was President and Chief Executive Officer of Chittenden Corporation and, additionally, from 1998 through 2007, he served as Chairman of Chittenden Corporation. Mr. Perrault is a member of the Board of Trustees of Salve Regina University in Newport, Rhode Island, a member of the Board of Trustees of the Perkins School for the Blind in Watertown, Massachusetts, and a member of the Board of Directors of P.C. Construction, Inc., a large contracting company headquartered in South Burlington, Vermont. Mr. Perrault provides the Board of Directors with broad perspective on the Company'sCompany’s strategies, challenges and opportunities as a result of his role as the President and Chief Executive Officer of the Company and his long-time successful experience as the chief executive officer of a larger commercial bank.Company'sCompany’s Lead Director and was appointed Chairman of the Board of Directors of the Company in April 2011. As a memberMr. Slotnik serves as Chair of the Board of Directors, Mr. Slotnik servesExecutive Committee and as a member of the Risk Committee, and as Chair of the Executive, Compensation, and Nominating and Governance Committees. Mr. Slotnik provides valuable insight concerning the Company'sCompany’s activities based on his long-time service as an independent director of the Company and his prior experience as the managing partner of a brokerage and investment firm.Company'sCompany’s executive management in the competent and ethical operation of the Company on a day-to-day basis, and to assure that the long-term interests of the stockholders are being served. To satisfy this duty, the Board proactively establishes appropriate policypolicies to ensure that the Company is committed to success through the maintenance of the highest standards of responsibility and ethics.Company'sCompany’s Chairman of the Board of Directors. Mr. Perrault serves as the Company'sCompany’s President and Chief Executive Officer. The Chairman and the President and Chief Executive Officer work closely to ensure that the strategic goals of the Company'sCompany’s executive management team are in line with the risk and governance oversight objectives of the Board of Directors.Company'sCompany’s business and affairs, including risks facing the Company, through the composition of its Board of Directors, the role of the independent Chairman, the strong leadership of the independent directors and the independent committees of the Board of Directors, and the other corporate governance structures and processes already in place. Thirteen of the fourteen members of the Board of Directors are non-management directors, and twelve of these thirteen are independent under the rules of The NASDAQ Stock Market LLC, which we refer to as the "NASDAQ“NASDAQ rules."” All of the directors are free to suggest the inclusion of items on the agenda for meetings of the Board of Directors or raise subjects that are not on the agenda for that meeting. In addition, the Board of Directors and each committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. The Board of Directors also holds regularly scheduled executive sessions of non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. Moreover, the Audit Committee, the Compensation Committee, and the CompensationNominating and Governance Committee, each of which are comprised entirely of independent directors, also perform oversight functions independent of management.Company'sCompany’s business, (ii) theCompany'sCompany’s executive management positions, (iii) oversight of the Company'sCompany’s enterprise risk management function by the Risk Committee, and (iv) theCompany'sCompany’s business by the Audit Committee including the receipt of regular periodic reports from the Company'sCompany’s internal and external auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to the Company'sCompany’s internal control over financial reporting. The Board of Directors also relies on management to bring significant matters impacting the Company and its subsidiaries to the Board'sBoard’s attention.Company'sCompany’s external and internal auditors matters and activities relating to financial reporting and the related internal controls of the Company, and the guidelines and policies that govern the process by which the Company'sCompany’s exposure to risk is assessed and managed by senior management.Company'sCompany’s credit risk, and the governance of the Company'sCompany’s credit management.Company'sCompany’s enterprise risk management framework and processes, emerging risks, and the adequacy of risk management functions within the Company.2015,2018, the Board met nine times. Each director attended at least 75% of the combined total number of meetings of the Board and board committees of which he or she was a member, and the independent directors meet at least twice during the year in executive session. In addition, the Company strongly encourages all directors and nominees to attend the Annual Meeting. All of the directors attended the 20152018 Annual Meeting, and the Company anticipates that all of the directors will attend the 20162019 Annual Meeting.certainthe standing committees are available on the Company'sCompany’s website at www.brooklinebancorp.com.Director Executive
CommitteeAudit
CommitteeCompensation
CommitteeCredit
CommitteeNominating and
Governance
CommitteeRisk
CommitteeDavid C. ChapinüChairJohn J. Doyle, Jr. üüüMargaret Boles FitzgeraldüüJohn A. HackettüüüJohn L. Hall IIüJoanne B. Chang ü Thomas J. HollisterDavid C. Chapin ü Chair John J. Doyle, Jr. ü ü ü Margaret Boles Fitzgerald ü ü Bogdan Nowakü ü ü John L. Hall II ü Charles H. Peckü Thomas J. Hollister ü Chair John M. Pereiraüü Merrill W. Shermanü Chair Chair Charles H. Peck ü ü John M. Pereira ü ü Joseph J. Slotnikü ChairChairChairü Chair ü ü ü Rosamond B. Vaule (1) ü ü ü Peter O. Wilde ü Peter O. Wildeü üChair a total of two times during 2015.2018.Table of Contents(iv)(v) overseeing the internal and external audit function; and (v)(vi) reviewing with management and the Company'sCompany’s General Counsel the nature and status of significant legal matters. The Board has determined that each of Messrs. Hollister and Doyle qualify as an "audit“audit committee financial expert,"” as defined by the SEC, and that all members of the Audit Committee are independent and financially literate in accordance with the NASDAQ rules. The report of the Audit Committee is included in this Proxy Statement. The Audit Committee met a total of sevensix times during 2015.2018.employee benefitsrelated matters. Each member of the Compensation Committee is independent under the NASDAQ rules. The report of the Compensation Committee is included in this Proxy Statement. The Compensation Committee met a total of fivesix times in 2015.2018.Committee.Committee. The Credit Committee is responsible for the approval of certain loan transactions at the Company'sCompany’s subsidiary banks, and the oversight of the Company'sCompany’s credit risk policies and the credit risk management process. The Credit Committee met a total of 2522 times in 2015.2018.Board'sBoard’s nominees for election as directors, reviewing and monitoring the Board'sBoard’s adherence to the NASDAQ rules with respect to independence, and reviewing the Company'sCompany’s committee structure and making any necessary recommendations to the Board of Directors regarding committee appointments. Each member of the Nominating and Governance Committee is independent under the NASDAQ rules. The Nominating and Governance Committee met a total of threefour times in 2015.2018.Company'sCompany’s risk management framework. The Risk Committee met a total of four times in 2015.2018.Company'sCompany’s website at www.brooklinebancorp.com.Commission'sCommission’s related rules to disclose whether it has adopted a Code of Ethics that applies to the Company'sCompany’s principalCompany'sCompany’s website at www.brooklinebancorp.com.
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••phonetelephone or online via the Company'sCompany’s Ethics Reporting Hotline, which is administered by The Network,NAVEX Global, an independent, third-party monitoring service. The Ethics Reporting Hotline is available seven days per week, twenty-four hours per day. Calls or web reports to the Ethics Reporting Hotline may be anonymous if requested. The Ethics Reporting Hotline can be reached at: (855) 898-9097 or https://www.reportlineweb.com/brkl.stockholder'sstockholder’s notice must be delivered or mailed to and received at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year'syear’s Annual Meeting; provided, however, that in the event the annual meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Corporate Secretary of the Company not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.•person'sperson’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);•Company'sCompany’s books, and the names and addresses of the other Proposing Persons (if any); as to each Proposing Person, any Material Ownership Interests;••Company'sCompany’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and•"Nomination“Nomination Solicitation Statement"Statement”).20162019 Annual Meeting.Company'sCompany’s subsidiaries and any director or executive officer. The Company has adopted written policies and procedures to implement these requirements which state, in essence, that any transaction between the Company, its subsidiaries and any director or executive officer, or any of their affiliates or immediate family members, may be made on terms comparable to those which the Company would reach with an unrelated, similarly-situated third-party and must be approved in advance by a vote of the Board. The office of the Company'sCompany’s General Counsel is responsible for the oversight of the Company'sCompany’s policy regarding related party transactions, which is typically applied to extensions of credit and any other financial transactions of a material nature between the Company, its subsidiaries, and any director or executive officer. Any director or executive officer involved in such a transaction leaves the meetings while the Board considers and votes upon the transaction.2015,2018, neither the Company nor its subsidiaries has been a party to any transaction or series of transactions in which the amount involved exceeded $120,000 and which any director, executive officer, or holder of more than 5% of the Company'sCompany’s stock, or any members of the immediate family of any such person, had or will have a direct or indirect material interest. On December 23, 2010, Charles H. Peck entered into a Retirement Agreement with the Company in which he agreed to provide commercial real estate consulting services to the Company and its management team. The term of the agreement was for one year, but could be extended by mutual agreement of the Company and Mr. Peck. In December 2015, the Company and Mr. Peck extended the term of the agreement for an additional year and, as a result, Mr. Peck will receive a payment in the amount of $2,000 per month in 2016.20152018 were, also customers of Bank Rhode Island, Brookline Bank, and First Ipswich Bank in the ordinary course of business, or had loans outstanding during 2015.2018. It is anticipated that such persons and their associates will continue to be customers of and indebted to Bank Rhode Island, Brookline Bank, and First Ipswich Bank in the future. All such loans were made in the ordinary course of business, did not involve more than normal risk of collectability or present other unfavorable features, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unaffiliated persons and, where required by law, were approved by the applicable Bank'sBank’s Board of Directors. None of these loans to directors, executive officers or their associates is nonperforming.The currentarewere Messrs. Slotnik, Doyle, Hackett, and Nowak and Ms. Vaule. None of these persons has served as an officer or employee of the Company. None of these persons had any relationships with the Company requiring disclosure under applicable rules and regulations of the SEC. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENTCompany'sCompany’s Common Stock, including shares owned by its directors. Shares of
Common
Stock Percent of
Class of
Ownership 6,856,628 9.80 %
5,415,162
7.71
%
5,222,512
7.44
% (1)Based exclusively on a Schedule 13G filed by BlackRock, Inc. on January 20, 2016. The filer claimed sole power to vote or to direct the vote of 6,682,501 shares and the sole power to dispose or to direct the disposition of 6,856,628 shares.(2)Based exclusively on a Schedule 13G filed by The Vanguard Group, Inc. on February 10, 2016. The filer claimed sole power to vote or to direct the vote of 87,828 shares and the sole power to dispose or to direct the disposition of 5,321,234 shares.(3)Based exclusively on a Schedule 13G filed by Dimensional Fund Advisors LP on February 9, 2016. The filer claims sole power to vote or direct the vote of 5,028,384 shares and the sole power to dispose or direct the disposition of 5,222,512 shares.Name and Address of Owner Percent of Class of Ownership 11,833,148 14.70% 55 East 52nd Street New York NY 10055 8,120,070 10.08% 100 Vanguard Blvd. Malvern, PA 19355 6,515,523 8.09% Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 1 Based exclusively on a Schedule 13G filed by BlackRock, Inc. on January 24, 2019. The filer claimed sole power to vote or to direct the vote of 11,649,338 shares and the sole power to dispose or to direct the disposition of 11,833,148 shares. 2 Based exclusively on a Schedule 13G filed by The Vanguard Group, Inc. on January 10, 2019. The filer claimed sole power to vote or to direct the vote of 76,446 shares and the sole power to dispose or to direct the disposition of 8,035,486 shares. 3 Based exclusively on a Schedule 13G filed by Dimensional Fund Advisors LP on February 8, 2019. The filer claims sole power to vote or direct the vote of 6,273,143 shares and the sole power to dispose or direct the disposition of 6,515,523 shares.
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Beneficial Owner* Age Position Director
Since(1) Term
Expires Number of
Shares
Beneficially
Owned(2) Percent of
Class (3) 52 Chief Financial Officer N/A N/A 53,075 (4) ** 79 Director 1989 2016 137,916 (5) ** 65 Chief Operations Officer N/A N/A 68,211 (6) ** 82 Director 2006 2018 22,000 (7) ** 60 Director 2013 2017 12,500 (8) ** 75 Director 2007 2016 42,000 (9) ** 76 Director 1983 2016 175,917 (10) ** 61 Director 2009 2018 22,700 (11) ** 52 President and Chief Executive Officer, Bank Rhode Island N/A N/A 56,871 (12) ** 52 Director 2012 2017 100,955 (13) ** 75 Director 1995 2018 331,373 (14) ** 59 Director 2015 2016 2,500 (15) ** 64 President and Chief Executive Officer 2009 2018 413,367 (16) ** 64 Chief Credit Officer N/A N/A 75,078 (17) ** 67 Director 2012 2017 22,000 (18) ** 79 Chairman 1970 2018 183,275 (19) ** 78 Director 1989 2016 119,749 (20) ** 76 Director 1993 2017 159,265 (21) ** 1,998,752 2.82 % *Unless otherwise indicated, the address is c/o Brookline Bancorp, Inc., 131 Clarendon Street, Boston, MA 02116.**Less than 1%.(1)The dates for Mr. Peck, Mr. Slotnik, Mr. Chapin, Mr. Hall, Ms. Vaule, and Mr. Wilde reflect their initial appointment to the Board of Trustees of Brookline Bank.(2)The number of shares of common stock "beneficially owned" by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. "Number of Shares Beneficially Owned" includes shares of common stock that may be acquired upon the exercise of options to acquire shares of common stock that are exercisable on or within 60 days after March 10, 2016. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units.(3)The total number of shares outstanding used in calculating this percentage assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after March 10, 2016 held by the beneficial owner and that no options held by other beneficial owners are exercised.(4)Includes 41,602 shares of unvested restricted stock as to which he has sole voting and investment power; 11,328 shares as to which he has sole voting and investment power; and 145 shares held by the ESOP for his account as to which he has shared voting power.(5)Includes 128,958 shares as to which he has shared voting and investment power with his spouse; 1,458 shares owned by the 1253 Beacon Street Realty Trust, of which he is Trustee and to which he has shared voting and investment powers with other Trustees; 2,500 shares of unvested restricted stock as to which he has sole voting power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.Name and Address of Beneficial Owner* Age Position Term Expires Carl M. Carlson 55 Chief Financial Officer N/A N/A 72,479 (4) ** Joanne B. Chang 49 Director 2018 2019 100 (5) ** David C. Chapin 82 Director 1989 2019 109,056 (6) ** John J. Doyle, Jr. 85 Director 2006 2021 32,000 (7) ** Darryl J. Fess 57 President and Chief Executive Officer, Brookline Bank N/A N/A 31,107 (8) ** Margaret Boles Fitzgerald 63 Director 2013 2020 23,000 (9) ** John A. Hackett 78 Director 2007 2019 42,500 (10) ** John L. Hall II 79 Director 1983 2019 204,917 (11) ** Thomas J. Hollister 64 Director 2009 2021 28,200 (12) ** Mark J. Meiklejohn 55 President and Chief Executive Officer, Bank Rhode Island N/A N/A 69,498 (13) ** Bogdan Nowak 55 Director 2012 2020 120,834 (14) ** Charles H. Peck 78 Director 1995 2021 278,159 (15) ** John M. Pereira 62 Director 2015 2019 21,500 (16) ** Paul A. Perrault 67 President and Chief Executive Officer 2009 2021 398,130 (17) ** M. Robert Rose 67 Chief Credit Officer N/A N/A 58,429 (18) ** Merrill W. Sherman 70 Director 2012 2020 31,000 (19) ** Joseph J. Slotnik 82 Chairman 1970 2021 182,275 (20) ** Peter O. Wilde 79 Director 1993 2020 168,436 (21) ** Directors and Officers as a Group (18 persons) 2,040,056 2.54% * Unless otherwise indicated, the address is c/o Brookline Bancorp, Inc., 131 Clarendon Street, Boston, MA 02116. ** Less than 1%. 1 The dates for Mr. Peck, Mr. Slotnik, Mr. Chapin, Mr. Hall, and Mr. Wilde reflect their initial appointment to the Board of Trustees of Brookline Bank. 2 The number of shares of common stock “beneficially owned” by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. “Number of Shares Beneficially Owned” includes shares of common stock that may be acquired upon the exercise of options to acquire shares of common stock that are exercisable on or within 60 days after March 22,2019. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. 3 The total number of shares outstanding used in calculating this percentage assumes the exercise of all options to acquire shares of common stock that are exercisable on or within 60 days after March 22, 2019 held by the beneficial owner and that no options held by other beneficial owners are exercised. 4 Includes 31,754 shares of unvested restricted stock as to which he has sole voting and investment power; 40,022 shares as to which he has sole voting and investment power; and 703 shares held by the Employee Stock Ownership Plan ("ESOP") for his account as to which he has shared voting power. 5 Includes 100 shares as to which she has the sole voting and investment power. 6 Includes 106,056 shares as to which he has shared voting and investment power with his spouse and 3,000 shares of unvested restricted stock as to which he has sole voting power. (6)Includes 23,334 shares of unvested restricted stock as to which he has sole voting and investment power; 17,665 shares as to which he has sole voting and investment power; 25,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016; and 2,212 shares held by the ESOP for his account as to which he has shared voting power.(7)Includes 2,500 shares of unvested restricted stock as to which he has sole voting and investment power; 2,400 shares held by the Kathryn W. Doyle Trust, of which Mr. Doyle is trustee; 12,100 shares held by the Doyle Family Trust, of which Mr. Doyle is trustee; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(8)Includes 2,500 shares of unvested restricted stock as to which she has sole voting and investment power; 6,000 shares as to which she has sole voting and investment power; 1,500 shares held by the Elizabeth Richardson Fitzgerald account as to which she has shared voting power; 1,500 shares held by the Samuel Luce Fitzgerald account as to which she has shared voting power; and 1,000 shares held by the IRA account of her spouse.(9)Includes 21,500 shares as to which he has shared voting and investment powers with his spouse; 2,500 shares of unvested restricted stock as to which he has sole voting power; 6,500 shares held in an IRA account as to which he has sole voting and investment power; 6,500 shares held in an IRA for his spouse, as to which he has no voting or investment power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(10)Includes 168,417 shares as to which he has sole voting and investment power; 2,500 shares of unvested restricted stock as to which he has sole voting power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(11)Includes 15,200 shares as to which he has sole voting and investment power; 2,500 shares of unvested restricted stock as to which he has sole voting power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(12)Includes 40,884 shares as to which he has sole voting and investment power; 15,251 shares of unvested restricted stock as to which he has sole voting power; and 736 shares held by the ESOP for his account as to which he has shared voting power.(13)Includes 76,127 shares as to which he has sole voting and investment power; 2,500 shares of unvested restricted stock as to which he has sole voting power; and 22,328 shares owned by Sydenham Corporation, an investment company, of which Mr. Nowak is the President and for which he has sole voting and investment power.(14)Includes 294,218 shares as to which he has sole voting and investment power; 10,000 shares as to which he has shared voting and investment power with his spouse; 24,655 shares held by the Company's Employee Stock Ownership Plan ("ESOP") for his account as to which he has shared voting power; and 2,500 shares of unvested restricted stock as to which he has sole voting power.(15)Includes 2,500 shares of unvested restricted stock as to which he has sole voting and investment power.(16)Includes 163,836 shares as to which he has sole voting and investment power; 121,412 shares of unvested restricted stock as to which he has sole voting power; 3,274 held by the ESOP for his account as to which he has shared voting power; and 124,845 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(17)Includes 11,007 shares as to which he has sole voting and investment power; 24,584 shares of unvested restricted stock as to which he has sole voting power; 2,212 shares held by the ESOP for his account as to which he has shared voting power; 5,400 shares held by the M. Robert Rose Trust of which he has sole voting power; 6,875 shares held by his IRA; and 25,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(18)Includes 19,500 shares as to which she has sole voting and investment power and 2,500 shares of unvested restricted stock as to which she has sole voting power.(19)Includes 138,906 shares as to which he has sole voting and investment power; 2,500 of unvested restricted stock as to which he has sole voting power; 26,869 shares owned by his spouse, as to which he has no voting and investment power; 10,000 shares owned by the revocable trust of his spouse, as to which he has no voting and investment power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(20)Includes 15,000 shares as to which she has sole voting and investment power; 2,500 shares of unvested restricted stock as to which she has sole voting power; 97,249 shares held by the Rosamond B. Vaule Trust as to which she has sole voting and investment power; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.(21)Includes 141,565 shares as to which he has sole voting and investment power; 2,500 shares of unvested restricted stock as to which he has sole voting power; 10,200 shares held by his IRA; and 5,000 shares issuable pursuant to options exercisable within 60 days of March 10, 2016.N/ANot Applicable7 Includes 1,000 shares as to which he has sole voting and investment power; 3,000 shares of unvested restricted stock as to which he has sole voting and investment power; 2,400 shares held by the Kathryn W. Doyle Trust, of which Mr. Doyle is trustee; and 25,600 shares held by the Doyle Family Trust, of which Mr. Doyle is trustee. 8 Includes 15,712 shares of unvested restricted stock as to which he has sole voting and investment power; 13,177 shares as to which he has shared voting and investment power with his spouse; and 2,218 shares held by the ESOP for his account as to which he has shared voting power. 9 Includes 17,000 shares as to which she has sole voting and investment power; 3,000 shares of unvested restricted stock as to which she has sole voting and investment power, and 1,000 shares held by the IRA account of her spouse. 10 Includes 26,500 shares as to which he has shared voting and investment powers with his spouse; 3,000 shares of unvested restricted stock as to which he has sole voting power; 6,500 shares held in an IRA account as to which he has sole voting and investment power; and 6,500 shares held in an IRA for his spouse, as to which he has no voting or investment power. 11 Includes 201,917 shares as to which he has sole voting and investment power and 3,000 shares of unvested restricted stock as to which he has sole voting power. 12 Includes 25,200 shares as to which he has sole voting and investment power; and 3,000 shares of unvested restricted stock as to which he has sole voting power. 13 Includes 50,563 shares as to which he has sole voting and investment power; 17,710 shares of unvested restricted stock as to which he has sole voting power and 1,225 shares held by the ESOP for his account as to which he has shared voting power. 14 Includes 92,569 shares as to which he has sole voting and investment power; 3,000 shares of unvested restricted stock as to which he has sole voting power and 25,265 shares owned by Sydenham Corporation, an investment company, of which Mr. Nowak is the President and for which he has sole voting and investment power. 15 Includes 226,808 shares as to which he has sole voting and investment power; 3,000 shares of unvested restricted stock as to which he has sole voting power; 21,014 shares held by the ESOP for his account as to which he has shared voting power; and 27,337 shares held by his IRA as to which he has sole voting and investment power. 16 Includes 18,500 shares as to which he has sole voting and investment power and 3,000 shares of unvested restricted stock as to which he has sole voting and investment power. 17 Includes 217,459 shares as to which he has sole voting and investment power; 101,908 shares of unvested restricted stock as to which he has sole voting power; 75,000 shares held by the Paul A. Perrault GRAT #3 as to which he has sole voting and investment power; and 3,763 held by the ESOP for his account as to which he has shared voting power. 18 Includes 18,323 shares of unvested restricted stock as to which he has sole voting power; 2,701 shares held by the ESOP for his account as to which he has shared voting power; 29,280 shares held by the M. Robert Rose Trust of which he has sole voting power; and 8,125 shares held by his IRA. 19 Includes 28,000 shares as to which she has sole voting and investment power and 3,000 shares of unvested restricted stock as to which she has sole voting power. 20 Includes 152,406 shares as to which he has sole voting and investment power; 3,000 of unvested restricted stock as to which he has sole voting power; 26,869 shares owned by his spouse, as to which he has no voting and investment power. 21 Includes 155,065 shares as to which he has sole voting and investment power; 3,000 shares of unvested restricted stock as to which he has sole voting power; 10,371 shares held by his IRA. N/A Not Applicable The Company's common stock is registered with the SEC pursuantSection 12 of the Exchange Act. Accordingly,federal securities laws, our directors, senior managementcertain executive officers, and beneficial owners of more than 10% of the Company's common stock are required to disclosereport their beneficial ownership, and any changes in that beneficial ownership, on Forms 3, 4 and 5, which are filedto the SEC in accordance with reporting requirements set forth by the SEC. At the present time, the Company has no knowledge ofWe are required to report in this Proxy Statement any individual, grouplate filings made by our directors or entity with beneficial ownership of more than 10% of the Company's common stock. In addition, basedexecutive officers in 2018. Based on the Company's review of ownership reports,the filings, the Company believes its directors and senior managementexecutive officers timely complied with the reporting requirements of Section 16(a)16 of the Exchange Act for the period ended December 31, 2015.2018.Company'sCompany’s primary goal relative to director compensation is to provide competitive and reasonable compensation to non-officer directors to attract and retain qualified candidates to serve on the Company'sCompany’s Board. Directors who are also officers of the Company are not eligible to receive board fees. All fees earned are paid in cash and are eligible for deferral under the Non-Qualified Deferred Compensation Plan, as defined below. Directors may be reimbursed for reasonable and necessary expenses incurred in connection with their service.2015.2018. No compensation was paid to Mr. Perrault for his services as a director. Fees Earned
or Paid in
Cash ($)(1) Stock
Awards
($)(2) Option
Awards ($) Non-Equity Plan
Incentive
Compensation
($) Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(3) All Other
Compensation
($)(4) Total ($) 60,000 28,400 — N/A N/A — 88,400 50,000 28,400 — N/A N/A — 78,400 50,000 28,400 — N/A N/A — 78,400 50,000 28,400 — N/A 2,590 — 80,990 50,000 28,400 — N/A N/A — 78,400 60,000 28,400 — N/A N/A — 88,400 50,000 28,400 — N/A N/A 78,400 50,000 28,400 — N/A N/A 24,000 102,400 37,500 28,400 — N/A N/A 65,900 50,000 28,400 — N/A N/A 78,400 70,000 28,400 — N/A N/A — 98,400 50,000 28,400 — N/A N/A — 78,400 60,000 28,400 — N/A N/A — 88,400 (1)Reflects all fees earned or paid for services as a director of Brookline Bancorp, Inc. and Brookline Bank. Also includes amounts which have been deferred at the election of the non-employee directors and compensation for serving on the committees of the Board of Directors. Mr. Slotnik received $20,000 for services as Chairman of the Board, Mr. Hollister received $10,000 for services as Chairman of the Audit Committee, Mr. Chapin received $10,000 for services as Chairman of the Credit Committee, and Mr. Wilde received $10,000 for services as Chairman of the Risk Committee.(2)Each director in office on July 27, 2015 received a restricted stock award of 2,500 shares which vest one year from the grant date. The dollar value is the grant date fair market value of the awards. The grant date fair market value is calculated by multiplying the grant amount by the closing price of the Company's stock on the date of grant.(3)Reflects interest earned on amounts deferred pursuant to the Company's Nonqualified Deferred Compensation Plan.(4)On December 23, 2010, Charles H. Peck entered into a Retirement Agreement with the Company in which he agreed to provide commercial real estate consulting services to the Company and its management team. The Retirement Agreement was for one year, could be extended by mutual agreement of the Company and Mr. Peck, and, in 2015, provided for the payment to Mr. Peck in the amount of $2,000 per month. The Company and Mr. Peck extended the agreement through December 2016.Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) Total ($) Joanne B. Chang (4) 13,750 — N/A 13,750 David C. Chapin 65,000 55,200 N/A 120,200 John J. Doyle, Jr. 55,000 55,200 N/A 110,200 Margaret Boles Fitzgerald 55,000 55,200 N/A 110,200 John A. Hackett 55,000 55,200 5,044 115,244 John L. Hall, II 55,000 55,200 N/A 110,200 Thomas J. Hollister 65,000 55,200 N/A 120,200 Bogdan Nowak 60,000 55,200 N/A 115,200 Charles H. Peck 55,000 55,200 N/A 110,200 John M. Pereira 55,000 55,200 N/A 110,200 Merrill W. Sherman 55,000 55,200 N/A 110,200 Joseph J. Slotnik 75,000 55,200 N/A 130,200 Rosamond B. Vaule (5) 55,000 55,200 N/A 110,200 Peter O. Wilde 65,000 55,200 N/A 120,200 1 Reflects all fees earned or paid for services as a director of Brookline Bancorp, Inc. and Brookline Bank. Also includes amounts which have been deferred at the election of the non-employee directors and compensation for serving on the committees of the Board of Directors. Mr. Slotnik received $20,000 for services as Chairman of the Board, Mr. Hollister received $10,000 for services as Chairman of the Audit Committee, Mr. Chapin received $10,000 for services as Chairman of the Credit Committee, and Mr. Wilde received $10,000 for services as Chairman of the Risk Committee. Mr. Nowak was appointed Chairman of the Compensation and Nominating and Governance Committees in May, 2018 and received a prorated $5,000 for services as Chairman of those Committees in 2018. 2 Each non-employee director in office on August 2, 2018 received a restricted stock award of 3,000 shares which vests one year from the grant date. The dollar value is the grant date fair value of the awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The grant date fair value is calculated by multiplying the grant amount by the closing price of the Company's common stock on the date of grant. The August 2, 2018 award represents the only unvested restricted stock awards held by the directors as of December 31, 2018. 3 Reflects interest earned on amounts deferred pursuant to the Company's Nonqualified Deferred Compensation Plan. 4 Ms. Chang joined the Board in October 2018 and received prorated fees for her service in 2018. 5 Ms. Vaule resigned from the Board effective December 31, 2018. (5)Mr. Pereira joined the board on June 24, 2015 and received prorated compensation for fiscal year 2015. and Meeting Fees for Non-Employee Directors and fees paid to our non-employee directors for their services on the Board of Directors of Brookline Bancorp, Inc. and Brookline Bank during 2015: $ 50,000 (1) $ 20,000 $ 10,000 $ 10,000 $ 10,000
2018:(1)Employee directors do not receive an annual retainer.Annual Retainer $ 55,000 (1) Chairman of the Board $ 20,000 Chairman of the Audit Committee $ 10,000 Chairman of the Compensation Committee $ 10,000 Chairman of the Credit Committee $ 10,000 Chairman of the Nominating and Governance Committee $ 10,000 Chairman of the Risk Committee $ 10,000 1 Employee directors do not receive an annual retainer. "Proposal“Proposal 1: Election of Directors."”Name Position with Company Age Chief Financial Officer 55 52James M. Cosman Chief Operations Officer 68 Russell G. ColePresident and Chief Executive Officer, Brookline Bank 57 Sandra L. Jenkins Chief Human Resources Officer 57 James J. McCarthy President and Chief Executive Officer, First Ipswich Bank 58 James M. CosmanChief Operations Officer65Sandra L. JenkinsChief Human Resources Officer54 Chief Risk Officer, General Counsel, and Corporate Secretary 4750 President and Chief Executive Officer, Bank Rhode Island 5255 Chief Credit Officer 6467 Company'sCompany’s Chief Financial Officer, a position he has held since April 1, 2014. From 2011 until 2014, Mr. Carlson served as a Senior Vice President and Deputy Chief Financial Officer for Webster Financial Corporation and as Senior Vice President and Director of Finance from 2007 to 2011. From 1986 until 2007, Mr. Carlson was employed by North Fork Bancorporation in a series of positions, including Senior Vice President, Strategic Planning and Corporate Development. Mr. Carlson earned a Master'sMaster’s in Business Administration from Dowling College and a Bachelor'sBachelor’s Degree in Finance from Clarkson University.Russell G. Cole, President and Chief Executive Officer, First Ipswich Bank. Mr. Cole serves as the President and Chief Executive Officer of First Ipswich Bank, a subsidiary of the Company. Mr. Cole is a director and the Chairman of the Board of Directors of First Ipswich Bank. Prior to joining First Ipswich Bank in 2004, he served as President and Chief Executive Officer of Ocean National Bank in Kennebunk, Maine. Mr. Cole currently serves as a director of the Ipswich YMCA Board and as a director and the Chairman of the North Shore Chamber of Commerce. Mr. Cole is a former Director of the Maine Bankers Association and is actively involved with state, national banking and insurance associations, as well as an active participant in local municipal and civic organizations. Mr. Cole earned a Bachelor of Arts in Business Administration from the University of Maine at Orono.Company'sCompany’s operations and information technology departments, as well as cash management and underwriting for small business and consumer loans. From 2000 to 2009, Mr. Cosman was a senior executive in bank underwriting and operations at Sovereign Bank, where he managed the Lending and Operations divisions. Mr. Cosman earned a Master'sMaster’s in Business Administration from Western New England University and a Bachelor of Arts degree from Syracuse University.Company'sCompany’s Chief Human Resources Officer on July 1, 2015. From 2008 to 2012, she served as Director of Human Resources for People'sPeople’s United Bank with responsibility for the New Hampshire, Maine, Massachusetts, and Vermont markets. Prior to that, from 2000 tothrough 2008, she served as Vice President of Human Resources at Ocean Bank withPeople'sPeople’s United Bank in 2008. Ms. Jenkins holds her PHR certificate in Human Resources and obtained an Associate degree in Accounting from McIntosh College. Ms. Jenkins is a member of the Society for Human Resource Management.serving in a variety of capacitiescommunity in the greater Seacoast, New Hampshire area.North Shore community. General Counsel, Chief Risk Officer, General Counsel and Corporate Secretary. Mr. McCurdy joined the Company in August 2011 and currently serves as the Company'sCompany’s Chief Risk Officer, General Counsel and Corporate Secretary. From 2007 until 2011, Mr. McCurdy served as an Executive Vice President, General Counsel and Corporate Secretary for Danvers Bancorp, Inc., overseeing the Company'sCompany’s legal and retail areas. Mr. McCurdy was President and Chief Executive Officer of BankMalden from 2001 to 2007. Mr. McCurdy currently serves as Treasurer and Directoron the Board of Directors of Triangle, Inc. Mr. McCurdy is an Adjunct Professor of Law at Triangle, Inc.Suffolk Law School. Mr. McCurdy earned his Juris Doctor degree from Suffolk Law School and his Bachelor of Arts degree from the University of California at Santa Barbara.Island'sIsland’s leasing subsidiary. Prior to joining Bank Rhode Island, Mr. Meiklejohn was a Senior Vice President in middle market lending with Citizens Bank. Mr. Meiklejohn began his career at Fleet Bank in 1985. Mr. Meiklejohn earned a bachelor'sbachelor’s degree from the University of Connecticut.Company'sCompany’s Chief Credit Officer. From 2000 tountil 2004, Mr. Rose was the Chief Credit Risk Management Officer of Sovereign Bank, and from 2004 tountil 2009 he served as the Chief Risk Officer of Sovereign Bank. Prior to his tenure at Sovereign Bank, Mr. Rose held senior credit and risk management positions at Bank of Boston/Fleet Bank and BayBanks, Inc. Mr. Rose has served as Chairman of the Board of Directors of the Risk Management Association, been a member of the Executive Committee of the Risk Management Association, and currently is Chairman of the Board of the Risk Management Association Foundation, a not for profit association for the development of banking curriculum and education, and granting scholarships and grants to undergraduate and graduate students entering the banking industry. Mr. Rose serves on the Board of Directors of The Lyric Stage Company of Boston.Boston and serves as its Treasurer. Mr. Rose earned his master's in business administrationa Bachelor's Degree and bachelor's degreesa Masters of Business Administration from Babson College and obtainedas well as a certificationCertification in risk managementAdvanced Risk Management from The Wharton School at the University of Pennsylvania."Compensation Committee"“Compensation Committee” or the "Committee"“Committee”) of the Company'sCompany’s Board of Directors. Additionally, this section provides information related to the Company'sCompany’s executive compensation philosophy and contains a discussion of each material element of the Company'sCompany’s executive officer compensation program as it relates to the following "named“named executive officers"officers” (the "Named Officers"“Named Officers”) whose compensation information is detailed:Paul A. Perrault President and Chief Executive Officer Carl M. Carlson Chief Financial OfficerM. Robert RoseChief Credit OfficerMark J. Meiklejohn President and Chief Executive Officer, Bank Rhode Island James M. CosmanRobert Rose Chief OperationsCredit OfficerDarryl J. Fess President and Chief Executive Officer, Brookline Bank Company'sCompany’s executive officers, including its Named Officers. The Compensation Committee and as the Company'sCompany’s Board of Directors believe that the Company'sCompany’s success is highly dependent on the ability to hire and retain qualified executives who have the potential to influence performance and enhance stockholder value over time. The Compensation Committee works with executive management to develop a comprehensive executive compensation program, one that is competitive in the marketplace, rewards strong butand prudent corporate performance, and that is aligned with stockholder interests.Company'sCompany’s directors and Named Officers. The primary purpose of the Compensation Committee is to develop, approve, and implement compensation policies and plans that are fair and appropriate to attract, retain, and motivate executives to further the Company'sCompany’s long-term strategic plan and drive stockholder value.Committee'sCommittee’s role and accurately reflects the Company'sCompany’s compensation philosophy and guiding principles.fivesix meetings in 2015. Five2018. Four members of the Board servedserve on the Compensation Committee, each of whom is independent.Officer'sOfficer’s performance relative to established goals and has sole responsibility for determining his compensation based on theirthe Compensation Committee's evaluation of his performance. Final decisionsOfficer'sOfficer’s compensation take into consideration his contribution to the Company'sCompany’s success along with the Company'sCompany’s achievement against annually established performance targets, its relative performance compared to its peer group, and current compensation trends within the competitive marketplace.In 2015,("BDO"(“BDO”), anboth of which are independent executive compensation consulting firm which has provided servicesfirms. From January 2018 until March 2018, BDO served as the Compensation Committee's consultant, and, from April 2018 to present, Meridian served as the Committee since 2010.Compensation Committee's consultant. During that time, BDO doesdid not provide any other services to the Company and worksworked with the Company'sCompany’s executive management team only on matters for which the Compensation Committee is responsible. The Compensation Committee assessed the independence of BDO in 20152018 pursuant to SEC rules and NASDAQ listing standardsrequirements and concluded that no conflict of interest exists that would prevent BDO from serving as an independent consultant to the Committee. The Committee periodically seekssought input from BDO on a range of external market factors, including evolving compensation trends, appropriate peer group companies, and market survey data. BDO also provided general observations on the Company’s compensation programs, but it did not determine or recommend the amount or form of compensation for the Named Officers.Company'sCompany’s compensation programs, but it does not determine or recommend the amount or form of compensation for the Named Officers.October 2015, BDOSeptember 2018, Meridian met with the Compensation Committee to discuss trends and issues impacting executive pay for the Company and other publicly-traded companies. In addition to the consideration of general information regarding trends in executive compensation and a review of the Company's Long-Term Incentive Plan, the discussion also included a high-level review of the Company'sCompany’s executive and director compensation as compared to that of its named peer group.2015,2018, the Compensation Committee retained Goodwin Procter LLP to provide legal advice regarding compensation related matters. The Compensation Committee assessed the independence of Goodwin Procter LLP in 20152018 pursuant to SEC rules and NASDAQ listing standardsrequirements and concluded that no conflict of interest exists that would prevent Goodwin Procter LLP from serving as an independent consultant to the Committee.compensation,compensation; however, only Compensation Committee members vote on decisions regarding executive compensation.Company'sCompany’s President and Chief Executive Officer provides recommendations to the Compensation Committee on matters relating to the compensation of the executive management team.team other than his own compensation. In addition, the President and Chief Executive Officer provides specific recommendations regarding base salary adjustments and short- and long-term incentive awards for members of the executive management team other than himself to the Compensation Committee. The Compensation Committee retains sole discretion with respect to compensation decisions regarding the Company'sCompany’s executive management team.Company'sCompany’s executive compensation program is reviewed on an annual basis to ensure the program remains in alignment with the Company'sCompany’s compensation philosophy and business objectives. The Compensation Committee continues to subscribe to the philosophy that the most effective compensation program is one that is designed to attract and retain qualified and experienced officers and at the same time, is reasonable, competitive, and aligned with the Company'sCompany’s pay for performance philosophy. The Compensation Committee believes that an effective program is one component of the overall managementCompany'sCompany’s compensation philosophy is one that recognizes the importance of individual achievements and strives to reward these behaviors while also emphasizing overall corporate achievement. Thus, payments in short- and long-term incentive programs are heavily weighted toward the achievement of corporate goals when measured against both specific corporate goals and against the named peer group.
••
••
performance objectives;
••
••
competes for talent.isare used to ensure that the Company'sCompany’s total compensation package is competitive in the markets within which it competes for executive talent.2015,2018, the Company'sCompany’s named peer group consisted of the following financial institutions:NBT Bancorp, Inc. Northwest Bancshares, Inc. S&T Bancorp, Inc. Sandy Spring Bancorp, Inc. Tompkins Financial Corporation TrustCo Bank Corp. NY United Financial Bancorp, Inc. WSFS Financial Corporation 2015,2018, total assets of this group ranged from $4.6$4.9 billion to $8.9$12.2 billion. The peer group companies are headquartered predominantly in the Northeast, as this provides the most reasonable basis for the evaluation of executive compensation levels. The Company was intentionally positioned in the middle of the peer group.Company'sCompany’s compensation philosophy, it is not the sole determinant of executive compensation and benefit practices and programs. Ultimately, the Company will administer compensation in a manner that ensures its practices are:
•••
••
••Company'sCompany’s desired relationship to its external marketplace vis-à-vis a particular
position; and
••Company'sCompany’s ability to pay.package-basepackage – base salary combined with short- and long-term incentives-to pay between the 50th and 75th percentilesincentives – to be market competitive when incentive targets are achieved and all components of compensation are received. Short- and long-term incentives are designed and administered to ensureCompany'sCompany’s performance objectives appropriately position earned pay levels relative to the competitive market. Indirect compensation is designed to provide the executive with a competitive array of benefit programs. As is reflected in the Summary Compensation Table, a very small portion of the executive'sexecutive’s total compensation is delivered through perquisites.
and/or capabilities an individual offers to the Company;
••
••
••executive'sexecutive’s total compensation package that is considered to be "fixed"“fixed” compensation and is thus not "at risk"“at risk” on an annual basis. Base salary levels are established to ensure that each executive is being paid competitively for sound performance. It is intended that greater rewards will be recognized when the performance targets established within the context of the Company'sCompany’s short- and long-term incentive programs are achieved.2015,2018, the Compensation Committee set the annual base salaries for the Named Officers at levels that were consistent with the market analysis that was performed by the Company'sCompany’s independent compensation consultant and the Compensation Committee'sCommittee’s assessment of the individual officer'sofficer’s level of performance, contribution to the Company, and experience. The 20152018 base salaries were: $715,000$780,000 for the Company'sCompany’s President and Chief Executive Officer, an increase of $20,000$23,000 from 2014; $335,0002017; $400,000 for the Company'sCompany’s Chief Financial Officer, an increase of $10,000$35,000 from 2014; $288,0002017; $345,000 for the Company'sCompany’s Chief Credit Officer, an increase of $7,800$20,000 from 2014; $265,0002017; $370,300 for the Company'sPresident and Chief OperationsExecutive Officer of Brookline Bank, an increase of $7,500$20,000 from 2014;2017; and $330,000$365,300 for the President and Chief Executive Officer of Bank Rhode Island, an increase of $10,000$15,000 from 2014.2017. In all cases, base level salaries for the Named Officers were consistent with the Company'sCompany’s compensation philosophy and practices as adopted by the Company'sCompany’s Compensation Committee.Company'sCompany’s variable, or "at“at risk,"” compensation is delivered through the Company'sCompany’s short-term incentive plan (the "Incentive Plan"“Incentive Plan”). This program is designed to align management'smanagement’s interests with the achievement of the Company'sCompany’s financial objectives for the year.Company'sCompany’s financial performance. The short-term incentive is cash based and a target bonus opportunity is established for each position. The funding of the incentive pool is based on the Company'sCompany’s financial performance, and thus, payments are not made until achievement against financial targets are achieved.has been determined. After the annual aggregate funding level has been established, annually, individual awards are determined based on each officer'sofficer’s annual performance and contribution.2015,2018, the Incentive Plan provided for cash target awards of 75% of annual base salary for the Company'sCompany’s President and Chief Executive Officer, 50% of annual base salary for the Company'sCompany’s Chief Financial Officer, Chief Credit Officer and Chief Operations Officer, and 40% of annual base salary for the President and Chief Executive Officer of Bank Rhode Island.Company'sCompany’s Incentive Plan is based on the Company'sCompany’s financial performance relative to a targeted level of earnings per share, as established by the Company'sCompany’s Board in January of each year. The funding amount of the Incentive Plan pool is determined by whether the Company achieves a predetermined target level of earnings per share. If the Company does not achieve the target earnings per share in a given year, the funding amount of the Incentive Plan pool is reduced accordingly.2015,2018, the Company reported earnings per share in the amount of $0.71$1.04 per basic and diluted share, against an earnings target of $0.62$0.95 per share. Based on this level of performance, the Compensation Committee approved the funding of the 20152018 Incentive Plan pool at 100% of target.Company'sCompany’s performance relative to its strategic plan, the individual achievements of each Named Officer relative to annual goals, the unique skills and experience of the Named Officer, and the Named Officer'sOfficer’s overall contribution to the Company throughout the year.2015,2018, the Company continued to experience strong profitability and growth, reporting record net income of $49.8$83.1 million, total asset growth of $241.4$612.6 million, loan growth of $172.9$572.8 million, and deposit growth of $347.9$582.7 million. The Company'sCompany’s asset quality remained strong, with non-performing assets at $20.7$24.1 million, or 0.34%0.38% of total assets, at year-end. The Company's return on average tangible assets improved from 0.80% in 2014 to 0.87% in 2015, its return on average tangible stockholder equity improved from 9.06% in 2014 to 9.80% in 2015, andIn 2018, the Company's efficiency ratio improved from 61.73% in 2014 to 58.44% in 2015.Based on the Company's performance throughout the year,earnings per share were $1.04 per basic and a review of the officer's individual performance, the Compensation Committee may award bonuses in excess of the Named Officer's target short-term incentive payment. diluted share.Company'sCompany’s performance, combined with its evaluation of the individual achievement of the Named Officers, the Compensation Committee authorized individual incentive payments for 20152018 at 110%105% of target, providing for an incentive payment for the Company'sCompany’s President and Chief Executive Officer in the amount of $589,875,$614,250, for the Company'sCompany’s Chief Financial Officer in the amount of $184,250,$210,000, for the Company'sCompany’s Chief Credit Officer in the amount of $158,400,$181,125, for the Company'sPresident and Chief OperationsExecutive Officer of Brookline Bank in the amount of $145,750,$155,526, and for the President and Chief Executive Officer of Bank$145,200.$153,426. The awards were within the plan guidelines and reflect individual and Company performance.Company's Peer Group,Company’s peer group, and to align the interests of the management team with that of the Company'sCompany’s stockholders. The Compensation Committee believes that these goals are accomplished through equity awards.Company'sCompany’s equity-based long-term incentive program is the third component of each executive officer'sofficer’s total compensation and is also variable in nature. Equity grants may be made in the form of stock options or restricted shares, and restricted shares, in turn, may vest over time or based on performance metrics. The Compensation Committee considers the intended purpose of each award and alignment with stockholder interests in determining the appropriate form and design of these awards.2015, 44,0582018, 29,674 shares of restricted stock were granted to the President and Chief Executive Officer in accordance with the terms of his employment agreement. In addition, the Compensation Committee made restricted stock grants in the amount of 9,7327,174 shares to the Chief Financial Officer, 10,0006,188 shares each to the Chief Credit Officer, 5,635 shares to the President and Chief OperationsExecutive Officer of Brookline Bank, and 6,5005,559 shares to the President and Chief Executive Officer of Bank Rhode Island.Cosman, Rose, Fess, and Meiklejohn are structured such that fifty percent (50%) of each award will vest ratably over a three-year period and the remaining fifty percent (50%) will vest at the end of the three-year period if certain identified Company performance objectives are achieved. TheseFor awards made prior to 2017, these performance objectives includeincluded Company performance relative to the peer group in the following areas: return on assets, return on equity, asset quality, and total return to stockholders. In 2017, the Compensation Committee conducted a review of the performance objectives. Based on the Compensation Committee's review, the Compensation Committee voted to update the performance objectives for the performance awards made in 2017 and going forward to include Company performance relative to the peer group in the following areas: return on tangible equity, net charge offs, total return to stockholders, and transaction deposit growth which is representative of the percentage change in average checking account balances ("Transaction Deposit Growth"). For 2018, the Transaction Deposit Growth factor measurement period runs from 2017 to 2020. Each factor is weighed at twenty (20%) percent with the exception of Transaction Deposit Growth which is weighted at forty (40%) percent. A threshold of twenty-five (25%) percent has been established for the vesting of performance based restricted stock awards with a maximum payout of two hundred (200%) percent provided certain performance objectives are achieved. Please see the "Grants of Plan-Based Awards" table, in the Named Executive Compensation section below, for more information. Dividends paid on all restricted stock awards, both time based and performance based, are accrued and not paid to the Named Officers until the performance vesting is attained.Plan.PlanCompany'sCompany’s 401(k) Plan. The Compensation Committee believes that a 401(k) Plan is an attractive retirement vehicle for recruiting superior officers. All Named Officers who meet the eligibility requirements may elect to participate in the 401(k) Plan on a non-discriminatory basis. Named Officers, like other employees, may begin deferring compensation upon employment.Company'sCompany’s 401(k) Plan allows employees to make salary reduction contributions equal to the lesser of 75%seventy-five percent (75%) of compensation or a maximum statutory limit which is indexed annually. The 2018 maximum statutory limit was $18,500. Those employees who are age 50 or older are permitted to make a catch-up contribution of no more than one hundred percent (100%) of eligible compensation, or a maximum statutory limit which is indexed annually.Company'sCompany’s 401(k) Plan, the Company provides an annual matching contribution equal to one hundred percent (100%) of the first five percent (5%) of each employee'semployee’s eligible compensation up to athe annual maximum statutory limit which is indexed annually.limit. This annual match provided by the Company vests immediately.Company'sCompany’s acquisition of Bank Rhode Island in 2012, Bank Rhode Island provided Mr. Meiklejohn with a supplemental executive retirement plan benefit pursuant to its 2000 SERP (the "SERP"“SERP”), a liability which the Company assumed following the purchase of Bank Rhode Island. Under the SERP, Mr. Meiklejohn is entitled to an annual retirement benefit of $100,000 per year, payable for hisMeiklejohn'sMeiklejohn’s attainment of the age of 65, or his retirement, provided that no amounts may be paid until at least six months after his termination of employment, except in the event of termination by reason of his death.Plan. AsPlan2015, eligible2018. Eligible participants who include members of the Company'sCompany’s Board of Directors, and certain executive officers, including the Named Officers, are eligible to participate in the Company's Nonqualified Deferred Compensation Plan.25%twenty-five percent (25%) to 100%one hundred percent (100%) of their annual retainer and fees for service on the Board of Directors of the Company and eligible executive officers may elect to defer from 5%five percent (5%) to 100%one hundred percent (100%) of their annual base salary and/or cash incentive payment. Amounts deferred earn interest credited at the end of each month based on the Company'sCompany’s average annual yield on earning assets for the previous calendar quarter, converted to a monthly equivalent yield.2015,2018, participants in the Company'sCompany’s Nonqualified Deferred Compensation Plan included the President and Chief Executive Officer, the Chief OperationsFinancial Officer, and one of the Company's directors.Plan.Plan"ESOP"“ESOP”). Employees with at least one year of employment in which they work at least 1,000 hours with the Company and who have attained age 21 are eligible to participate. Shares of the Company's Common StockCompany’s common stock purchased by the ESOP through the proceeds of a loan are held in a suspense account for allocation among participants.Common Stockcommon stock released from the suspense account are allocated among ESOP participants on the basis of compensation in the year of allocation. Participants are fully vested in their accounts once they become eligible to participate and an allocation has been made to their account. Benefits are payable in the form of Common Stockcommon stock of the Company, and cash, or a combination thereof upon death, retirement, early retirement, disability or separation from service.Company'sCompany’s Board of Directors. The ESOP is administered by a committee comprised of members of the Company'sCompany’s management team. The ESOP committee has appointed an independent financial institution to serve as trustee of the ESOP. The ESOP committee may instruct the trustee regarding investment of funds contributed to the ESOP. The ESOP trustee, subject to its fiduciary duty, must vote all allocated shares held in the ESOP in accordance with the instructions of participating employees. Under the ESOP, non-directed shares and shares held in the suspense account are voted in a manner calculated to most accurately reflect the instructions the ESOP trustee has received from participants regarding the allocated stock so long as such vote is in accordance with the provisions of ERISA.Agreements.Agreements78%seventy-eight percent (78%) of the monthly premiums for group health coverage and 50%fifty percent (50%) of the monthly premiums for individual and family dental and vision coverage.100%one hundred percent (100%) of the monthly premiums for group life and group accident insurance coverage for all full-time employees after the employee has completed three months of service. The Company also sponsors a flexible benefits plan under which employees can pay their ratable share of health insurance premiums on a pre-tax basis, a medical expense reimbursement plan under which employees can defer part of their salary on a pre-tax basis to cover the costs of certain medical expenses not reimbursed through insurance or otherwise, a dependent care plan under which employees can defer part of their salary on a pre-tax basis to cover qualified dependent care expenses, and a transportation plan under which employees can defer part of their salary on a pre-tax basis for qualified parking and transportation expenses. The Company provides Mr. Perrault with an automobile and Mr. Meiklejohn with an automobile allowance in accordance with the terms of their employment agreements with the Company."Code"“Code”)(which generally limits the deduction of compensation paid to certain Named Officers to $1,000,000 unless the compensation is "performance based")$1,000,000). In order to maintain flexibility in compensating executive officers in a manner designed to achieve varying corporate goals, the Compensation Committee currently does not have a specific policy that all compensation must be deductible. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed as part of the Tax Cuts and Jobs Act of 2017, effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the limited transition relief applicable to certain arrangements in place as of November 2, 2017, that are not subsequently materially modified.The Company and its subsidiaries use variable cash incentive compensation programs and/or plans to reward and incent employee performance and retain top talent. is responsible for the review and analysis ofregularly reviews the Company's variable cash incentive programscompensation policies to ensure that they do not encourage excessive risk- or profit-taking at the expense of long term performance and stockholder value. The Compensation Committee completed a review of the Company's variable cash incentive compensation programs and believes that the current incentive compensation programs that are in place at the Company and its subsidiaries effectively incent officer performance and not excessingwithout promoting excessive risk taking. The Compensation Committee will continue to monitor both existing and proposed variable cash incentive compensation programs to ensure that this prudent balance continues to exist.any committeethe Compensation Committee of the Board determines that it is appropriate, the Company may recover in whole or in part any bonus, incentive payment, equity award or other compensation received by an officer of the Company to the extent that such bonus, incentive payment, equity award or other compensation is or was based on any financial results or operating metrics that were impacted by the officer'sofficer’s knowing or intentional fraudulent or illegal conduct, including the making of a material misrepresentation contained in the Company'sCompany’s financial statements.Company'sCompany’s policy with regard to insider trading. The Company'sCompany’s Insider Trading Policy prohibits insiders from pledging shares on margin, trading in derivative securities of the Company'sCompany’s common stock, engaging in short sales of the Company'sCompany’s securities, or purchasing any other financial instrument that is designed to hedge or offset any decrease in the market value of the Company'sCompany’s securities. 20152015,2018, the Company submitted a non-binding, advisory vote to stockholders for approval of the executive compensation paid to the Company'sCompany’s Named Officers in 2014. 2017. At the Company's 2015Company’s 2018 Annual Meeting, the proposal was approved, and the results of the voting on this non-binding and advisory proposal were as follows: FOR (47,110,944)(58,744,886); AGAINST (2,988,113)(2,522,355); ABSTAIN (293,441)(211,150); and BROKER NON-VOTES (13,629,516)(11,569,676). While this vote is not binding, our Compensation Committee and Board of Directors value the opinions of our stockholders and seriously consider the voting results when making executive compensation decisions. The Compensation Committee believes this affirms stockholders'stockholders’ support of the Company'sCompany’s approach to executive compensation.Company'sCompany’s future and further aligns their interests with those of the Company'sCompany’s stockholders. The Compensation Committee encourages the Company'sCompany’s directors and executive officers to purchase and own Company stock and discourages sales of Company stock except pursuant to a pre-arranged plan. The Compensation Committee is of the opinion that the number of shares of the Company'sCompany’s stock owned by each director and executive officer is a personal decision and, independent of any stock ownership requirements that are imposed by law, does not require directors or executive officers to purchase and/or own Company stock. The Compensation Committee will review the Company's policy onCompany's policy onCompany’s position regarding Company stock ownership.COMPENSATION COMMITTEE REPORT 20152018 for filing with the SEC.Joseph J. SlotnikBogdan NowakRosamond B. Vaule2015, 2014,2018, 2017, and 20132016 awarded to or earned by our Chief Executive Officer, Chief Financial Officer, and the Company'sCompany’s three other highest paid Named Officers whose total compensation earned in 2015, 2014,2018, 2017, and 20132016 exceeded $100,000. Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive
Plan
Compensation
($)(4) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5) All Other
Compensation
($) Total
($) 2015 715,000 53,625 500,499 — 536,250 36,588 92,953 (6) 1,934,915 2014 695,000 3,750 486,497 — 521,250 16,715 88,221 (6) 1,811,433 2013 675,000 — 472,504 — 200,000 9,765 63,758 (6) 1,421,027
2015
335,000
16,750
110,555
—
167,500
—
34,932
(7)
664,737 2014 230,000 90,625 307,249 — 121,875 — 23,756 (7) 773,505
2015
330,000
13,200
73,840
—
132,000
(4,770
)
41,633
(8)
585,903 2014 320,000 — 58,760 — 128,000 140,644 38,762 (8) 686,166 2013 310,000 — 48,450 — 93,000 (60,163 ) 39,710 (8) 430,927
2015
288,000
14,400
113,600
—
144,000
—
33,582
(9)
593,581 2014 280,200 — 90,400 — 140,100 — 37,234 (9) 547,934 2013 272,000 — 72,675 — 102,000 — 33,400 (9) 480,075
2015
265,000
13,250
113,600
—
132,500
9,444
39,231
(10)
573,025 2014 257,500 — 90,400 — 128,750 9,211 37,232 (10) 523,093 2013 250,000 — 72,675 — 93,750 8,594 33,627 (10) 458,646 (1)The amounts in this column represent the bonus granted at the discretion of the Compensation Committee in excess of the amount of non-equity incentive plan compensation paid. The amounts earned in 2015 were paid in 2016 and the amounts earned in 2014 were paid in 2015. In 2014, the bonus paid to Mr. Carlson includes a $50,000 signing bonus which was paid when he joined the Company.(2)The amounts in this column represent the aggregate grant date fair value of restricted stock awards made in 2015, 2014, and 2013, respectively. The grant date fair value was calculated by multiplying the number of shares by the closing price of the Company's stock on the grant date. With respect to the performance based component of the awarded restricted stock, amounts included in this column represent the grant date fair value of the target level of the award as we consider target to be the probable outcome. The grant date fair market value of the performance based restricted stock, assuming maximum level of performance, were: $275,276, $267,573, and $259,876, respectively for Mr. Perrault; $60,806 and $168,967, respectively for Mr. Carlson; $40,612, $32,318, and $26,648, respectively for Mr. Meiklejohn; $62,480, $49,720, and $39,971, respectively for Mr. Rose; and $62,480, $49,720, and $39,971, respectively for Mr. Cosman. For a more complete description of the stock awards granted in 2015 please see the Compensation Discussion and Analysis.(3)No options were awarded to the Named Officers during 2015.(4)Compensation shown in this column represents payments earned under the Company's Incentive Plan. The amounts earned in 2015, 2014, and 2013, were paid in 2016, 2015, and 2014, respectively.(5)As applicable to Mr. Meiklejohn only, amounts in this column represent the actuarial increase or decrease, as applicable in the present value of benefits under the Bank Rhode Island Supplement Executive Retirement Plan determined using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements and includes amounts which Mr. Meiklejohn is not currently entitled to receive because he is not eligible to retire. For Mr. Perrault and Mr. Cosman, amounts in this column represent the interest earned in 2015 on earnings that were deferred under the Company's Nonqualified Deferred Compensation Plan, which was introduced on January 1, 2011. Earnings related to all such amounts are credited to such account at the end of each month based on the Company's average annual yield on earning assets for the previous calendar quarter, converted to a monthly-equivalent yield.(6)In 2015, 2014, and 2013, includes: (a) 401(k) plan employer contribution in the amount of $14,830, $13,000, and $12,750, respectively, (b) automobile expense in the amount of $29,191, $29,191, and $20,672, respectively, (c) ESOP share allocations of $2,461, $3,109, and $2,817, respectively, (d) insurance benefit payments in the amount of $18,183, $17,141, and $17,104, respectively, and (e) dividends on unvested restricted stock grants in the amount of $28,288, $25,779, and $10,415. With respect to Mr. Perrault's automobile expenses, the Company computes the aggregate incremental cost of the automobile to Mr. Perrault by using the annual depreciation amount. Name and Principal Position Year Salary ($) Bonus ($)(1) Stock Awards ($)(2) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(4) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) All Other Compensation ($) Total ($) Paul A. Perrault........... 2018 780,000 29,250 546,002 — 585,000 127,735 96,608 (6) 2,164,595 President, Chief 2017 757,000 — 529,905 — 567,750 87,542 92,048 2,034,245 Executive Officer 2016 735,000 27,563 514,505 — 551,250 60,363 92,688 1,981,369 and Director Carl M. Carlson............ 2018 400,000 10,000 132,002 — 200,000 16,750 45,407 (7) 804,159 Chief Financial Officer 2017 365,000 — 121,668 — 182,500 9,028 43,895 722,091 2016 345,000 8,625 113,846 — 172,500 3,148 35,085 678,204 Mark J. Meiklejohn..... 2018 365,300 7,306 102,286 — 146,120 (1,974) 54,179 (8) 673,217 President and Chief 2017 350,300 — 98,082 — 140,120 59,455 50,415 698,372 Executive Officer 2016 340,000 6,800 95,197 — 136,000 57,839 49,412 685,248 Bank Rhode Island M. Robert Rose........... 2018 345,000 8,625 113,859 — 172,500 — 43,654 (9) 683,638 Chief Credit Officer 2017 325,000 — 108,337 — 162,500 — 46,369 642,206 2016 310,000 7,750 102,300 — 155,000 — 42,311 617,361 Darryl J. Fess............... 2018 370,300 7,406 103,684 — 148,120 — 57,738 (10) 687,248 President and Chief 2017 350,300 — 98,082 — 140,120 — 40,304 628,806 Executive Officer 2016 340,000 6,800 77,016 — 136,000 — 38,968 598,784 Brookline Bank (7)In 2015 and 2014 includes: (a) 401(k) plan employer contribution in the amount of $18,000 and $13,000, (b) in 2015, an ESOP share allocation of $1,668, (c) insurance benefit payments in the amount of $14,595 and $10,756, and (d) dividends on unvested restricted stock grants in the amount of $669.(8)In 2015, 2014 and 2013, includes: (a) 401(k) plan employer contribution in the amount of $10,144, $7,872, and $7,790, respectively (b) insurance benefit payments in the amount of $15,987, $14,771, and $14,782, respectively, (c) automobile expenses in the amount of $6,750, $6,000 and $10,500, respectively, (d) parking expenses in the amount of $2,750, $2,700, and $2,700, respectively, (e) dining club expenses in the amount of $775, $3,460, and $3,120, respectively, (f) dividends on unvested restricted stock grants in the amount of $2,766, $850, and $213, respectively, and (g) ESOP share allocations of $2,461, $3,109 and $605, respectively.(9)In 2015, 2014, and 2013, includes: (a) 401(k) plan employer contribution in the amount of $8,776, $13,000, and $12,750, respectively, (b) ESOP share allocations of $2,461, $3,109, and $2,590, respectively, (c) insurance benefit payments in the amount of $18,183, $17,141, and $17,104, respectively, and (d) dividends on unvested restricted stock grants in the amount of $4,162, $3,984, and $956, respectively.(10)In 2015, 2014, and 2013, includes: (a) 401(k) plan employer contribution in the amount of $11,005, $13,000, and $12,750, respectively, (b) ESOP share allocations of $2,461, $3,108, $2,590, respectively, (c) insurance benefit payments in the amount of $21,603, $17,141, and $17,104, respectively, and (d) dividends on unvested restricted stock grants in the amount of $4,162, $3,984, and $956, respectively.(11)Mr. Carlson joined the Company as Chief Financial Officer on April 1, 2014 and received a prorated salary for fiscal year 2014.Grants of Plan-Based Awards—2015 Estimated Possible
Payouts Under
Non-Equity
Incentive Plan
Awards(1) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(6) Estimated Future Payouts
Under Equity Incentive Plan
Awards(2) All Other
Option
Awards:
Number of
Securities
Underlying
Options Grant Date
Fair Value
of Stock
and
Option
Awards
($)(7) Exercise or
Base Price
of Option
Awards
($/sh) Grant
Date Date of
Grant
Approval Target
($) Maximum
($) Threshold
(#)(3) Target
(#)(4) Maximum
(#)(5) $ 536,250 $ 536,250 — — — — — — 7/27/2015 6/24/2015 5,507 22,029 24,232 22,029 — — $ 500,499
$
167,500
$
167,500
—
—
—
—
—
—
— 7/27/2015 6/24/2015 1,217 4,866 5,353 4,866 — — $ 110,556
$
132,000
$
132,000
—
—
—
—
—
—
— 7/27/2015 6/24/2015 813 3,250 3,575 3,250 — — $ 73,840
$
144,000
$
144,000
—
—
—
—
—
—
— 7/27/2015 6/24/2015 1,250 5,000 5,500 5,000 — — $ 113,600
$
132,500
$
132,500
—
—
—
—
—
—
— 7/27/2015 6/24/2015 1,250 5,000 5,500 5,000 — — $ 113,600 (1)This column displays the potential payouts to the Named Officers under the Incentive Plan assuming target and maximum levels of performance are met. Actual amounts paid in February 2016 to the Named Officers under the Incentive Plan are reflected in the Summary Compensation Table under the column "Non Equity Incentive Plan Compensation."(2)Performance based shares granted to Messrs. Perrault, Carlson, Meiklejohn, Rose, and Cosman on July 27, 2015 may vest on July 27, 2018 assuming that identified performance targets are met. Specifically, the Company's return on assets, return on equity, asset quality and total return to stockholders will be compared to the performance of the peer group. Payments will be made to the Named Officers based on the Company's performance relative to the Company's peer group. Each factor is weighted at 25% of the total.(3)Threshold has been established as performance at the 25th percentile or greater when measured against the defined peer group. Performance between the 25th and 50th percentile would be pro-rated with performance at the 50th percentile triggering payments of 50% of target.(4)Target has been established as performance at the 75th percentile of the peer group.(5)Maximum payments of 110% of target will be paid for performance above the 75th percentile when measured relative to the peer group.(6)Time based shares granted to Messrs. Perrault, Carlson, Meiklejohn, Rose, and Cosman on July 27, 2015 vest one-third per year for three years.(7)Amounts in this column reflect the aggregate grant date fair value of the time and performanced based restricted stock awards granted in 2015. The grant date fair value of the restricted stock awards was determined by multiplying the number of restricted shares granted by the closing price of the Company's common stock on July 27, 2015 for Messrs. Perrault, Carlson, Meiklejohn, Rose, and Cosman. For purposes of this table, the grant date fair market value of the performance shares was assumed at the target level, which we consider to be the probable outcome. The actual number of shares earned is dependent on the Company's performance during the performance measuring period, therefore actual results may vary. For a more complete description of the criteria for payment of the performance shares granted in 2015, please see the "Compensation Discussion and Analysis".NAMED EXECUTIVE COMPENSATION 1 The amounts in this column represent the bonus granted at the discretion of the Compensation Committee in excess of the amount of non-equity incentive plan compensation paid. If applicable, the amounts earned in 2018 were paid in 2019. 2 The amounts in this column represent the aggregate grant date fair value of restricted stock awards made in 2018, 2017, and 2016, respectively. The grant date fair value was calculated by multiplying the number of shares by the closing price of the Company's stock on the grant date in accordance with FASB ASC Topic 718. With respect to the performance based component of the awarded restricted stock, amounts included in this column represent the grant date fair value of the target level of the award as we consider target to be the probable outcome. The grant date fair value of the performance based restricted stock, assuming maximum level of performance, were: $546,002, $295,435, and $282,972 respectively for Mr. Perrault; $132,002, $67,839, and $62,609 respectively for Mr. Carlson; $102,286, $60,407, and $52,358 respectively for Mr. Meiklejohn; $113,859, $60,407, and $56,265 respectively for Mr. Rose; and $103,684, $54,690, and $42,359 respectively for Mr. Fess. For a more complete description of the stock awards granted in 2018, please see the Compensation Discussion and Analysis. 3 No options were awarded to the Named Officers during 2018, 2017, and 2016. 4 Compensation shown in this column represents payments earned under the Company's Incentive Plan. The amounts earned in 2018 were paid in 2019. 5 For Mr. Perrault and Mr. Carlson, only, amounts in this column represent the interest earned in 2018 on earnings that were deferred under the Company's Nonqualified Deferred Compensation Plan, which was introduced on January 1, 2011. Earnings related to all such amounts are credited to such account at the end of each month based on the Company's average annual yield on earning assets for the previous calendar quarter, converted to a monthly-equivalent yield. As applicable to Mr. Meiklejohn only, amounts in this column represent the actuarial increase or decrease, as applicable in the present value of benefits under the Bank Rhode Island Supplement Executive Retirement Plan determined using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements and includes amounts which Mr. Meiklejohn is not currently entitled to receive because he is not eligible to retire. 6 In 2018 includes: (a) 401(k) plan employer contribution in the amount of $13,750, (b) automobile expense in the amount of $15,506, (c) ESOP share allocations of $1,947, (d) insurance benefit payments in the amount of $26,638, (e) dividends on unvested restricted stock grants in the amount of $34,328, and (f) parking expenses in the amount of $4,440. With respect to Mr. Perrault's automobile expenses, the Company computes the aggregate incremental cost of the automobile to Mr. Perrault by using the annual depreciation amount. 7 In 2018 includes: (a) 401(k) plan employer contribution in the amount of $13,750, (b) ESOP share allocations of $1,947, (c) insurance benefit payments in the amount of $22,102, and (d) dividends on unvested restricted stock grants in the amounts of $7,608. 8 In 2018 includes: (a) 401(k) plan employer contribution in the amount of $6,892, (b) insurance benefit payments in the amount of $26,671, (c) automobile expenses in the amount of $6,250, (d) parking expenses in the amount of $2,820, (e) dining club expenses in the amount of $2,025, (f) dividends on unvested restricted stock grants in the amount of $7,573, and (g) ESOP share allocations of $1,947. 9 In 2018 includes: (a) 401(k) plan employer contribution in the amount of $13,750, (b) ESOP share allocations of $1,947, (c) insurance benefit payments in the amount of $22,582, and (d) dividends on unvested restricted stock grants in the amount of $5,376. 10 In 2018 includes: (a) 401(k) plan employer contribution in the amount of $9,874, (b) ESOP share allocations of $1,947, (c) insurance benefit payments in the amount of $22,135, (d) parking expenses in the amount of $5,100, (e) professional coaching fees in the amount of $13,500, and (f) dividends on unvested restricted stock grants in the amount of $5,182. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock or Units (#)(6) All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards ($/sh) Grant Date Fair Value of Stock and Option Awards ($)(7) Name Grant Date Date of Grant Approval Target ($) Threshold (#)(3) Target (#)(4) Maximum (#)(5) Paul A. Perrault $ 585,000 — — — — — — 8/2/2018 6/20/2018 3,709 14,837 29,674 14,837 — — $ 546,002 Carl M. Carlson $ 200,000 — — — — — — — 8/2/2018 6/20/2018 897 3,587 7,174 3,587 — — $ 132,002 Mark J. Meiklejohn $ 146,120 — — — — — — — 8/2/2018 6/20/2018 695 2,780 5,558 2,779 — — $ 102,286 M. Robert Rose $ 172,500 — — — — — — — 8/2/2018 6/20/2018 774 3,094 3,403 3,094 — — $ 113,859 Darryl J. Fess $ 148,120 — — — — — — — 8/2/2018 6/20/2018 704 2,818 3,099 2,817 — — $ 103,684 1 This column displays the potential payouts to the Named Officers under the Incentive Plan assuming target and maximum levels of performance are met. The Incentive Plan does not establish a minimum or a maximum for these allocations, therefore the sub-columns "Threshold ($)" and "Maximum ($)" are not applicable and have not been presented. Actual amounts paid in February 2019 to the Named Officers under the Incentive Plan are reflected in the Summary Compensation Table under the column "Non-Equity Incentive Plan Compensation." 2 Performance based shares granted to Messrs. Perrault, Carlson, Meiklejohn, Rose, and Fess on August 2, 2018 may vest on August 2, 2021 if certain identified performance targets are met. Specifically, the Company's return on tangible equity, net charge offs, and total return to stockholders will be compared to the performance of the peer group and the Company's performance relative to Transaction Deposit Growth. Payments will be made to the Named Officers based on the Company's performance relative to the Company's peer group. Each factor is weighted at 20% of the total with the exception of total return to stockholders, which is weighted at 40%. 3 Threshold has been established as performance at the 25th percentile or greater when measured against the defined peer group. Performance between the 25th and 50th percentile would be pro-rated. 4 Target has been established as performance at the 50th percentile of the peer group. 5 Maximum payments of 200% of target will be paid for performance above the 100th percentile when measured relative to the peer group. 6 Time based shares granted to Messrs. Perrault, Carlson, Meiklejohn, Rose, and Fess on August 2, 2018 vest one-third per year for three years. 7 Amounts in this column reflect the aggregate grant date fair value of the time and performance based restricted stock awards granted in 2018. The grant date fair value of the time and performance based restricted stock awards was determined by multiplying the number of restricted shares granted by the closing price of the Company's common stock on August 2, 2018 for Messrs. Perrault, Carlson, Meiklejohn, Rose, and Fess. For purposes of this table, the grant date fair value of the performance shares was assumed at the target level, which we consider to be the probable outcome. The actual number of shares earned is dependent on the Company's performance during the performance measuring period, therefore actual results may vary. For a more complete description of the criteria for payment of the performance shares granted in 2018, please see the "Compensation Discussion and Analysis". End—2015option awards and stock awards held by the Company'sCompany’s Named Officers as of December 31, 2015: Option Awards Stock Awards Grant Date Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Options
Expiration
Date Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(1) Market Value
of Shares or
Units of Stock
that Have Not
Vested
($)(2) Equity incentive
plan awards:
number of
unearned shares,
units or other
rights that have
not vested
(#)(3) Equity incentive
plan awards:
payout value of
unearned shares,
units or other
rights that have
not vested
($)(2) 7/29/2013 8,127 93,461 24,381 280,382 8/8/2014 17,939 206,299 26,908 309,442 7/27/2015 22,029 253,334 22,029 253,334
4/28/2014
14,951
171,937
16,919
194,569 7/27/2015 4,866 55,959 4,866 55,959
7/29/2013
834
9,591
2,500
28,750 8/8/2014 2,167 24,921 3,250 37,375 7/27/2015 3,250 37,375 3,250 37,375
7/29/2013
1,250
14,375
3,750
43,125 8/8/2014 3,334 38,341 5,000 57,500 7/27/2015 5,000 57,500 5,000 57,500
7/29/2013
1,250
14,375
3,750
43,125 8/8/2014 3,334 38,341 5,000 57,500 7/27/2015 5,000 57,500 5,000 57,500 (1)The2018, the Named Officers did not hold any outstanding option awards made to Messrs. Perrault, Meiklejohn, Rose, and Cosman on July 29, 2013 will vest ratably on July 29, 2014, July 29, 2015, and July 29, 2016. The awards made to Messrs. Perrault, Meiklejohn, Rose, and Cosman on August 8, 2014 will vest ratably on August 8, 2015, August 8, 2016, and August 8, 2017. Of the awards made to Mr. Carlson on April 28, 2014, 5,906 shares will vest ratably on April 28, 2015, April 28, 2016, and April 28, 2017 while the remaining 11,013 shares will vest on April 28, 2019 provided he remains employed by the Company at that time. The awards made to Messrs. Perrault, Carlson, Meiklejohn, Rose, and Cosman on July 27, 2015 will vest ratably on July 27, 2016, July 27, 2017, and July 27, 2018.(2)Based on market value per shareas of $11.50 at December 31, 2015.2018:(3)Shares awarded to Messrs. Perrault, Meiklejohn, Rose, and Cosman on July 29, 2013 are scheduled to vest on July 30, 2016 Stock Awards Name Grant Date Number of Shares or Units of Stock that Have Not Vested (#)(1) Market Value of Shares or Units of Stock that Have Not Vested ($)(2) Equity incentive plan awards: number of unearned shares, units or other rights that have not Vested (#)(1) Equity incentive plan awards: payout value of unearned shares, units or other rights that have not Vested ($)(2) Paul A. Perrault......... 7/25/2016 7,509 103,774 22,527 311,323 8/2/2017 12,057 166,628 18,086 249,949 8/2/2018 14,837 205,047 14,837 205,047 Carl M. Carlson.......... 4/28/2014 11,013 152,200 — — 7/25/2016 1,662 22,969 4,985 68,893 8/2/2017 2,768 38,254 4,153 57,394 8/2/2018 3,587 49,572 3,587 49,572 Mark J. Meiklejohn... 7/25/2016 1,390 19,210 4,168 57,602 8/2/2017 2,232 30,846 3,348 46,269 8/2/2018 2,779 38,406 2,780 38,420 M. Robert Rose......... 7/25/2016 1,493 20,633 4,479 61,900 8/2/2017 2,465 34,066 3,698 51,106 8/2/2018 3,094 42,759 3,094 42,759 Darryl J. Fess..... 7/25/2016 1,124 15,534 3,372 46,601 8/2/2017 2,232 30,846 3,348 46,269 8/2/2018 2,817 38,931 2,818 38,945 1 These numbers represent shares of restricted stock subject to time and performance based vesting requirements. The shares of restricted stock subject to time based vesting requirements vest ratably on annual basis for three years beginning on the first anniversary of the grant date. The shares of restricted stock subject to performance based vesting requirements vest three years from the dates of grant, assuming the attainment of identified performance targets. The actual number of shares that will be earned pursuant to the performance based awards are dependent upon the Company's performance for the identified performance periods. We assume for purposes of the table that the Company's performance during the performance periods will result in the target amount of each award being earned by the Named Officers. Actual results may vary based upon the Company's actual performance. In the case of Mr. Carlson’s grant of April 28, 2014, 11,013 of the time based restricted stock shares will vest on April 28, 2019 provided he remains employed by the Company at that time. 2 Based on market value per share of $13.82 at December 31, 2018, which was the closing price of the Company's common stock on the NASDAQ Global Select Market on such date. Vested—2015Vested - 2018options exercised and stock awards that vested during the last fiscal year and the value realized thereon. Stock Awards Number of shares
acquired on vesting Value realized on
vesting ($) 36,200 408,108 (2)(3)(4) 1,968 21,609 (1) 3,688 41,543 (2)(3)(4) 5,572 62,760 (2)(3)(4) 5,572 62,760 (2)(3)(4)
Company's Named Officers exercised option awards in 2018.(1)Value is based on None of the number of shares that vested on April 28, 2015, multiplied by the market price per share on the vesting date, which was $10.98. Stock Awards Name Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Value Realized on Vesting ($) Paul A. Perrault.......... 37,402 692,461 (1)(2)(3)(4) Carl M. Carlson.......... 8,316 153,957 (1)(2)(3)(4) Mark J. Meiklejohn..... 6,025 111,559 (1)(2)(3)(4) M. Robert Rose........ 8,142 150,728 (1)(2)(3)(4) Darryl J. Fess............ 5,760 106,617 (1)(2)(3)(4) 1 In accordance with SEC rules, this table provides information regarding stock award vestings that occurred in 2018. This table presents gross share amounts, without accounting for shares withheld upon vesting for payment of taxes. 2 Value is based on the number of shares that vested on July 25, 2018, multiplied by the closing price per share on the vesting date, which was $18.65. 3 Value is based on the number of shares that vested on July 27, 2018, multiplied by the closing price per share on the vesting date, which was $18.50. Included in the number of shares acquired on vesting are performance-based restricted stock grants made to the Named Officers in office on July 27, 2015. Based on the Company's performance for the three year period ending December 31, 2017, the performance-based restricted stock vested at 75% of the target level. The remaining 25% of the target award was forfeited. 4 Value is based on the number of shares that vested on August 2, 2018, multiplied by the closing price per share on the vesting date, which was $18.40. (2)Value is based on the number of shares that vested on July 29, 2015, multiplied by the market price per share on the vesting date, which was $11.33.NAMED EXECUTIVE COMPENSATION (3)Value is based on the number of shares that vested on July 30, 2015, multiplied by the market price per share on the vesting date, which was $11.30.(4)Value is based on the number of shares that vested on August 8, 2015, multiplied by the market price per share on the vesting date, which was $11.13.Benefits—2015Benefits – 2018Prior to the Company's acquisition of Bank Rhode Island in 2012, Bank Rhode Island provided Mr. Meiklejohn with a supplemental executive retirement plan benefit pursuant to its 2000 SERP (the "SERP"), a liability which the Company assumed following the purchase of Bank Rhode Island. Under the SERP, Mr. Meiklejohn is entitled to an annual retirement benefit of $100,000 per year, payable for his lifetime. This benefit is payable upon the later of Mr. Meiklejohn's attainment of the age of 65, or his retirement, provided that no amounts may be paid until at least six months after his termination of employment, except in the event of termination by reason of his death.Mr. Meiklejohn is fully vested in the SERP benefit. In the event of Mr. Meiklejohn's death, pursuant to the terms of the SERP, his estate will be provided with a death benefit equal to the accrual balance at the date of his death reduced by the amount of the death benefit payable under a life insurance policy on Mr. Meiklejohn's life. The pre-retirement and post-retirement benefits are funded through a life insurance policy on Mr. Meiklejohn's life, purchased and owned by the Bank which contains a split-dollar endorsement in favor of Mr. Meiklejohn.A Rabbi Trust was established at the time of the Company's acquisition of Bank Rhode Island to fund the Company's liability pursuant to the SERP. All benefits are forfeited in the event that Mr. Meiklejohn's employment is terminated as a result of a criminal act of fraud, misappropriation, embezzlement, or through a felony that involves the property of the Company.2015.2018.Name Plan Name Number of Years
of Credited
Service
(#)(1)Present Value of
Accumulated
Benefit
($)(2)Payments During
Last FisicalFiscal Year
($)Mark J. Meiklejohn Supplemental Executive Retirement Plan N/A 633,520748,841 — 1 Pursuant to the terms of the SERP, the benefit is not based upon years of credited service. The benefit is based on a fixed amount and is fully vested. 2 Reflects actuarial present value of Mr. Meiklejohn's benefits under the SERP using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements and includes amounts which Mr. Meiklejohn is not currently entitled to receive because he is not eligible to retire.
Nonqualified Deferred Compensation – 2018(1)Pursuant to the terms of the SERP, the benefit is not based upon years of credited service. The benefit is based on a fixed amount and is fully vested.(2)Reflects actuarial present value of Mr. Meiklejohn's benefits under the SERP using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements and includes amounts which Mr. Meiklejohn is not currently entitled to receive because he is not eligible to retire.Nonqualified Deferred Compensation—2015Officer'sOfficer’s Nonqualified Deferred Compensation account as of December 31, 2015.2018. For more information about the Company'sCompany’s Nonqualified Deferred Compensation Plan, please see "Nonqualified Deferred Compensation PlanPlan", above. Executive
Contribution
in 2015
($)(1) Company
Contributions
in 2015
($) Aggregate
Earnings
in 2015
($)(2) Aggregate
Withdrawals or
Distributions
($) Aggregate
balance as of
December 31,
2015
($) 512,740 — 36,588 — 987,428 — — — — — — — — — — — — — — — — — 9,444 — 233,778 Executive Contribution in
2018 Company Contributions in
2018 Aggregate Earnings in 2018 Aggregate Withdrawals or Distributions Aggregate balance as of December 31, 2018 Name ($) (1) ($) ($) (2) ($) ($) Paul A. Perrault........... — — 127,735 — 2,937,755 Carl M. Carlson......... 145,456 — 16,750 — 442,843 Mark J. Meiklejohn.... — — — — — M. Robert Rose.......... — — — — — Darryl J. Fess....... — — — — — 1 The amount listed represents the amounts contributed by the Named Officer which are reported as salary earned in the last fiscal year in the Summary Compensation Table. 2 The aggregate earnings represent interest paid on the Named Officer's balances calculated using the Company's average annual yield on earning assets for the previous calendar quarter, converted to a monthly equivalent yield. (1)The amount listed represents the amounts contributed by the Named Officer which are reported as salary earned in the last fiscal year in the Summary Compensation Table.NAMED EXECUTIVE COMPENSATION (2)The aggregate earnings represent interest paid on the Named Officer's balances calculated using the Company's average annual yield on earning assets for the previous calendar quarter, converted to a monthly equivalent yield.(the "Perrault Agreement"(as amended the “Perrault Agreement”) with Mr. Perrault on April 11, 2011.2011 which was amended on July 25, 2018. The Perrault Agreement is for a period of thirty-six (36) calendar months, and commencing on the first anniversary of the date of the Agreement, and continuing at each anniversary date thereafter, the Perrault Agreement shall renew for an additional year unless written notice is provided to Mr. Perrault at least sixty (60) days prior to any such anniversary date.75%seventy-five percent (75%) of base salary. As previously discussed, payment of this award is predicated upon the Company'sCompany’s achievement of established annual goals. The Perrault Agreement also sets forth the terms and conditions of Mr. Perrault'sPerrault’s long-term incentive, which is in the form of equity compensation. Specifically, Mr. Perrault is eligible to receive an award of restricted stock having a value equal to 70%seventy percent (70%) of his base salary in effect at the time the award is made. Fifty percent (50%) of each award will vest ratably over a three-year period, with the remaining fifty percent (50%) vesting at the end of a three-year period based on the attainment of performance goals which are established by the Compensation Committee.Perrault'sPerrault’s base salary, (ii) the highest bonus awarded to him during the past three years, and (iii) the highest equity consideration previously awarded to him in any year.or Brookline Bank shall continue to be made available to Mr. Perrault for 24 months from the date of termination. The Company shall alsoIn January 2018, the Compensation Committee voted to provide Mr. Perrault with healthcare coverage (medical and dental) until he attainsPost-Retirement benefits as set forth in the Brookline Bank 2004 Post Retirement Medical Benefit Plan (the "Post Retirement Medical Benefit Plan"). The Post Retirement Medical Benefit Plan provides that at the age 65; provided, however, thatof 65, an eligible employee shall be entitled to receive a post-retirement health subsidy equal to three (3%) percent of the annual premium cost per year of service after the age of 40 with a maximum subsidy of fifty (50%) percent.coverage would cause the Company to be subject to tax penalties under the Patient Protection and Affordable Care Act, the Company shall payreduction will result in Mr. Perrault receiving a monthlyhigher after-tax amount equalin order to mitigate the costrisk of healthcare coverage until he attains age 65.Notwithstanding the preceding paragraphs, if the aggregate payments and benefitsany excise taxes imposed pursuant to be made to Mr. Perrault (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code (the "Code"), then the Termination Benefits would be reduced to an amount (the "non-Triggering Amount"), the value of which would be one hundred dollars less than the total amount of payments permissible under Section 280G of the Code.the remaining term of the Perrault Agreement, or one year, whichever is the longer period of time, provided that any amounts actually paid to Mr. Perrault pursuant to any disability insurance or other similar such program which the Company has provided, or pursuant to any workman'sworkman’s or social security disability program, shall reduce the compensation to be paid to Mr. Perrault resulting from his disability.Perrault'sPerrault’s estate, legal representatives or beneficiaries shall be paid his Base Salarybase salary for a period of one year from the date of his death and the Company will continue to provide medical, dental and other benefits normally provided to Mr. Perrault'sPerrault’s family for one year after his death."Meiklejohn Agreement"“Meiklejohn Agreement”) with Mr. Meiklejohn on April 19, 2011. The Meiklejohn Agreement provides that Mr. Meiklejohn will serve as the President and Chief Executive Officer of Bank Rhode Island, will receive a base salary and will be eligible for a short-term incentive payment pursuant to the Company'sCompany’s incentive plan. Mr. Meiklejohn'sMeiklejohn’s receipt of the full amount of the annual short-term incentive is predicated upon the achievement by the Company of certain performance targets as discussed above.cause,Cause, as defined in the Meiklejohn Agreement, he will be entitled to receive a payment amount equal to his base salary for one year, the Company will continue to provide Mr. Meiklejohn with medical, dental, and life insurance benefits for a period of 12 months from the date of termination, and he will receive outplacement services for six months from the date of termination.Base Salarybase salary for six months, provided that any amounts actually paid to Mr. Meiklejohn pursuant to any disability insurance or other similar such program which the Company has provided, or pursuant to any workman'sworkman’s or social security disability program, shall reduce the compensation to be paid to Mr. Meiklejohn resulting from his disability. In the event of Mr. Meiklejohn'sMeiklejohn’s death, the Meiklejohn Agreement will automatically terminate."Termination Benefits"“Termination Benefits”) pursuant to the Meiklejohn Agreement would be deemed to include an "excess“excess parachute payment"payment” under Section 280G of the Internal Revenue Code, (the "Code"), then the Termination Benefits would be reduced to an amount (the "non-Triggering Amount"),that represents the value of which wouldmaximum amount that can be one hundred dollars less thandeducted by the total amount of payments permissible underCompany and Bank Rhode Island in accordance with Section 280G of the Code.Company'sCompany’s standard change-in-controlChange-in-Control agreement, discussed below, which provides certain benefits upon the occurrence of a change-in-control,Change-in-Control, as defined in the agreement."Change in Control Agreements"“Change-in-Control Agreements”) with several of the Company'sCompany’s officers, including individuals who serve as officers of the Company'sCompany’s subsidiaries and all of the Named Officers.Officers with the exception of Mr. Perrault, whose employment agreement with the Company includes change in control provisions. The Change in ControlChange-in-Control Agreements provide certain benefits in the event of a qualifying termination within 12 months following a change in control of the Company. For these purposes, a "changechange in control"control ("Change-in-Control") is defined generally to mean: the consummation of (i) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act)Securities Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.Change in ControlChange-in-Control Agreements may have the effect of making a takeover more expensive to an acquirer, the Company believes that the benefits of enhancing the Company'sCompany’s ability to attract and retain qualified management persons by offering the Change in ControlChange-in-Control Agreements outweigh any disadvantage of such agreements.Under the Change in Control Agreement, if, within twelve months following a "Change in Control" of the Company (as defined in the Change in Control Agreement), the Executive's employment with the Company is terminated by the Company other than for cause, or by the Executive for good reason (each as defined in the Change in Control Agreement), the Executive would be entitled to (1) a payment equal to two times the sum of the Executive's annual base salary in effect immediately prior to the "Change in Control" and the Executive's target bonus for the fiscal year in which the "Change in Control" occurred, and, (2) continuation of certain benefits provided by the Company for 24 months following the date of termination. Notwithstanding any provision to the contrary in the Change in Control Agreements, payments under the Change in Control Agreements will be reduced if such reduction will result in the Executive receiving a higher after-tax amount.2015,2018, the following individualsNamed Officers would be entitled to the following payments and benefits under the terms of their employment agreements and other arrangements: Voluntary
Resignation Early
Retirement Normal
Retirement Involuntary not for
Cause
Termination Involuntary
Termination for
Cause Involuntary
Termination after
Change in Control Disability(4) Death(4) $ 1,794,875 $ — $ — $ 1,794,875 $ — $ 5,384,625 $ 715,000 $ 715,000 $ — $ — $ — $ — $ — $ 1,396,250 $ — $ — $ 48,304 $ — $ — $ 48,304 $ — $ 48,304 $ — $ 48,304 $ — $ — $ — $ — $ — $ — $ — $ — $ 75,000 $ — $ — $ 75,000 $ — $ 75,000 $ — $ — $ 1,918,179 $ — $ — $ 1,918,179 $ — $ 6,904,179 $ 715,000 $ 763,304
$ — $ — $ — $ — $ — $ 1,038,400 $ — $ — $ — $ — $ — $ — $ — $ 642,471 $ 642,471 $ 642,471 $ — $ — $ — $ — $ — $ 31,050 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 1,711,921 $ 642,471 $ 642,471
�� $ — $ — $ — $ 330,000 $ — $ 950,400 $ 165,000 $ — $ — $ — $ — $ 197,421 $ — $ 197,421 $ 197,421 $ 197,421 $ — $ — $ — $ — $ 33,834 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 527,421 $ — $ 1,181,655 $ 362,421 $ 197,421
$ — $ — $ — $ — $ — $ 892,800 $ — $ — $ — $ — $ — $ — $ — $ 282,716 $ 282,716 $ 282,716 $ — $ — $ — $ — $ — $ 38,150 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 1,213,666 $ 282,716 $ 282,716
$ — $ — $ — $ — $ — $ 821,500 $ — $ — $ — $ — $ — $ — $ — $ 282,716 $ 282,716 $ 282,716 $ — $ — $ — $ — $ — $ 44,850 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 1,149,066 $ 282,716 $ 282,716 Name Voluntary Resignation Early Retirement Normal Retirement Involuntary not for Cause Termination Involuntary Termination for Cause Involuntary Termination after Change in Control Disability (4) Death (4) Paul A. Perrault Employment Agreement Severance........................ $ 1,940,252 $ — $ — $ 1,940,252 $ — $ 5,820,755 $ 780,000 $ 780,000 Equity (1)........................ $ — $ — $ — $ — $ — $ 1,241,768 $ — $ — Perquisites/Benefits (2).... $ 31,422 $ — $ — $ 31,422 $ — $ 31,422 $ — $ 18,699 Tax Reimbursement......... $ — $ — $ — $ — $ — $ — $ — $ — Other (3).......................... $ 75,000 $ — $ — $ 75,000 $ — $ 75,000 $ — $ — Total.................................. $ 2,046,674 $ — $ — $ 2,046,674 $ — $ 7,168,945 $ 780,000 $ 798,699 Carl M. Carlson Change in Control Agreement Severance......................... $ — $ — $ — $ — $ — $ 1,220,000 $ — $ — Equity (1)........................ $ — $ — $ — $ — $ — $ 326,815 $ 326,815 $ 326,815 Perquisites/Benefits (2).... $ — $ — $ — $ — $ — $ 44,202 $ — $ — Tax Reimbursement......... $ — $ — $ — $ — $ — $ — $ — $ — Other............................... $ — $ — $ — $ — $ — $ — $ — $ — Total................................. $ — $ — $ — $ — $ — $ 1,591,017 $ 326,815 $ 326,815 Mark J. Meiklejohn Employment Agreement and Change in Control Agreement Severance......................... $ — $ — $ — $ 365,300 $ — $ 1,037,452 $ 182,650 $ — Equity (1)........................ $ — $ — $ — $ — $ — $ 248,428 $ 248,428 $ 248,428 Perquisites/Benefits (2).... $ — $ — $ — $ 26,671 $ 53,342 $ — $ — Tax Reimbursement......... $ — $ — $ — $ — $ — $ — $ — $ — Other............................... $ — $ — $ — $ — $ — $ — $ — $ — Total.................................. $ — $ — $ — $ 391,971 $ — $ 1,339,222 $ 431,078 $ 248,428 M. Robert Rose Change in Control Agreement Severance........................ $ — $ — $ — $ — $ — $ 938,250 $ — $ — Equity (1)........................ $ — $ — $ — $ — $ — $ 308,310 $ 308,310 $ 308,310 Perquisites/Benefits (2).... $ — $ — $ — $ — $ — $ 45,162 $ — $ — Tax Reimbursement......... $ — $ — $ — $ — $ — $ — $ — $ — Other............................... $ — $ — $ — $ — $ — $ — $ — $ — Total................................. $ — $ — $ — $ — $ — $ 1,291,722 $ 308,310 $ 308,310 Darryl J. Fess Change in Control Agreement Severance......................... $ — $ — $ — $ — $ — $ 1,051,652 $ — $ — Equity (1)........................ $ — $ — $ — $ — $ — $ 230,103 $ 230,103 $ 230,103 Perquisites/Benefits (2).... $ — $ — $ — $ — $ — $ 44,270 $ — $ — Tax Reimbursement......... $ — $ — $ — $ — $ — $ — $ — $ — Other............................... $ — $ — $ — $ — $ — $ — $ — $ — Total................................. $ — $ — $ — $ — $ — $ 1,326,025 $ 230,103 $ 230,103 1 Amounts in this column represent shares of common stock award to the Named Officers that have not vested as of December 31, 2018, and would vest upon an involuntary termination following a change in control, or in the event of the disability or death of the Named Officer. The value of the shares of common stock awarded to the Named Officers is based on a closing price of $13.82 per share on December 31, 2018. In the case of Mr. Perrault, this amount is designated per his employment agreement with the Company. 2 Amounts in this column reflect medical and dental insurance premiums, life insurance premiums, group term disability insurance premiums, and, where applicable, an automobile allowance. 3 Amounts in this column represent the administrative support allowance provided to the Chief Executive Officer following an Event of Termination pursuant to his Employment Agreement with the Company. Please see the description above related to Mr. Perrault's Employment Agreement for more information. 4 In the event of disability or death of a Named Officer, in addition to the benefits shown under the columns "Disability" and "Death," the Named Officer would receive benefits under the Company's disability plan or payments under the Company's group term life insurance plan, as applicable. 2015,2017 was selected to determine our Median Employee. We used gross pay to calculate the Median Employee. The gross pay method includes all payments made to an employee during a given calendar year. Consistent with SEC guidance we excluded certain non-relevant employees from the calculation such as those who left the Company prior to December 31, 2017 and would vest upon an involuntary termination followingour CEO. The gross pay for employees who were hired by the Company during 2017 was annualized in accordance with SEC guidance. Using this information, we determined our Median Employee and calculated the CEO Pay Ratio based on the Median Employee’s Total Compensation as required by SEC guidance. The Median Employee selected for 2017 remained with the Company in 2018, but transitioned to a change in control, or in the event of the disability or death of the Named Officer.(2)Amounts in this column reflect medical and dental insurance premiums, life insurance premiums, group term disablity insurance premiums, and, where applicable an automobile allowance.(3)Amounts in this column represent the administrative allowance provideddifferent role. There was a second employee whose compensation was substantially similar to the Chief Executive Officer following an Event of Termination pursuant to his Employment Agreement with the Company. Please see the "Compensation Discussion and Analysis" for more information.(4)In the event of disability or death of a Named Officer, in addition to the benfits shown under the columns "Disability" and "Death," the Named Officer would receive benefits underMedian Employee, this person was used as the Company's disability plan or payments under the Company's group term life insurance plan, as appropriate.("NASDAQ"(“NASDAQ”) listing standards and Securities and Exchange Commission ("SEC"(“SEC”) rules and regulations applicable to Audit Committees. All members of the Audit Committee are financially literate under the applicable NASDAQ rules, and Thomas J. Hollister and John J. Doyle, Jr. are "audit“audit financial committee experts"experts” within the meaning of that term as defined by the SEC in Regulation S-K under the Securities Exchange Act of 1934, as amended. The Board has adopted, and annually reviews, an Audit Committee charter. The charter specifies the scope of the Audit Committee'sCommittee’s responsibilities and how it carries out those responsibilities.Company'sCompany’s independent registered public accounting firm and internal audit function, evaluating the Company'sCompany’s accounting policies and the Company'sCompany’s system of internal controls that management and the Board have established, and reviewing material transactions. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company'sCompany’s financial statements.Company'sCompany’s December 31, 20152018 audited financial statements with management and with KPMG LLP, the Company'sCompany’s independent registered public accounting firm. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 16,1301, as amended (Codification of Statements on Auditing Standards, AU380), as adopted by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) in Rule 3200T.3200. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence. The Audit Committee has considered whether the provision of non-audit services to the Company is compatible with KPMG LLP'sLLP’s independence.20152018 audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015,2018, for filing with the SEC. We have selected KPMG LLP as the Company'sCompany’s independently registered public accounting firm for the fiscal year end 2016,2019, and have approved submitting the selection of the independent registered public accounting firm for ratification by the shareholders.Rosamond B. Vaule PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMourthe Company's independent registered public accounting firm, and that firm conducted the audit of ourthe Company's consolidated financial statements for the fiscal year ended December 31, 2015.2018. The Audit Committee has appointed KPMG LLP to serve as the independent registered public accounting firm to conduct an audit of ourthe Company's consolidated financial statements for the fiscal year ending December 31, 2016.annual meeting of stockholders,Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions."FOR"“FOR” THE RATIFICATION OF KPMG LLP AS
INDEPENDENT REGISTERED ACCOUNT FIRM20152018 and 2014: 2015 2014 $ 953,250 $ 1,018,250 60,000 138,000 — 199,700 — — $ 1,013,250 $ 1,355,950
2017:(1)Audit Fees. Audit fees were for professional services rendered for the audit of the Company's annual financial statements, the audit of internal controls over financial reporting, the review of quarterly financial statements, and the preparation of statutory and regulatory filings.(2)Audit-Related Fees. Audit-related fees in 2015 were for services rendered in conjunction with the Company's adoption of the 2013 Committee of Sponsoring Organizations of the Treadway Commission Framework and adoption of Accounting Standard Update 2014-1. Audit-related fees in 2014 were for services rendered in conjunction with the Company's offering of subordinated notes in 2014.(3)Tax Fees. Tax fees consist of fees billed for professional services for tax compliance, tax planning, and tax audit defense. The Audit Committee considered and determined that the provision for non-audit services provided by KPMG LLP is compatible with maintaining that firm's independence. The Company did not retain KPMG LLP for tax compliance services in 2015.(4)All Other Fees. There were no other fees.Fee Category 2018 2017 Audit Fees(1) $ 1,131,469 $ 957,580 Audit-Related Fees(2) $ — $ 120,000 Tax Fees(3) $ — $ — All Other Fees(4) — — $ 1,131,469 $ 1,077,580 1 2 3 4 eachthe engagement of KPMG LLP for audit and non-audit services before we engage KPMG LLP to provide those services.services except to the extent such approval is not required pursuant to our pre-approved audit services policy. Our Audit Committee has not established anya pre-approval policies or procedurespolicy consistent with the requirements of the SEC and PCAOB that would allowallows management to engage KPMG LLP to provide any specifiedcertain, pre-specified services up to a pre-approved cost level with only an obligation to notify the Audit Committee of the engagement for those services. Noneservices at the Audit Committee’s next regularly scheduled meeting. Consistent with the pre-approval policy and the requirements of the services provided bySEC and PCAOB, the Committee pre-approved all of KPMG LLP for2018 fees and services to the fiscal year 2015 were obtained in reliance on the waiver ofextent required by the pre-approval requirement afforded in SEC regulations.policy. PROPOSAL 3: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATIONPROPOSAL 3: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY") Securities Exchange Act, of 1934, as amended, the Board of Directors is submitting tofor stockholder approval, on an advisory basis, the compensation paid to the Company'sCompany’s named executive officers as described in this Proxy Statement pursuant to Item 402 of Regulation S-K. As previously disclosed by the Company, the Board of Directors has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next such stockholder advisory vote will occur at the 20162019 Annual Meeting of Stockholders.or the Board of Directors or the Compensation Committee or creating or implying any change to the fiduciary duties of the Board. Furthermore, because this non-binding resolution relates primarily to compensation that has already been paid or is contractually committed for the Company'sCompany’s Named Officers, there is generally no opportunity for the Board to revisit those decisions. However, the Compensation Committee intends to take the results of thisthe vote on this proposal into account in its future decisions regarding the compensation of the Company'sCompany’s Named Officers.Company'sCompany’s compensation program is designed to attract, motivate and retain the Named Officers who are critical to the Company'sCompany’s success, offering a combination of base salary and both annual and long-term incentives that are closely aligned with the Company'sCompany’s annual and long-term performance objectives. Please see the section titled "“Compensation Discussion and Analysis"” for additional information about the Company'sCompany’s executive compensation programs."“Compensation Discussion and Analysis."”Company'sCompany’s Named Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, be approved."FOR"“FOR” APPROVAL OF THE COMPENSATION OF THE COMPANY'SCOMPANY’S NAMED OFFICERSCompany'sCompany’s proxy materials for its 20172020 Annual Meeting must be received by the Company on or before November 25, 2016December 7, 2019 in order to be considered for inclusion in its proxy materials. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy materials. Any such proposal should be mailed to: Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116, Attn.: Corporate Secretary.Company's 2017Company’s 2020 Annual Meeting, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the Company'sCompany’s proxy materials for its 20172020 Annual Meeting, must be received in writing at our principal executive office, together with the appropriate supporting documentation, not later than February 3, 2017,15, 2020, nor earlier than January 4, 2017,16, 2020, provided, however, that in the event the 20172020 Annual Meeting is first convened more than thirty (30) days before or more than sixty (60) days after the anniversary of this year'syear’s Annual Meeting, the stockholder proposal must be so received by the later of the close of business on the ninetieth (90th) day prior to the scheduled date of the 20172020 Annual Meeting or the tenth (10th) day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Proxies solicited by our Board of Directors will confer discretionary voting authority with respect to these proposals, subject to SEC rules and regulations governing the exercise of this authority. Any such proposals must be mailed to: Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116, Attn.: Corporate Secretary.Other Matters Miscellaneous Company'sCompany’s employees may solicit proxies personally or by telephone without additional compensation.ANNUAL MEETING OF STOCKHOLDERS OF BROOKLINE BANCORP, INC. May 4, 2016 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2016. THE ANNUAL MEETING PROXY STATEMENT, THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS, AND BROOKLINE BANCORP, INC.'S 2015 ANNUAL REPORT ON FORM 10-K ARE EACH AVAILABLE ON THE INTERNET AT HTTPS://MATERIALS.PROXYVOTE.COM/11373M. Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333333000001000 9 050416 David C. Chapin changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED HEREIN. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTIONS ARE SPECIFIED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” ALL NOMINEES FOR DIRECTOR, AND “FOR” PROPOSALS 2 AND 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS THAT ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING AND AT ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE WITH RESPECT TO THE ELECTION OF ANY INDIVIDUAL AS DIRECTOR WHERE ONE OR MORE NOMINEES ARE UNABLE TO SERVE, OR FOR GOOD CAUSE WILL NOT SERVE, AND WITH RESPECT TO MATTERS INCIDENTAL TO THE CONDUCT OF THE ANNUAL MEETING. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. 1. To elect the five nominees named in the proxy statement, each to serve for a three-year term and until their respective successors are duly elected and qualified. FOR AGAINST ABSTAIN David C. Chapin John A. Hackett John L. Hall II John M. Pereira Rosamond B. Vaule 2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016. 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. Please indicate if you plan to attend this meeting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this changes to the registered name(s) on the account may not be submitted via method. Signature of Stockholder Date: Signature of Stockholder Date:
- 0 REVOCABLE PROXY BROOKLINE BANCORP, INC. ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 2016, 11:00 A.M. EASTERN TIME The undersigned stockholder of Brookline Bancorp, Inc., a Delaware corporation (the "Company"), hereby appoints Paul A. Perrault, President and Chief Executive Officer and Michael W. McCurdy, General Counsel and Corporate Secretary, and each of them, as proxies for the undersigned, each with full power of substitution, to attend the Annual Meeting of Stockholders of the Company (the "Annual Meeting"), to be held at The Charles Hotel on May 4, 2016, 11:00 a.m. Eastern Time, and any adjournments or postponements thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all of the powers the undersigned would possess if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the Proxy Statement, the terms of each of which are incorporated herein by reference, and revokes any proxy heretofore given with respect to the Annual Meeting. (Continued and to be signed on the reverse side.) 14475 1.1
