BERKSHIRE HILLS BANCORP INC
For the period ended May 16, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 5, 2024
Contents
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by Principal Executive Officers (“PEOs”) and non-PEO NEOs, including with respect to restricted stock compensation.
| PEO | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total(1) · Compensation Actually Paid(2) · Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) · Average Compensation Actually Paid to Non-PEO NEOs(4)($) · Value of Initial Fixed $100 Fixed Investment from 12/31/19 · Company-Selected Performance Measure | ||||||||||||
| Year · PEO 1Nitin Mhatre($) · PEO 2Sean Gray($) · PEO 3Richard Marotta($) · PEO 1Nitin Mhatre($) · PEO 2Sean Gray($) · PEO 3Richard Marotta($) · Total Shareholder Return ($)(5) · Peer Group Total Shareholder Return ($)(6) · Net Income($M) · Operating ROTCE(7) | ||||||||||||
| 2023 | 2,633,381 | N/A | N/A | 1,658,299 | N/A | N/A | 907,631 | 635,368 | 85.10 | 115.64 | 69,598 | 8.03% |
| 2022 | 2,609,600 | N/A | N/A | 2,984,797 | N/A | N/A | 957,688 | 987,755 | 99.13 | 116.10 | 92,533 | 8.94% |
| 2021 | 2,292,852 | 1,813,456 | N/A | 2,947,138 | 2,662,478 | N/A | 616,334 | 643,915 | 92.51 | 124.74 | 118,664 | 7.74% |
| 2020 | N/A | 1,493,453 | 5,301,126 | N/A | 804,428 | 3,646,629 | 621,554 | 350,331 | 54.70 | 91.29 | (533,017) | 3.18% |
(1)The dollar amounts reported for the PEOs Mr. Mhatre, Mr. Gray and Mr. Marotta under “Summary Compensation Table Total” are the amounts of total compensation reported for those persons for each corresponding year in the “Total” column of the Summary Compensation Table.
(2) The dollar amounts reported for Mr. Mhatre, Mr. Gray, and Mr. Marotta under “Compensation Actually Paid” represent the amount of “compensation actually paid” to those persons, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to them during the applicable year.
(3)The dollar amounts reported under Average Summary Compensation Total for non-PEO NEOs represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding any individual serving as our CEO during such year) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Sean Gray, David Rosato, James Brown, Gregory Lindenmuth, and Brett Brbovic); (ii) for 2022, Sean Gray, Brett Brbovic, George Bacigalupo, Gregory Lindenmuth, and Subhadeep Basu; (iii) for 2021, Subhadeep Basu, George Bacigalupo, Gregory Lindenmuth, Deborah Stephenson and James Moses; and (iv) for 2020, James Moses, George Bacigalupo, Gregory Lindenmuth, and Tami Gunsch.
(4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year.
(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period which is December 31, 2019.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: KBW NASDAQ Regional Banking Index. The measurement period is from December 31, 2019.
(7)Operating Return on Tangible Common Equity is based on earnings on an operating basis as adjusted for notable items as disclosed in Appendix A. The specific measure used is the Operating Return on Tangible Common Equity, excluding unrealized losses on AFS securities.
In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the PEO's and non-PEO NEOs’ total compensation to determine the compensation actually paid in 2023:
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