Document

DEF 14A 1 brooklinebancorpproxy2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Soliciting Material under §240.14a-12

Brookline Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

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April 1, 2022

Dear Stockholder,

I am pleased to invite you to the Brookline Bancorp, Inc. 2022 Annual Meeting of Stockholders (the "Annual Meeting") which will be held in a virtual only format at 11:00 a.m., Eastern Time, on May 11, 2022. To attend the virtual Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2022.

As in prior years, we are providing proxy materials to our stockholders primarily through the Internet. As part of our overall commitment to environmental responsibility, we continue to seek opportunities to reduce waste and our impact on the environment whenever possible. The electronic delivery of our proxy materials provides a more efficient and environmentally friendly way of delivering materials to our stockholders. We encourage you to read our Proxy Statement, Annual Report on Form 10-K, and the Annual Letter from the Chief Executive Officer, which comprise this year’s proxy materials.

Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. Please vote your shares at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time before it is exercised as further explained in the Proxy Statement.

On behalf of the Board of Directors and our employees, we thank you for your continued support and look forward to seeing you at the virtual Annual Meeting.


Sincerely,

Paul A. Perrault
Chairman and Chief Executive Officer

131 Clarendon Street, Boston, Massachusetts 02116

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Brookline Bancorp, Inc. (the "Company") to be held on Wednesday, May 11, 2022 at 11:00 a.m., Eastern Time, for the following purposes, as more fully described in the attached proxy statement (the “Proxy Statement”):


	Proposal	Board Recommendation
1.	To elect the 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, 2022;	For
3.	To hold a non-binding advisory vote on the compensation of our named executive officers ("say on pay");	For

4.	To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.

To attend the virtual Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2022. Stockholders of record on March 18, 2022 (the "Record Date"), may attend the virtual meeting by navigating to the virtual Annual Meeting website and entering the 16-digit control number included on their proxy card.

As in prior years, we are providing proxy materials to our stockholders primarily via the Internet to expedite your receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources as part of our commitment to environmental sustainability. On April 1, 2022, we will send to our stockholders (other than those who have previously requested electronic or paper delivery of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement, our 2021 Annual Report on Form 10-K, and our Annual Letter from the 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.

Only stockholders of record as of the close of business on March 18, 2022 are entitled to receive notice of, to attend, and to vote at the Annual Meeting. In accordance with Delaware law, for ten days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116. The list will also be available at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time before it is voted. Please refer to the “General Information” section of the Proxy Statement for additional information.


Sincerely,

Marissa Martin
General Counsel and Corporate Secretary
Boston, Massachusetts
April 1, 2022


			Page
General Information			1

Proposal 1: Election of Directors			6

Role of the Board; Corporate Governance Matters			11

Security Ownership of Certain Beneficial Owners, Directors and Management			20

Director Compensation			24

Executive Officers			26

Compensation Discussion and Analysis			28

Compensation Committee Report			39

Named Executive Compensation			40

Audit Committee Report			52

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			53

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			55



Stockholder Proposals for 202 2 Annual Meeting			56

Other Matters			56

Miscellaneous			56


Board Diversity Matrix as of April 1, 2022
Total Number of Directors	14
	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	11	0	0

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	11	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—


1			Based exclusively on a Schedule 13G/A filed by BlackRock, Inc. on January 27, 2022. The filer claimed sole power to vote or to direct the vote of 11,122,686 shares and the sole power to dispose or to direct the disposition of 11,264,396 shares.
2			Based exclusively on a Schedule 13G/A filed by The Vanguard Group, Inc. on February 9, 2022. The filer claimed sole power to vote or direct the vote of 0 shares and the sole power to dispose or to direct the disposition of 8,310,319 shares.
3			Based exclusively on a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 8, 2022. The filer claims sole power to vote or direct the vote of 4,813,512 shares and the sole power to dispose or direct the disposition of 4,919,431 shares.
4			Based exclusively on a Schedule 13G/A filed by Fuller & Thaler Asset Management, Inc. on February 8, 2022. The filer claims sole power to vote or direct the vote of 3,957,259 shares and the sole power to dispose or direct the disposition of 4,042,312 shares.


Name and Address of Beneficial Owner*	Age	Position	Director Since (1)	Term Expires	Number of Shares Beneficially Owned (2)	Percent of Class (3)
Carl M. Carlson	58	Co-President, Chief Financial Officer	N/A	N/A	111,871 (4)	**
Joanne B. Chang	52	Director	2018	2022	9, 100 (5)	**
David C. Chapin	85	Director	1989	2022	108,056 (6)	**
James M. Cosman	71	Chief Operations Officer	N/A	N/A	60,916 (7)	**
John J. Doyle, Jr.	88	Director	2006	2024	43,000 (8)	**
Margaret Boles Fitzgerald	66	Director	2013	2023	21,500 (9)	**
John A. Hackett	81	Director	2007	2022	42,930 (10)	**
John L. Hall II	82	Director	1983	2022	213,917 (11)	**
Thomas J. Hollister	67	Director	2009	2024	44,200 (12)	**
Michael W. McCurdy	53	Co-President, Chief Operating Officer	N/A	N/A	50,220 (13)	**
Bogdan Nowak	58	Director	2012	2023	138,938 (14)	**
Charles H. Peck	81	Director	1995	2024	142,125 (15)	**
John M. Pereira	65	Director	2015	2022	30,500 (16)	**
Paul A. Perrault	70	Chairman and Chief Executive Officer	2009	2024	504,792 (17)	**
M. Robert Rose	70	Chief Credit Officer	N/A	N/A	92,038 (18)	**
Merrill W. Sherman	73	Director	2012	2023	40,000 (19)	**
Joseph J. Slotnik	85	Lead Director	1970	2024	186,275 (20)	**

Peter O. Wilde	82	Director	1993	2023	182,436 (21)	**
Directors and Officers as a
Group (18 persons)					2,191,250	2.80%


*			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 18, 2022. 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 18, 2022 held by the beneficial owner and that no options held by other beneficial owners are exercised.
4			Includes 40,188 shares of unvested restricted stock as to which he has sole voting and investment power; 70,661 shares as to which he has sole voting and investment power; and 1,022 shares held by the Employee Stock Ownership Plan ("ESOP") for his account as to which he has shared voting power.
5			Includes 3,000 shares of unvested restricted stock as to which she has sole voting and investment power and 6,100 shares as to which she has the sole voting and investment power.
6			Includes 105,056 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.


7			Includes 27,225 shares as to which he has sole voting and investment power; 30,671 shares of unvested restricted stock as to which he has sole voting power and 3,020 shares held by the ESOP for his account as to which he has shared voting power.
8			Includes 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 a beneficiary; and 37,600 shares held by the Doyle Family Trust, of which Mr. Doyle is trustee.
9			Includes 17,500 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 27,830 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; 6,100 shares held in an IRA account as to which he has sole voting and investment power; and 6,000 shares held in an IRA for his spouse, as to which he has no voting or investment power.
11			Includes 210,917 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 33,500 shares as to which he has sole voting and investment power; 5,400 shares held in an IRA account as to which he has sole voting and investment power; 2,300 shares held by The Thomas J. Hollister Trust, of which Mr. Hollister is a beneficiary; and 3,000 shares of unvested restricted stock as to which he has sole voting power.
13			Includes 9,348 shares as to which he has sole voting and investment power; 36,328 shares of unvested restricted stock as to which he has sole voting power and 1,544 shares held by the ESOP for his account as to which he has shared voting power.
14			Includes 135,938 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. Mr. Nowak participates in the Company's Dividend Reinvestment Program which results in the allocation of partial shares. Shares of ownership are rounded for inclusion in the above table.
15			Includes 94,773 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; 17,015.0868 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. Mr. Peck's ESOP account contains partial shares due to the nature of ESOP administration. These totals are rounded for inclusion in the above table.
16			Includes 27,500 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 294,506 shares as to which he has sole voting and investment power; 131,204 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 4,082 held by the ESOP for his account as to which he has shared voting power.
18			Includes 34,822 shares of unvested restricted stock as to which he has sole voting power; 3,020 shares held by the ESOP for his account as to which he has shared voting power; 46,070.838 shares held by the M. Robert Rose Trust of which he has sole voting power; and 8,125 shares held by his IRA. These totals are rounded for inclusion in the above table.
19			Includes 37,000 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 156,406 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 169,065 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


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	55,000	43,380	-	98,380
David C. Chapin	67,500	43,380	-	110,880
John J. Doyle, Jr.	55,000	43,380	-	98,380
Margaret Boles Fitzgerald	55,000	43,380	-	98,380
John A. Hackett	55,000	43,380	6,742	105,122
John L. Hall II	55,000	43,380	-	98,380
Thomas J. Hollister	67,500	43,380	-	110,880
Bogdan Nowak	67,500	43,380	-	110,880
Charles H. Peck	55,000	43,380	-	98,380
John M. Pereira	55,000	43,380	-	98,380
Merrill W. Sherman	55,000	43,380	-	98,380
Joseph J. Slotnik	95,000	43,380	-	138,380
Peter O. Wilde	67,500	43,380	-	110,880


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 $40,000 for services as Lead Director of the Board, Mr. Hollister received $12,500 for services as Chairman of the Audit Committee, Mr. Chapin received $12,500 for services as Chairman of the Credit Committee, Mr. Wilde received $12,500 for services as Chairman of the Risk Committee, and Mr. Nowak received $12,500 for services as Chairman of the Compensation and Nominating and Governance Committees.
2			Each non-employee director in office on August 2, 2021 received a discretionary 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, 2021 awards represent the only unvested restricted stock awards held by the directors as of December 31, 2021.
3			Reflects interest earned on amounts deferred pursuant to the Company's Nonqualified Deferred Compensation Plan.


Annual Retainer	$	55,000	(1)
Lead Director of the Board	$	40,000
Chairman of the Audit Committee	$	12,500
Chairman of the Compensation Committee	$	12,500
Chairman of the Credit Committee	$	12,500
Chairman of the Nominating and Governance Committee	$	12,500
Chairman of the Risk Committee	$	12,500


EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


Paul A. Perrault			Chief Executive Officer
Carl M. Carlson			Co-President and Chief Financial & Strategy Officer
Michael W. McCurdy			Co-President and Chief Operating Officer
M. Robert Rose			Chief Credit Officer
James M. Cosman			Chief Operations Officer


Berkshire Hills Bancorp, Inc.			Northfield Bancorp, Inc.
ConnectOne Bancorp, Inc.			OceanFirst Financial Corp.
Dime Community Bancshares			Peapack Gladstone Financial Corporation
Eagle Bancorp, Inc.			Provident Financial Services, Inc.
First Commonwealth Financial Corporation			S&T Bancorp, Inc.
Flushing Financial Corporation			Sandy Spring Bancorp, Inc.
Independent Bank Corp.			Tompkins Financial Corporation
Kearny Financial Corp.			TrustCo Bank Corp NY
Lakeland Bancorp, Inc.			Univest Financial Corporation
NBT Bancorp, Inc.			Washington Trust Bancorp, Inc.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)		Total ($)


Paul A. Perrault...........	2021	870,350	32,638	609,258	652,763	184,300	129,344	(5)	2,478,653
Chairman and Chief	2020	845,000	—	591,496	570,375	174,893	126,192		2,307,956
Executive Officer	2019	803,500	—	562,448	602,625	174,161	104,466		2,247,200


Carl M. Carlson............	2021	487,830	15,750	262,507	315,000	35,346	69,136	(6)	1,185,569
Co-President and	2020	432,500	—	172,998	233,550	29,916	130,144		999,108
Chief Financial Officer	2019	412,000	—	164,787	247,200	21,871	58,054		903,912

Michael W. McCurdy..	2021	460,436	15,750	262,507	315,000	—	48,965	(7)	1,102,658
Co-President, Chief	2020	—	—	—	—	—	—		—
Operating Officer	2019	—	—	—	—	—	—		—


M. Robert Rose...........	2021	435,050	13,080	217,999	261,600	—	62,844	(8)	990,573
Chief Credit Officer	2020	375,500	20,000	150,207	202,770	—	55,454		803,931
	2019	355,500	—	142,187	213,300	—	44,984		755,971

James M. Cosman........	2021	382,089	12,000	200,011	240,000	10,485	160,342	(9)	1,004,927
Chief Operations Officer	2020	—	—	—	—	—	—		—
	2019	—	—	—	—	—	—		—


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 2021 were paid in 2022. For 2020, Mr. Rose was the only Named Officer to receive a discretionary bonus.
2			The amounts in this column represent the aggregate grant date fair value of restricted stock awards made in 2021, 2020, and 2019, 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 awards made in 2021, 2020, and 2019, assuming maximum level of performance, were: $456,943, $443,662, and $421,836, respectively for Mr. Perrault; $196,880, $82,914, and $123,590, respectively for Mr. Carlson; $196,880 for Mr. McCurdy; $163,499, $71,542, and $106,640, respectively for Mr. Rose; and $150,008 for Mr. Cosman. For a more complete description of the stock awards granted in 2020, please see "Compensation Discussion and Analysis."

3			Compensation shown in this column represents payments earned under the Company's Incentive Plan. The amounts earned in 2021 were paid in 2022.
4			For Mr. Perrault, Mr. Carlson and Mr. Cosman, only, amounts in this column represent the interest earned in 2021 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.
5			In 2021 includes: (a) 401(k) plan employer contribution in the amount of $14,750, (b) automobile expense in the amount of $28,943, (c) club dues in the amount of $6,200, (d) ESOP share allocations of $1,448, (e) insurance benefit payments in the amount of $33,794, (f) dividends on unvested restricted stock grants in the amount of $36,529, and (g) parking expenses in the amount of $7,680. 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.
6			In 2021 includes: (a) 401(k) plan employer contribution in the amount of $13,932, (b) club dues in the amount of $11,880, (c) ESOP share allocations of $1,448, (d) insurance benefit payments in the amount of $24,813, and (f) dividends on unvested restricted stock grants in the amounts of $9,383.
7			In 2021 includes: (a) 401(k) plan employer contribution in the amount of $13,718, (b) insurance benefit payments in the amount of $23,768, (c) parking expenses in the amount of $2,560, (d) dividends on unvested restricted stock grants in the amount of $7,471, and (f) ESOP share allocations of $1,448.
8			In 2021 includes: (a) 401(k) plan employer contribution in the amount of $12,675, (b) parking expenses in the amount of $7,680, (c) ESOP share allocations of $1,448, (d) insurance benefit payments in the amount of $32,938, and (e) dividends on unvested restricted stock grants in the amount of $8,103.
9			In 2021 includes: (a) 401(k) plan employer contribution in the amount of $12,675, (b) ESOP share allocations of $1,448, (c) insurance benefit payments in the amount of $32,938, (d) parking expenses in the amount of $2,560, (e) dividends on unvested restricted stock grants in the amount of $7,654, and (f) a one-time tax benefit payment of $103,068 made on behalf of the employee related to a prior deferred compensation matter.


			Estimated 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			652,763		—	—	—		—		—		—
	8/2/2021	6/23/2021			5,267	21,067	31,600		21,067		—		—		609,258

Carl M. Carlson			315,000		—	—	—		—		—		—		—
	8/2/2021	6/23/2021			2,269	9,077	13,616		9,077		—		—		262,507

Michael W. McCurdy			315,000		—	—	—		—		—		—		—
	8/2/2021	6/23/2021			2,269	9,077	13,616		9,077		—		—		262,507

M. Robert Rose			261,600		—	—	—		—		—		—		—
	8/2/2021	6/23/2021			1,885	7,538	11,307		7,538		—		—		217,999

James M. Cosman			240,000		—	—	—		—		—		—		—
	8/2/2021	6/23/2021			1,729	6,916	10,374		6,916		—		—		200,011


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 2021 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, McCurdy, Rose, and Cosman on August 2, 2021 may vest on August 2, 2024 if certain identified performance targets are met. Specifically, the Company's net charge offs, and total return to stockholders will be compared to the performance of the peer group. In addition, Company's performance relative to Transaction Deposit Growth will be measured against established targets. Payments will be made to the Named Officers based on the Company's performance relative to the Company's peer group. Net charge offs are weighed at 30%, Total Return to Stockholders is weighed at 40% and the Company's Transaction Deposit Growth is weighted at 30%.
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 150% 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, McCurdy, Rose, and Cosman on August 2, 2021 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 2021. 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, 2021 for Messrs. Perrault, Carlson, McCurdy, Rose, and Cosman. 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 2021, please see "Compensation Discussion and Analysis".


		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.........	8/2/2019		6,579	106,514	19,735	319,510
	8/3/2020		20,624	333,903	30,936	500,854
	8/2/2021		21,067	341,075	21,067	341,075

Carl M. Carlson..........	8/2/2019		1,928	31,214	5,782	93,611
	8/3/2020		6,032	97,658	9,048	146,487
	8/2/2021		9,077	146,957	9,077	146,957

Michael W. McCurdy...	8/2/2019		1,568	25,386	4,702	76,125
	8/3/2020		4,906	79,428	7,358	119,126
	8/2/2021		9,077	146,957	9,077	146,957

M. Robert Rose.........	8/2/2019		1,663	26,924	4,989	80,772
	8/3/2020		5,238	84,803	7,856	127,189
	8/2/2021		7,538	122,040	7,538	122,040

James M. Cosman.....	8/2/2019		1,591	25,758	4,772	77,259
	8/3/2020		4,930	79,817	7,395	119,725
	8/2/2021		6,916	111,970	6,916	111,970


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. Shares granted prior to 2021 were granted pursuant to the 2014 Brookline Bancorp, Inc. Equity Incentive Plan. Beginning in 2021, shares were granted pursuant to the 2021 Brookline Bancorp, Inc. Stock Option and Incentive Plan.
2			Based on market value per share of $16.19 at December 31, 2021, which was the closing price of the Company's common stock on the NASDAQ Global Select Market on such date.


	Stock Awards
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

Paul A. Perrault..........		37,712	547,378	(1)(2)

Carl M. Carlson..........		9,977	144,871	(1)(2)

Michael W. McCurdy.....		7,984	115,939	(1)(2)

M. Robert Rose........		8,624	125,227	(1)(2)

James M. Cosman............		8,147	118,299	(1)(2)


1			In accordance with SEC rules, this table provides information regarding stock award vesting that occurred in 2021. 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 August 2, 2021 and August 3, 2021, multiplied by the closing price per share on the vesting dates, which was $14.46 and $14.66, respectively. Included in the number of shares acquired on vesting are performance-based restricted stock grants made to the Named Officers in office on August 2, 2018. Based on the Company's performance for the three-year period ending December 31, 2020, the performance-based restricted stock vested at 107% of the target level.

SEC Form DEF 14A filed by Brookline Bancorp Inc.