brkl-20230330

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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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

Brookline Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

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

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March 31, 2023

Dear Stockholder,

I am pleased to invite you to the Brookline Bancorp, Inc. 2023 Annual Meeting of Stockholders (the "Annual Meeting") which will be held by means of remote communication at 11:00 a.m., Eastern Time, on May 10, 2023. To attend the Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2023.

On January 1, 2023, we completed the acquisition of PCSB Financial Corporation and PCSB Bank. We are pleased to welcome the former stockholders of PCSB Financial Corporation to our Company. Over the past several months our teams have worked diligently to onboard PCSB Bank customers and colleagues to our family of banks.

As in prior years, we are making proxy materials for the Annual Meeting available to our stockholders primarily through the Internet. As part of our overall commitment to environmental responsibility, we continue to seek opportunities to reduce waste and our impact on the environment whenever possible. The electronic delivery of our proxy materials provides a more efficient and environmentally friendly way of delivering materials to our stockholders. We encourage you to read our Proxy Statement, 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 the Annual Meeting and regardless of the number of shares you own, it is important that your shares be represented. Please vote your shares at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time before it is exercised as further explained in the Proxy Statement.

On behalf of the Board of Directors and our employees, we thank you for your continued support.


Sincerely,

Paul A. Perrault
Chairman and Chief Executive Officer

131 Clarendon Street, Boston, Massachusetts 02116

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Brookline Bancorp, Inc. (the "Company") to be held on Wednesday, May 10, 2023 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 four nominees named in the Proxy Statement, each to serve for a three-year term and until his or her respective successor is duly elected and qualified.	For each nominee
2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.	For
3.	To hold a non-binding advisory vote on the compensation of our named executive officers ("say on pay").	For

4.	To hold a non-binding advisory vote on the frequency of future "say on pay" votes.	1 Year
5.	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/BRKL2023. Stockholders of record on March 17, 2023 (the "Record Date"), may attend the virtual meeting by going to the virtual Annual Meeting website and entering the 16-digit control number included on their proxy card.

As in prior years, we are making the proxy materials for the Annual Meeting available to our stockholders primarily via the Internet to expedite your receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources as part of our commitment to environmental sustainability. On March 31, 2023, 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 2022 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 17, 2023 are entitled to receive notice of, to attend, and to vote at the Annual Meeting. In accordance with Delaware law, for ten days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116. The list will also be available at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke

your proxy at any time before the Annual Meeting. Please refer to the “General Information” section of the Proxy Statement for additional information.


Sincerely,

Marissa Martin
General Counsel and Corporate Secretary
Boston, Massachusetts
March 31, 2023

Table of Contents


			Page
General Information			1

Proposal 1: Election of Directors			7

Role of the Board; Corporate Governance Matters			12

Security Ownership of Certain Beneficial Owners, Directors and Management			21

Director Compensation			26

Executive Officers			28

Compensation Discussion and Analysis			31

Compensation Committee Report			43

Named Executive Of ficer Compensation			44

Audit Committee Report			61

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			62

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			64

Proposal 4: Advisory (Non-Binding) Vote on Frequency of Future "Say on Pay" Votes			65

Stockholder Proposals for 202 4 Annual Meeting			66

Other Matters			66

Miscellaneous			66


Board Diversity Matrix as of March 31, 2023
Total Number of Directors	15
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	12	0	0
Part II: Demographic Background
African American or Black	—	1	—	—
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+	—
Military Veteran		3


1			Based exclusively on a Schedule 13G/A filed by BlackRock, Inc. on January 26, 2023. The filer claimed sole power to vote or to direct the vote of 11,036,048 shares and the sole power to dispose or to direct the disposition of 11,164,337 shares
2			Based exclusively on a Schedule 13G/A filed by The Vanguard Group, Inc. on February 9, 2023. 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 9,213,477shares.
3			Based exclusively on a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 14, 2023. The filer claims sole power to vote or direct the vote of 5,249,929 shares and the sole power to dispose or direct the disposition of 5,341,699 shares.
4			Based exclusively on a Schedule 13G/A filed by Fuller & Thaler Asset Management, Inc. on February 13, 2023. The filer claims sole power to vote or direct the vote of 3,979,847 shares and the sole power to dispose or direct the disposition of 4,063,640 shares.


Name and Address of Beneficial Owner*	Age	Position	Director Since (1)	Term Expires	Number of Shares Beneficially Owned (2)	Percent of Class (3)
Janytra M. Brooks	40	Chief Human Resources Officer	N/A	N/A	18,621 (4)	**
Carl M. Carlson	59	Co-President, Chief Financial Officer	N/A	N/A	128,260 (5)	**
Joanne B. Chang	53	Director	2018	2025	13,086 (6)	**
David C. Chapin	86	Director	1989	2025	97,042 (7)	**
James M. Cosman	72	Chief Operations Officer	N/A	N/A	73,878 (8)	**
John J. Doyle, Jr.	89	Director	2006	2024	50,986 (9)	**
Darryl J. Fess	61	President and Chief Executive Officer, Brookline Bank	N/A	N/A	63,780 (10)	**
Margaret Boles Fitzgerald	67	Director	2013	2023	27,136 (11)	**
Michael P. Goldrick	57	President and Chief Executive Officer, PCSB Bank	N/A	N/A	24,215 (12)	**
John A. Hackett	82	Director	2007	2025	46,916 (13)	**
John L. Hall II	83	Director	1983	2025	217,903 (14)	**
Willard I. Hill, Jr.	67	Director	2023	2025	16,680 (15)	**
Thomas J. Hollister	68	Director	2009	2024	48,186 (16)	**
Marissa Martin	40	General Counsel & Corporate Secretary	N/A	N/A	15,678 (17)	**
Michael W. McCurdy	54	Co-President, Chief Operating Officer	N/A	N/A	63,669 (18)	**
Mark J. Meiklejohn	59	Chief Credit Officer	N/A	N/A	82,204 (19)	**
Bogdan Nowak	59	Director	2012	2023	218,661 (20)	**
Charles H. Peck	82	Director	1995	2024	146,121 (21)	**
John M. Pereira	66	Director	2015	2025	34,486 (22)	**
Paul A. Perrault	71	Chairman and Chief Executive Officer	2009	2024	537,014 (23)	**
Merrill W. Sherman	74	Director	2012	2023	43,986 (24)	**
Joseph J. Slotnik	86	Lead Director	1970	2024	190,261 (25)	**

William Tsonos	55	President and Chief Executive Officer, Bank Rhode Island	N/A	N/A	15,473 (26)	**
Peter O. Wilde	83	Director	1993	2023	186,422 (27)	**
Directors and Officers as a
Group (24 persons)					2,572,105	2.89%


*			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 17, 2023. 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 17, 2023 held by the beneficial owner and that no options held by other beneficial owners are exercised.


4			Includes 16,878 shares of unvested restricted stock as to which she has sole voting and investment power; 1,509 shares as to which she has sole voting and investment power; and 234 shares held by the Employee Stock Ownership Plan ("ESOP") for her account as to which she has shared voting power.
5			Includes 46,029 shares of unvested restricted stock as to which he has sole voting and investment power; 81,131 shares as to which he has sole voting and investment power; and 1,100 shares held by the Employee Stock Ownership Plan ("ESOP") for his account as to which he has shared voting power.
6			Includes 3,986 shares of unvested restricted stock as to which she has sole voting and investment power and 9,100 shares as to which she has the sole voting and investment power.
7			Includes 93,056 shares as to which he has shared voting and investment power with his spouse and 3,986 shares of unvested restricted stock as to which he has sole voting power.
8			Includes 37,221 shares of unvested restricted stock as to which he has sole voting power; 33,559 shares as to which he has sole voting and investment power and 3,098 shares held by the ESOP for his account as to which he has shared voting power.
9			Includes 3,986 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 44,600 shares held by the Doyle Family Trust, of which Mr. Doyle is trustee.
10			Includes 34,642 shares of unvested restricted stock as to which he has sole voting and investment power; 26,523 shares as to which he has sole voting and investment power; and 2,615 shares held by the ESOP for his account as to which he has shared voting power.
11			Includes 3,986 shares of unvested restricted stock as to which she has sole voting and investment power; 22,500 shares as to which she has sole voting and investment power; and 650 shares held by an IRA account as to which she has sole voting and investment power.
12			Includes 15,063 shares as to which he has sole voting and investment power; and 9,152 shares held by his IRA account as to which he has sole voting power.
13			Includes 3,986 shares of unvested restricted stock as to which he has sole voting power; 30,830 shares as to which he has shared voting and investment powers with his spouse; 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.
14			Includes 3,986 shares of unvested restricted stock as to which he has sole voting power and 213,917 shares as to which he has sole voting and investment power.
15			Includes 15,949 shares as to which he has sole voting and investment power and 731 shares held in an IRA account as to which he has sole voting and investment power.
16			Includes 3,986 shares of unvested restricted stock as to which he has sole voting power; 36,500 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.
17			Includes 11,815 shares of unvested restricted stock as to which she has sole voting and investment power; 3,026 shares as to which she has sole voting and investment power; and 837 shares held by the Employee Stock Ownership Plan ("ESOP") for her account as to which she has shared voting power.
18			Includes 44,172 shares of unvested restricted stock as to which he has sole voting power; 17,875 shares as to which he has sole voting and investment power and 1,622 shares held by the ESOP for his account as to which he has shared voting power.
19			Includes 30,280 shares of unvested restricted stock as to which he has sole voting power; 50,302 shares as to which he has sole voting and investment power and 1,622 shares held by the ESOP for his account as to which he has shared voting power.
20			Includes 3,986 shares of unvested restricted stock as to which he has sole voting power and 214,675.7120 shares as to which he has sole voting and investment 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.
21			Includes 3,986 shares of unvested restricted stock as to which he has sole voting power; 98,933 shares as to which he has sole voting and investment power; 15,865.8129 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.
22			Includes 3,986 shares of unvested restricted stock as to which he has sole voting and investment power and 30,500 shares as to which he has sole voting and investment power.
23			Includes 133,208 shares of unvested restricted stock as to which he has sole voting power; 324,646 shares as to which he has sole voting and investment power; 75,000 shares held by the Paul A. Perrault GRAT #3 as to which he has sole voting and investment power; and 4,160 held by the ESOP for his account as to which he has shared voting power.
24			Includes 3,986 shares of unvested restricted stock as to which she has sole voting power and 40,000 shares as to which she has sole voting and investment power.


25			Includes 3,986 of unvested restricted stock as to which he has sole voting power; 159,406 shares as to which he has sole voting and investment power and 26,869 shares owned by his spouse, as to which he has no voting and investment power.
26			Includes 5,953 shares of unvested restricted stock as to whic


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS

SEC Form DEF 14A filed by Brookline Bancorp Inc.