SEC Form DEF 14A filed by Brookline Bancorp Inc.

3/29/24 8:53:10 AM ET

$BRKL

Savings Institutions

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brkl-20240329

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. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

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)

Payment of Filing Fee (Check the appropriate box):

No fee required.

$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

$500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).

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

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

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Total fee paid:

Fee paid previously with preliminary materials.

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

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Date Filed:

March 29, 2024

Dear Stockholder,

I am pleased to invite you to the Brookline Bancorp, Inc. 2024 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 8, 2024. To attend the Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2024.

I would like to acknowledge the service of seven of our directors who have elected to retire from the Company's Board of Directors. Four of these directors retired at the end of 2023, and three are not seeking election at this year's Annual Meeting. Combined, these individuals have made significant contributions of their time and talent to our Company for many years. On behalf of myself, the management team, and the Board of Directors, I would like to acknowledge the service and dedication of David Chapin, John Doyle, John Hackett, John Hall, Charles Peck, Joseph Slotnik, and Peter Wilde. We wish you all well in your future endeavors and thank you for your many and varied contributions to our Company!

With the retirement of Joseph Slotnik, our Board of Directors has voted to appoint Thomas J. Hollister as Lead Director following the conclusion of the Annual Meeting. Tom has been a member of our Board for 14 years and is a veteran banker having served in a number of capacities at various banks in the Greater Boston market during his career. Please see his full biography in the accompanying Proxy Statement and join me in welcoming Tom to his new role.

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 and Annual Report on Form 10-K, 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 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Brookline Bancorp, Inc. (the "Company") to be held by means of remote communication on Wednesday, May 8, 2024 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 three nominees named in the Proxy Statement, each to serve for a three-year term and until his 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, 2024.	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.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and our stockholders. For the reasons set forth in this Proxy Statement, the Board of Directors unanimously recommends that you vote "FOR" each nominee named in the Proxy Statement and "FOR" each of the other proposals to be presented at the Annual Meeting.

To attend the virtual Annual Meeting please visit: www.virtualshareholdermeeting.com/BRKL2024. Stockholders of record on March 15, 2024 (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 29, 2024, 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 and our 2023 Annual Report on Form 10-K 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 the Record Date 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 29, 2024

Table of Contents


			Page
General Information			1

Proposal 1: Election of Directors			7

Role of the Board; Corporate Governance Matters			13

Security Ownership of Certain Beneficial Owners, Directors and Management			23

Director Compensation			27

Executive Officers			29

Compensation Discussion and Analysis			32

Compensation Committee Report			46

Named Executive Officer Compensation			47

Audit Committee Report			65

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			66

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			68



Stockholder Proposals for 202 5 Annual Meeting			69

Other Matters			69

Miscellaneous			69

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131 Clarendon Street
Boston, Massachusetts 02116

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

Notice of this Proxy Statement was first mailed to stockholders of record of Brookline Bancorp, Inc. on March 29, 2024 in connection with the solicitation of proxies by our Board of Directors for the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Commencing ten days after the mailing of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 8, 2024

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("Form 10-K") are available on our website at www.brooklinebancorp.com. Printed copies of these documents may be obtained by contacting the Company’s transfer agent, Broadridge Corporate Issuer Solutions ("Broadridge"). Please have your proxy card available when you contact Broadridge. Contact information for Broadridge is as follows:

•Telephone: 1-800-579-1639

•Email: [email protected]

•Online: www.proxyvote.com

We encourage you to consider the environment before requesting printed copies of these materials.

Attendance at the Meeting

The Annual Meeting will be conducted solely by means of remote communication, i.e. virtually, at 11:00 a.m., Eastern Time, on May 8, 2024. Following the conclusion of the meeting, stockholders will have the opportunity to ask questions. All stockholders of record on March 15, 2024 (the "Record Date") are invited to participate in the Annual Meeting. We have structured the format of the Annual Meeting to provide stockholders with the same rights as if the meeting were held in person, including the ability to vote shares electronically during the Annual Meeting and ask questions in accordance with the rules of conduct for the Annual Meeting.

The virtual location will be: www.virtualshareholdermeeting.com/BRKL2024. Reference in this Proxy Statement to attendance at the Annual Meeting shall refer to virtual attendance.

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To participate in the Annual Meeting, on the day of the Annual Meeting, please visit the virtual meeting link. You will need your 16-digit control number included on your notice or proxy card to access the virtual Annual Meeting.

Beneficial stockholders who do not have a control number should follow the instructions provided on the voting instruction card provided by your broker, bank or other nominee.

Only stockholders with a valid control number will be allowed to ask questions during the Annual Meeting. Management will answer questions relevant to Annual Meeting matters live during the meeting as time allows.

If you have any technical difficulties or any questions regarding the virtual Annual Meeting website, please call the support team at the numbers listed on the log-in screen. If there are any technical issues in convening or hosting the Annual Meeting, we will promptly post information to our Investor Relations website, www.brooklinebancorp.com, including information on when the Annual Meeting will be reconvened.

Electronic entry to the meeting will begin at 10:45 a.m., Eastern Time, and the meeting will begin promptly at 11:00 a.m., Eastern Time, on May 8, 2024.

What items will be voted on at the Annual Meeting?

You are being asked to vote on the following items at the Annual Meeting:

Proposal

Vote Required

Board Recommendation

Page

Election of Directors

A majority of the votes cast as to such nominee

FOR

Ratification of the Appointment of the Independent Registered Public Accounting Firm

A majority of the votes cast

FOR

Advisory Vote on Executive Compensation

A majority of the votes cast

FOR

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.

Who may vote at the Annual Meeting?

Each share of the Company’s common stock has one vote on each matter. As of the Record Date, there were 89,645,722 shares of the Company’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.

What constitutes a quorum?

The presence, in person or by proxy, of holders of a majority of all of the shares of common stock entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Each share of common stock entitled to vote on the Record Date is entitled to one vote on

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each matter properly submitted at the Annual Meeting and, with respect to the election of directors, one vote for each director to be elected. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

What is a broker non-vote?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of New York Stock Exchange (“NYSE”) (which in this matter also apply to Nasdaq-listed companies), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1 and 3 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 2 is considered to be a “routine” matter under NYSE rules so that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. See below for a discussion of the impact on broker non-votes on vote counting.

What is the voting requirement to approve each proposal?

For Proposal 1, a nominee for director in an uncontested election must receive a majority of the votes cast as to such nominee in order to be elected as director. Any incumbent director who does not receive the required vote for reelection will promptly offer to resign from the Company's Board of Directors. 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’s offer to resign.

Approval of Proposals 2, and 3 require the affirmative vote of a majority of the votes cast at the Annual Meeting.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with Proposals 1, 2, and 3. If you “abstain” from voting for Proposals 1, 2, and 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, and 3.

How do I vote?

Voting at the Virtual Annual Meeting. If you are a stockholder of record and attend the virtual Annual Meeting, you may vote at the virtual meeting at the designated time during the meeting. To attend the virtual Annual Meeting, you must be a stockholder on the Record Date. You may attend and vote your shares at the Annual Meeting by visiting www.virtualshareholdermeeting.com/BRKL2024 and entering the 16-digit control number on your proxy card. Please refer to "Attendance at the Meeting", above, for more information on how to access the Annual Meeting.

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Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of common stock in your own name as a holder of record with Broadridge, you may instruct the proxyholders named in the proxy card how to vote your shares of common stock in one of the following ways:

•Vote by 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 7, 2024. 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.

•Vote by 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 7, 2024. 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 to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card.

•Vote by 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 Broadridge, in the postage-paid envelope provided.

Voting by Proxy for Shares Registered in Street Name. If your shares of common stock are held by a broker, a bank, or other nominee in "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.

How are proxies voted?

All valid proxies received prior to the Annual Meeting will be voted. Where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted by the proxyholders in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the proxyholders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Will other matters be voted on at the Annual Meeting?

We are not currently aware of any other matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matters not described in the Proxy Statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the

proxyholders.

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May I revoke my proxy instructions?

You may revoke your proxy at any time before it has been exercised by:

•filing a written revocation with the Corporate Secretary of Brookline Bancorp, Inc., 131 Clarendon Street, Boston, Massachusetts 02116;

•submitting a new proxy by telephone, or by the Internet, or by submitting a new proxy card after the time and date of the previously submitted proxy card; or

•appearing at the Annual Meeting and voting at the Annual Meeting.

If you are a stockholder of record as of the Record Date attending the virtual Annual Meeting, you may vote in person whether or not a proxy has been previously given, but your presence (without further action) at the virtual Annual Meeting will not constitute revocation of a previously given proxy.

What is householding?

If you and other residents at your mailing address own shares of common stock in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Notice of Annual Meeting. This procedure, known as “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 common 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.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties except as necessary to meet applicable legal requirements, to allow for the tabulations and certification of votes, and to facilitate a successful proxy solicitation.

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to management and the Board.

Where can I find voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by a representative from Broadridge, who will serve as inspector of election, and filed with the Securities and Exchange Commission (“SEC”) on a Form 8-K within four business days following the completion of the Annual Meeting.

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How can I view the Company’s proxy materials for the Annual Meeting on the Internet?

The Company’s proxy materials are available on the Company’s website at www.brooklinebancorp.com. Additional information regarding the Company and its subsidiaries, Bank Rhode Island, Brookline Bank, and PCSB Bank (the "Banks") may be found at the following websites: www.bankri.com, www.brooklinebank.com and www.pcsb.com.


Director	Age	Position	Tenure	Term Expires
Joanne B. Chang	54	Director	6	2025
John J. Doyle, Jr.	90	Director	18	2024
Margaret Boles Fitzgerald	68	Director	11	2026
Willard I. Hill, Jr.	68	Director	1	2024
Thomas J. Hollister	69	Director, Lead Director elect	15	2024
Bogdan Nowak	60	Director	12	2026
Charles H. Peck	83	Director	29	2024
John M. Pereira	67	Director	9	2025
Paul A. Perrault	72	Chairman and Chief Executive Officer	15	2024
Merrill W. Sherman	75	Director	12	2026
Joseph J. Slotnik	87	Lead Director	54	2024


Board Diversity Matrix as of March 29, 2024
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	8	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	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Military Veteran		1


1			Based exclusively on a Schedule 13G/A filed by BlackRock, Inc. on January 22, 2024. The filer claimed sole power to vote or to direct the vote of 12,959,610 shares and the sole power to dispose or to direct the disposition of 13,121,572 shares
2			Based exclusively on a Schedule 13G/A filed by The Vanguard Group, Inc. on February 13, 2024. 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 9,881,170 shares.
3			Based exclusively on a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 14, 2024. The filer claims sole power to vote or direct the vote of 4,902,014 shares and the sole power to dispose or direct the disposition of 5,008,133 shares.
4			Based exclusively on a Schedule 13G/A filed by Fuller & Thaler Asset Management, Inc. on February 12, 2024. The filer claims sole power to vote or direct the vote of 4,497,755 shares and the sole power to dispose or direct the disposition of 4,588,423 shares.
5			Based exclusively on a Schedule 13G/A filed by Prudential Financial, Inc. ("Prudential") on February 13, 2024. The filer claims sole power to vote or direct the vote of 130,487 shares and the sole power to dispose or direct the disposition of 130,487 shares. 4,493,648 of the shares being reported by Prudential are also being reported by its subsidiary, Jennison Associates LLC (see footnote 6 below).
6			Based exclusively on a Schedule 13G/A filed by Jennison Associates LLC on February 8, 2024. The filer claims sole power to vote or direct the vote of 4,493,648 shares and the sole power to dispose or direct the disposition of 0 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	41	Chief Human Resources Officer	N/A	N/A	33,317 (4)	**
Carl M. Carlson	60	Co-President, Chief Financial Officer	N/A	N/A	155,339 (5)	**
Joanne B. Chang	54	Director	2018	2025	18,768 (6)	**
James M. Cosman	73	Chief Operations Officer	N/A	N/A	73,049 (7)	**
John J. Doyle, Jr.	90	Director	2006	2024	56,668 (8)	**
Darryl J. Fess	62	President and Chief Executive Officer, Brookline Bank	N/A	N/A	86,824 (9)	**
Margaret Boles Fitzgerald	68	Director	2013	2026	32,818 (10)	**
Michael P. Goldrick	58	President and Chief Executive Officer, PCSB Bank	N/A	N/A	36,989 (11)	**
Willard I. Hill, Jr.	68	Director	2023	2024	24,362 (12)	**
Thomas J. Hollister	69	Director	2009	2024	53,868 (13)	**
Marissa Martin	41	General Counsel & Corporate Secretary	N/A	N/A	29,686 (14)	**
Michael W. McCurdy	55	Co-President, Chief Operating Officer	N/A	N/A	85,477 (15)	**
Mark J. Meiklejohn	60	Chief Credit Officer	N/A	N/A	99,215 (16)	**
Bogdan Nowak	60	Director	2012	2026	239,629 (17)	**
Charles H. Peck	83	Director	1995	2024	151,803 (18)	**
John M. Pereira	67	Director	2015	2025	40,168 (19)	**
Paul A. Perrault	72	Chairman and Chief Executive Officer	2009	2024	579,053 (20)	**
Merrill W. Sherman	75	Director	2012	2026	49,668 (21)	**
Joseph J. Slotnik	87	Lead Director	1970	2024	195,943 (22)	**

William Tsonos	56	President and Chief Executive Officer, Bank Rhode Island	N/A	N/A	32,092 (23)	**
Directors and Officers as a
Group (24 persons)					2,265,595	2.55%


*			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 and Mr. Slotnik 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 15, 2024. 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 15, 2024 held by the beneficial owner and that no options held by other beneficial owners are exercised.
4			Includes 29,339 shares of unvested restricted stock as to which she has sole voting and investment power; 3,747 shares as to which she has sole voting and investment power; and 231 shares held by the Employee Stock Ownership Plan ("ESOP") for her account as to which she has shared voting power.
5			Includes 54,302 shares of unvested restricted stock as to which he has sole voting and investment power; 100,005 shares as to which he has sole voting and investment power; and 1,032 shares held by the Employee Stock Ownership Plan ("ESOP") for his account as to which he has shared voting power.


6			Includes 5,682 shares of unvested restricted stock as to which she has sole voting and investment power and 13,086 shares as to which she has the sole voting and investment power.
7			Includes 41,007 shares of unvested restricted stock as to which he has sole voting power; 28,866 shares as to which he has sole voting and investment power and 3,099 shares held by the ESOP for his account as to which he has shared voting power.
8			Includes 5,682 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 48,586 shares held by the Doyle Family Trust, of which Mr. Doyle is trustee.
9			Includes 41,559 shares of unvested restricted stock as to which he has sole voting and investment power; 42,738 shares as to which he has sole voting and investment power; and 2,527 shares held by the ESOP for his account as to which he has shared voting power.
10			Includes 5,682 shares of unvested restricted stock as to which she has sole voting and investment power; 26,486 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.
11			Includes 16,572 shares of unvested restricted stock as to which he has sole voting and investment power, 15,416.86 shares as to which he has sole voting and investment power; and 5,000 shares held by his IRA account as to which he has sole voting power. Mr. Goldrick 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.
12			Includes 5,682 shares of unvested restricted stock as to which he has sole voting power; 17,949 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.
13			Includes 5,682 shares of unvested restricted stock as to which he has sole voting power; 40,486 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.
14			Includes 24,054 shares of unvested restricted stock as to which she has sole voting and investment power; 4,811 shares as to which she has sole voting and investment power; and 821 shares held by the Employee Stock Ownership Plan ("ESOP") for her account as to which she has shared voting power.
15			Includes 36,328 shares of unvested restricted stock as to which he has sole voting power; 29,156 shares as to which he has sole voting and investment power and 1,623 shares held by the ESOP for his account as to which he has shared voting power.
16			Includes 38,396 shares of unvested restricted stock as to which he has sole voting power; 59,196 shares as to which he has sole voting and investment power and 1,623 shares held by the ESOP for his account as to which he has shared voting power.
17			Includes 5,682 shares of unvested restricted stock as to which he has sole voting power and 233,946.7120 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.
18			Includes 5,682 shares of unvested restricted stock as to which he has sole voting power; 102,919 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.
19			Includes 5,682 shares of unvested restricted stock as to which he has sole voting and investment power and 34,486 shares as to which he has sole voting and investment power.
20			Includes 139,640 shares of unvested restricted stock as to which he has sole voting power; 360,097 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.
21			Includes 5,682 shares of unvested restricted stock as to which she has sole voting power and 43,986 shares as to which she has sole voting and investment power.

22			Includes 5,682 of unvested restricted stock as to which he has sole voting power; 163,392 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.
23			Includes 21,215 shares of unvested restricted stock as to which he has sole voting power; 9,685 shares as to which he has sole voting and investment power and 1,192 shares held by the ESOP for his account as to which he has shared voting power.
24			No shares have been pledged as collateral for a loan, in a broker margin account, or otherwise.
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	60,000	60,000	-	120,000
David C. Chapin	60,000	60,000	-	120,000
John J. Doyle, Jr.	60,000	60,000	-	120,000
Margaret Boles Fitzgerald	60,000	60,000	-	120,000
John A. Hackett	60,000	60,000	11,583	120,000
John L. Hall, II	60,000	60,000		120,000
Thomas J. Hollister	72,500	60,000	-	132,500
Willard I. Hill, Jr.	60,000	60,000	-	120,000
Bogdan Nowak	72,500	60,000	-	132,500
Charles H. Peck	60,000	60,000	-	120,000
John M. Pereira	60,000	60,000	-	120,000
Merrill W. Sherman	60,000	60,000	-	120,000
Joseph J. Slotnik	100,000	60,000	-	160,000
Peter O. Wilde	72,500	60,000	—	132,500


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 Chair of the Audit Committee, and Mr. Nowak received $12,500 for services as Chair of the Compensation and Nominating and Governance Committees.
2			Each non-employee director in office on August 2, 2023 received a discretionary restricted stock award with a value of $60,000 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 dividing the dollar value of the grant amount by the closing price of the Company's common stock on the date of grant. The August 2, 2023 awards represent the only unvested restricted stock awards held by the directors as of December 31, 2023. Four of the Company's directors retired as of December 31, 2023. The Compensation Committee voted to accelerate the vesting of the August 2, 2023 grants to these four directors. The grants were valued at $60,000 on the date of grant. As of December 29, 2023 (the date of vesting), the shares were valued at $61,990.
3			Reflects interest earned on amounts deferred pursuant to the Company's Nonqualified Deferred Compensation Plan. The Company does not pay above market interest rates for the Nonqualified Deferred Compensation Plan.


Annual Retainer	$	60,000	(1)
Lead Director of the Board	$	40,000
Chair of the Audit Committee	$	12,500
Chair of the Compensation Committee	$	12,500
Chair of the Nominating and Governance Committee	$	12,500
Chair of the Risk Committee	$	12,500


1			Mr. Perrault, as an employee director, did not receive an annual retainer.


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS


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
Darryl J. Fess			President and Chief Executive Officer, Brookline Bank
Mark J. Meiklejohn			Chief Credit Officer


What We Do			What We Don't Do
Balance executive's short-term and long-term compensation to discourage short-term risk taking at the expense of long-term growth			Encourage excessive risk taking by removing incentives that focus on single performance goals which may be a detriment to our Company
Emphasis on performance-based or "at risk" compensation			No significant perquisites
Insider Trading Policy that includes anti-hedging and pledging policy			No excise or tax gross ups in our employment or change in control agreements
Independent Compensation Consultant engaged by the Compensation Committee			Our equity plan does not permit the repricing of stock options that are out of the money
Clawback Policy that requires recoupment in the event of a material financial restatement			No "single trigger" change in control severance


Double trigger change in control ("CIC") - CIC benefits are only paid upon termination event following a CIC			Dividends are not paid on unearned restricted stock
Compensation Consultant provides competitive benchmarking on our compensation practices annually to ensure executive compensation is consistent with market practices


Compensation Component	Form	Purpose
Base Salary	Cash	Provide a fixed level of pay that recognizes the Named Officer's scope of responsibilities, skills, performance and experience relative to his or her role
Short-Term Incentive Program	Cash (At-Risk and variable)	Motivate and reward Named Officer's for achievement of annual Company goals that support the Company's long-term strategic plan
Long-Term Incentive Program	Equity (At-Risk and variable)	Provide incentives to Named Officers to execute the Company's longer-term financial and strategic growth goals which contribute to stockholder value generation


			Summary
Clawback Policy			The Company has adopted the Clawback Policy that is compliant with the rules issued by the SEC and the Nasdaq Stock Market. Pursuant to the Policy, in the event the Company is required to file a financial restatement with the SEC, the Company may recoup incentive-based compensation received by the Named Officers (and other specified members of executive management) in excess of that which would have been received had the financial results been properly reported. For more information, please refer to the "Clawback Policy" section of this Proxy, below.
Insider Trading Policy			The Company has adopted an Insider Trading Policy that applies to directors, officers, employees, and consultants with respect to trading in the Company's securities. The Company prohibits the unauthorized disclosure of any nonpublic information acquired as a result of an individual's employment or other relationship with the Company or any of its subsidiaries, as well as the misuse of material nonpublic information about the Company or any of its subsidiaries or their respective businesses in securities trading. For more information, please see the "Role of the Board; Corporate Governance" section of this Proxy Statement.
Prohibition on Hedging			Our Insider Trading Policy prohibits insiders from speculating in our stock including, but not limited to: short selling, buying or selling publicly traded options, included writing covered calls, and hedging or any other type of derivative arraignment that has a similar economic outcome.
Prohibition on Pledging			Our Insider Trading Policy prohibits insiders from purchasing Company securities on the margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan.
Equity Grant Practice			Our practice is to approve annual equity award to eligible recipients, including the Named Officers, on an annual basis. There may be exceptions to this practice for new hires or other off-cycle awards. We do not backdate equity awards and we do not coordinate grants of equity information so they are made before announcement of favorable information, or after the announcement of unfavorable information. The Company's equity awards are granted at fair market value on a fixed date or event. We do not grant stock options with "reload" features, nor do we loan funds to employees to permit them to exercise stock options. We do not reprice stock options.


Tax Considerations			In general, the Company may not take an annual deduction for Named Officer compensation in excess of $1 million unless an exception applies. Due to the continued importance and benefits to the Company and our stockholders of awarding compensation that is structured to properly incentivize our executive officers, the Compensation Committee believes that it is in our best interests to retain flexibility in awarding compensation, even if some awards may be non-deductible compensation expenses to the Company.
Compensation Committee Interlocks and Insider Participation			The members of our Compensation Committee are all independent directors. Our Compensation Committee members have not served as employees of the Company or any of our subsidiaries, and there are no common participants between the Compensation Committee and any of the entity of the Company.


What We Heard			What We Did
Our stockholders shared that they would like more detail surrounding our short-term incentive program, specifically the performance metrics used and the decision-making process.			This feedback was addressed through enhanced disclosures in this CD&A for 2023 award payouts. Additionally, the Committee incorporated stockholder comments into the development of a 2024 Annual Incentive Plan. This plan has a structured and formulaic design which rewards our Named Officers for the achievement of specific financial and non-financial goals that are critical to the Company's success and long-term stockholder value. The Company is committed to ongoing transparency regarding the Named Officer's annual awards and their payouts.
Prior to the 2023 Annual meeting, our stockholders provided feedback related to the Employment Agreements of our Named Officers.			On May 1, 2023, we filed a Supplemental Proxy disclosing certain changes to the Mr. Perrault's Employment Agreement. We did not receive any negative comments on the Employment Agreements during our fall 2023 stockholder outreach campaign.


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First Commonwealth Financial Corporation			Tompkins Financial Corporation
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Kearny Financial Corp.			Washington Trust Bancorp, Inc.
Lakeland Bancorp, Inc.			WSFS Financial Corp.
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Named Officer	2022 Base Salary ($)		2023 Base Salary ($)		% Change
Paul A. Perrault	$	900,000	$	940,000	4	%
Carl M. Carlson	$	540,750	$	562,380	4	%
Michael W. McCurdy	$	540,750	$	562,380	4	%
Mark J. Meiklejohn	$	425,001	$	442,001	4	%
Darryl J. Fess	$	465,000	$	483,600	4	%

SEC Form DEF 14A filed by Brookline Bancorp Inc.

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Financials


Named Officer	Base Salary ($)		Target % of Base Salary		Payout at Target ($)		Actual Percentage Achieved (%)		Actual Payout Earned ($)
Paul A. Perrault	$	940,000	75	%	$	705,000	60	%	$	423,000
Carl M. Carlson	$	562,380	60	%	$	337,428	60	%	$	202,457
Michael W. McCurdy	$	562,380	60	%	$	337,428	60	%	$	202,457
Mark J. Meiklejohn	$	442,001	60	%	$	265,201	60	%	$	159,120
Darryl J. Fess	$	483,600	60	%	$	290,160	60	%	$	174,096


Named Officer	Target Percentage of Base Salary (%)		Time Based Restricted Stock Awards	Performance Based Restricted Stock Awards	Total 2023 Restricted Stock Grant
Paul A. Perrault	70	%	31,155	31,155	62,310
Carl M. Carlson	50	%	13,314	13,314	26,628
Michael W. McCurdy	50	%	13,314	13,314	26,628
Mark J. Meiklejohn	50	%	10,464	10,464	20,928
Darryl J. Fess	50	%	11,449	11,449	22,898


Company Percentile Performance Relative To Peer Group	Total Shareholder Return	Net Charge Offs	Transaction Deposit Growth
25th Percentile	50%	50%	50%
50th Percentile	100%	100%	100%
75th Percentile	150%	150%	150%


Company Percentile Performance Relative To Peer Group	Total Shareholder Return (40% Weighting)	Net Charge Offs (30% Weighting)	Internal Strategic Metric (30% Weighting)
25th Percentile	50%	50%	50%
50th Percentile	100%	100%	100%
75th Percentile	150%	150%	150%
Actual Performance	50%	110%	150%


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...........	2023	940,000	—	657,994	423,000	—	299,536	(5)	2,320,530
Chairman and Chief Executive Officer	2022	900,000	33,750	629,998	675,000	—	277,514	(5)	2,516,262
	2021	870,350	32,638	609,258	652,763	—	129,344		2,294,353


Carl M. Carlson............	2023	562,380	—	281,192	202,457	—	90,154	(6)	1,136,183
Co-President and Chief Financial & Strategy Officer	2022	540,748	16,223	270,370	324,449	—	68,032	(6)	1,219,822
	2021	487,830	15,750	262,507	315,000	—	69,136		1,150,223

Michael W. McCurdy..	2023	562,380	—	281,192	202,457	—	86,362	(7)	1,132,391
Co-President, Chief Operating Officer	2022	540,748	16,223	270,370	324,449	—	150,107	(7)	1,301,897
	2021	460,436	15,750	262,507	315,000	—	48,965		1,102,658


Mark J. Meiklejohn......	2023	442,001	—	221,000	159,120	39,888	63,918	(8)	925,927
Chief Credit Officer	2022	—	—	—	—	—	—	(8)	—
	2021	—	—	—	—	—	—		—

Darryl J. Fess........	2023	483,600	—	241,803	174,096	—	77,465	(9)	976,964
President and Chief Executive Officer, Brookline Bank	2022	465,000	13,950	185,996	279,000	—	69,933	(9)	1,013,879
	2021	422,094	10,552	168,835	211,047	—	50,325		862,853


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 2023 were paid in 2024. The amounts earned in 2022 were paid in 2023 and amounts earned in 2021 were paid in 2022.
2			The amounts in this column represent the aggregate grant date fair value of restricted stock awards made in 2023, 2022, and, 2021 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 2023, 2022, and 2021, respectively, assuming maximum level of performance, were: $493,495, $472,498, and $456,943, respectively for Mr. Perrault; $210,894, $202,777, and $196,880, respectively for Mr. Carlson; $210,894, $202,777 and $196,880, respectively for Mr. McCurdy; $165,750, respectively for Mr. Meiklejohn; and $181,352, $139,497, and $126,626, respectively for Mr. Fess. For a more complete description of the stock awards granted in 2023, 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 2023 were paid in 2024.
4			For Mr. Perrault and Mr. Carlson, only, in prior reporting periods the Company reported amounts in this column representing the interest earned in the relevant fiscal year on earnings that were deferred under the Company's Nonqualified Deferred Compensation Plan. This information is not required to be provided in the Summary Compensation Table because such amounts are not above-market earnings.
5			In 2023 includes: (a) 401(k) plan employer contribution in the amount of $16,500, (b) automobile expense in the amount of $4,063, (c) club dues in the amount of $13,770, (d) insurance benefit payments in the amount of $24,241, (f) dividends on unvested restricted stock grants in the amount of $72,282, (g) parking expenses in the amount of $7,680, and (h) deferred compensation plan employer contributions in the amount of $161,000. 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 and reports taxable cost of the automobile to Mr. Perrault here.
6			In 2023 includes: (a) 401(k) plan employer contribution in the amount of $15,250, (b) club dues in the amount of $19,263, (c) insurance benefit payments in the amount of $25,258, (d) parking expenses in the amount of $7,680, and (g) dividends on unvested restricted stock grants in the amounts of $22,703.
7			In 2023 includes: (a) 401(k) plan employer contribution in the amount of $15,250, (b) club dues in the amount of $18,779, (c) insurance benefit payments in the amount of $25,258, (d) parking expenses in the amount of $7,680, and (e) dividends on unvested restricted stock grants in the amount of $19,375.
8			In 2023 includes: (a) 401(k) plan employer contribution in the amount of $16,500, (b) parking expenses in the amount of $4,380, (c) insurance benefit payments in the amount of $18,183, (d) automobile expense in the amount of $6,000, (e) club dues in the amount of $2,675, and (f) dividends on unvested restricted stock grants in the amount of $16,180.
9			In 2023 includes: (a) 401(k) plan employer contribution in the amount of $15,250, (b) insurance benefit payments in the amount of $23,543, (c) parking expenses in the amount of $6,600, (d) club dues in the amount of $14,921, and (e) dividends on unvested restricted stock grants in the amount of $17,151.


				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				705,000		—		—	—		—		—		—
	8/2/2023		6/28/2023			7,789		31,155	46,733		—		—		—		328,997
	8/2/2023	6/22/2022	6/28/2023			—	—	—	—	—	31,155	—	—		—	314999	328,997

Carl M. Carlson				337,428		—		—	—		—		—		—		—
	8/2/2023		6/28/2023			3,329		13,314	19,971		—		—		—		140,596
	8/2/2023		6/28/2023			—		—	—		13,314		—		—		140,596

Michael W. McCurdy				337,428		—		—	—		—		—		—		—
	8/2/2023		6/28/2023			3,329		13,314	19,971		—		—		—		140,596
	8/2/2023		6/28/2023			—		—	—		13,314		—		—		140,596

Mark J. Meiklejohn				265,201		—		—	—		—		—		—
	8/2/2023		6/28/2023			2,616		10,464	15,696		—		—		—		110,500
	8/2/2023		6/28/2023			—		—	—		10,464		—		—		110,500

Darryl J. Fess				290,160		—		—	—		—		—		—		—
	8/2/2023		6/28/2023			2,862		11,449	17,174		—		—		—		120,901
	8/2/2023		6/28/2023			—		—	—		11,449		—		—		120,901


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 2024 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 the Named Officers on August 2, 2023 may vest on August 2, 2026 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 determined via linear interpolation.
4			Target has been established as performance at the 50th percentile of the peer group.
5			Performance between the 50th and 75th percentile would be paid between target and maximum, determined via linear interpolation. Maximum payments of 150% of target would be paid for performance above the 100th percentile when measured relative to the peer group determined via linear interpolation.
6			Time based shares granted to the Named Officers on August 2, 2023 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 2023. 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, 2023 for the Named Officer. 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 2023, 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.........	8/3/2021		7,023	76,621	21,067	229,841
	8/2/2022		15,218	166,028	22,826	249,032
	8/2/2023		31,155	339,901	31,155	339,901

Carl M. Carlson..........	8/3/2021		3,026	33,014	9,077	99,030
	8/2/2022		6,531	71,253	9,796	106,874
	8/2/2023		13,314	145,256	13,314	145,256

Michael W. McCurdy...	8/3/2021		3,026	33,014	9,077	99,030
	8/2/2022		6,531	71,253	9,796	106,874
	8/2/2023		13,314	145,256	13,314	145,256

Mark J. Meiklejohn.......	8/3/2021		1,841	20,085	5,521	60,234
	8/2/2022		4,106	44,796	6,159	67,195
	8/2/2023		10,464	114,162	10,464	114,162

Darryl J. Fess.....	8/3/2021		1,946	21,231	5,838	63,693
	8/2/2022		4,493	49,019	6,739	73,522
	8/2/2023		11,449	124,909	11,449	124,909


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 were granted pursuant to the 2021 Brookline Bancorp, Inc. Stock Option and Incentive Plan.
2			Based on market value per share of $10.91 at December 29, 2023, which was the closing price of the Company's common stock on the last trading date of fiscal 2023.