BBT DEF 14A Report ended March 19, 2020

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1.	To elect as directors the nominees named in the Proxy Statement each to serve a one-year term or until their successors are duly elected and qualified;

2.	To provide an advisory vote on executive compensation practices;

3.	To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2020; and

4.	To transact any other Company business that may properly come before the meeting.

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•	Proactively reached out to our largest shareholders to solicit their feedback.

•	Had extensive dialogue with a diverse group of our shareholders during the year and obtained additional feedback from advisors and other knowledgeable third parties.

•	Solicited feedback and answered questions about our executive compensation programs and Board governance practices.

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•	Established Corporate Responsibility & Culture Committee of the Board of Directors, chaired by Laurie Norton Moffat

•	Created Diversity & Inclusion Employee Committee and launched seven new Employee Resource Groups

•	Implemented a Responsible & Sustainable Business Policy

•	Enhanced social, environmental & culture risk management program

•	Opened Reevx Labs and launched the Friends & Family Fund

•	Unveiled The Be FIRST Commitment, Berkshire’s comprehensive plan to build a responsible workforce, foster sustainable communities and finance the future.

•	Provided $4.7 million in financial contributions and 100% employee participation in the XTEAM ® employee volunteer program for communities

•	Improved third party ESG (Environmental, Social Governance) ratings used by socially responsible investors

•	North American Employee Engagement Award for Social Responsibility

•	US Chamber of Commerce Foundation Top Corporate Steward Citizen Award

•	Communitas Award for Leadership in Corporate Social Responsibility

•	Berkshire was listed in the Bloomberg Gender Equality Index for the first time.

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(1)	Current directors Pamela A. Massad and William J. Ryan have chosen not to stand for re-election to the Board at the Company’s 2020 Annual Meeting. 10 out of 13 of the remaining members will be designated as independent directors .

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•	To oversee management performance on behalf of shareholders;

•	To ensure that the interests of the shareholders are being served;

•	To monitor adherence to Berkshire’s standards and policies;

•	To promote the exercise of responsible corporate citizenship; and

•	To perform the duties and responsibilities assigned to the Board by the laws of Delaware, Berkshire’s state of incorporation.

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•

No person shall be eligible for election or appointment to the Board of Directors: (i) if such person has, within the previous ten years, been the subject of supervisory action by a financial regulatory agency that resulted in a cease and desist order or an agreement or other written statement subject to public disclosure under 12 U.S.C. 1818(u), or any successor provision; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime.

•

No person shall be eligible for election or appointment to the Board of Directors if such person is the nominee or representative of a company, as that term is defined in Section 10 of the Home Owners’ Loan Act or any successor provision, of which any director, partner, trustee or shareholder controlling more than 10% of any class of voting stock would not be eligible for election or appointment to the Board of Directors.

•	No person may serve on the Board of Directors and at the same time be a director of more than two other public companies, or their subsidiaries.

•	No person shall be eligible for election to the Board of Directors if such person is the nominee or representative of a person or group, or of a group acting in concert (as defined in 12 C.F.R Section 303.81(b)), that includes a person who is ineligible for election to the Board of Directors.

•

The Board of Directors shall have the power to construe and apply the provisions of the Company’s bylaws and other governance documents, and to make all determinations necessary or desirable to implement such provisions, including but not limited to determinations as to whether a person is a nominee or representative of a person, a company or a group, whether a person or company is included in a group, and whether a person is the nominee or representative of a group acting in concert.

•

Pursuant to our Corporate Governance Policy, individuals first appointed or elected to the Board of Directors on or after January 1, 2019 will no longer be eligible for re-election to the Board of Directors after their 75 th birthday or the completion of their 12 th year of service on the Board . For Directors serving before January 1, 2019, who have surpassed or are approaching either or both of these age and service time limits, the Chairman of the Board and the Corporate Governance/Nominating Committee shall work with any such Board members approaching mandatory retirement to ensure that timing issues are given due consideration and an appropriate transition and renewal of the Board occurs.

1.	The name of the person recommended as a director candidate;

2.	All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934;

3.	The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

4.

As to the shareholder making the recommendation, the name and address of such shareholder as it appears on the Company’s books; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit their name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5.	A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

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(1)

Represents the grant date fair value of the restricted stock awards which has been computed in accordance with the stock based accounting rules under FASB ASC Topic 718. Amounts shown are the aggregate grant date fair value of restricted stock awards, with the grant date fair value based on the closing price of the Company’s common stock on the applicable grant date. See Note 22 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2019. Since January 30, 2004, no stock options have been granted to any directors. Directors serving as of December 31, 2019, (except for Mr. Marotta, whose compensation is reported in the Summary Compensation Table below) had the following number of unvested shares of restricted stock and stock options outstanding:

(2)	Reflects dividends paid when restricted stock becomes vested.

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(3)	Messrs. Adofo-Wilson, Brouillard and Hughes were elected to the Company and Bank Boards of Directors on May 30, 2019.

(4)	Messrs. Bossidy and Sheehan retired from the Company and Bank Boards of Directors, effective as of the 2019 Annual Meeting.

(5)	Includes $7,201 in imputed income on split dollar insurance recognized by Mr. Brouillard.

(6)	Includes $136 in imputed income on split dollar insurance recognized by Mr. Brunelle.

(7)	The total amount included in “All Other Compensation” reflects Mr. Curley’s salary in the amount of $120,000 as Chairman of the New York region of Berkshire Bank and club dues of $4 , 483

(8)	Includes $35 in imputed income on split dollar insurance recognized by Mr. Dunlaevy.

(9)	Includes $416 in imputed income on split dollar insurance recognized by Ms. Massad. Ms. Massad will retire from the Company and Bank Boards of Directors, effective as of the 2020 Annual Meeting.

(10)	Mr. Murphy retired from the Company and Bank Boards of Directors, effective as of September 19, 2019.

(11)	Mr. Ryan will retire from the Company and Bank Boards of Directors, effective as of the 2020 Annual Meeting , due to health reasons .

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(1)

The principal positions listed above represent the titles of each of the Named Executive Officers at Berkshire Bank, the wholly owned subsidiary of Berkshire Hills Bancorp, Inc. The principal position of each of the Named Executive Officers at Berkshire Hills Bancorp, Inc. is as follows: Mr. Marotta is President and Chief Executive Officer, Mr. Gray is Senior Executive Vice President, Mr. Moses is Senior Executive Vice President and Chief Financial Officer and Mr. Bacigalupo is Senior Executive Vice President.

(2)	Mr. Marotta was appointed to Chief Executive Officer of the Bank and Mr. Gray was appointed to President and Chief Operating Officer of the Bank effective November 26, 2018. Prior to these appointments Mr. Marotta served as President of the Bank and Mr. Gray served as Chief Operating Officer of the Bank.

(3)

Mr. Lindenmuth was identified as an NEO at the end of 2019. The fifth NEO at December 31, 2018 was Linda Johnston, SEVP, Chief Human Resources Officer, who retired at the end of March 2019. Throughout this discussion, reference is sometimes made to the other four NEOs, who are referred to as “Continuing NEOs”. Mr. Lindenmuth’s compensation in 2019 was primarily managed by Mr. Marotta prior to Mr. Lindenmuth’s identification as an NEO .

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•

Each year, along with its independent compensation consultant, the Committee reviews our compensation program to determine competitiveness and effectiveness, and evaluate whether any changes should be made for the next fiscal year. In the first quarter of each fiscal year, the Committee approves the components of compensation for each NEO and the performance goals for each corporate performance measure.

•	Annually the Committee establishes Company financial and CEO individual performance goals; the CEO sets individual performance goals for each of the other NEOs, subject to the review of the Committee. The individual goals are designed to drive our strategic corporate goals.

•	The Committee meets regularly throughout the year, both with management and in executive session to review Company performance against the performance goals.

•

The Committee annually conducts a review of each NEO and the Company’s performance measured against established financial and individual performance goals. As part of this review process, the CEO reviews with the Committee the performance of each NEO relative to the individual goals and presents his compensation recommendations based on his review. The Committee then independently reviews and, if desired, modifies any compensation recommendations prior to approving all compensation decisions for the NEOs.

•	The CEO’s performance is reviewed by the Committee in conjunction with a self-assessment and a formal CEO evaluation process and discussion with other independent directors. The CEO is not present when the Committee makes decisions on his compensation. The Committee meets with the CEO to present its decisions and review the Board’s assessment of his performance.

•

The Committee’s objective is to ensure that total compensation paid to the NEOs is fair, reasonable and performance based, while aligning with shareholder interests. In addition, the Committee annually conducts an executive compensation review with the compensation consultant to set compensation opportunities and ensure market competitiveness. The consultant also provides periodic assessment of pay-performance alignment.

•

During 2019, the Committee’s independent compensation consultant provided a number of consultations and presentations to the Committee. These included a presentation on executive compensation trends and external developments, an annual competitive evaluation of NEO compensation, draft review and comments on the CD&A, development of the peer group used for competitive analysis and attended committee meetings as requested by the Committee Chair.

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The core EPS target was established at $2.69 which was similar to the $2.71 actual result originally reported in 2018. In 2019, changes in expected purchase accounting were expected to decrease EPS, and management was incented to develop initiatives to offset the impact of this decrease. Actual core EPS in 2019 was $2.40, including the $0.23 per share after-tax impact of one large commercial loan write-off. EPS in 2019 was also pressured by margin compression driven by the effect of unexpected lower market interest rates on the Company’s asset sensitive balance sheet. Core EPS did not meet the $2.42 EPS threshold and the payout allocation for Core EPS was therefore zero.

•

The expense management goal is reflected by our efficiency ratio, and was targeted at 55.0%, which was better than the 58.3% actual result originally reported in 2018. This target goal required strong expense management to offset the impact of lower accretion revenue noted above and to capture the benefits of non-core merger and restructuring costs incurred in prior years. The actual performance of 55.6% was just slightly below the target of 55.0%, illustrating our achievement of most of the targeted improvement from the prior year. Core expenses were managed below budget in 2019 to help offset the impact of unanticipated decreases in market interest rates. Management earned 92% of the targeted payout for this measure, based on interpolation between actual and threshold amounts for the efficiency ratio.

•

The asset quality goal measures the level of criticized assets in relation to regulatory capital. The target for this metric was set at 17%, which was unchanged from the 17% actual performance in 2018. The target anticipated continued strong asset management and problem loan resolutions. The actual result was 19%, which represented ongoing strong asset management but did not achieve the target. Using interpolation, a payout factor of 71% was established for this metric.

•

The core return on assets target goal was set at 1.03%, compared to actual results of 1.07% originally reported in 2018. The factors discussed above for core EPS had similar impacts on setting this target, along with the impact of increasing assets with the SI Financial merger. The actual core ROA in 2019 was 0.93%, which was below the 0.98% performance threshold for core ROA. Accordingly, the payout factor for this metric was zero.

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•	In his new role as CEO, introduced and led the development of our strategic vision for building a 21 st century community bank with a focus on purpose driven performance to create value for all stakeholders

•	Oversaw the strategic review and initiatives to offset margin compression, strengthen the balance sheet, and develop more sustainable profitability

•	In his new role as CEO, worked with the Board to evolve governance and leadership in support of our culture, values, and strategic vision

•	Achieved core elements of the Company’s 2019 budget before the impact of one commercial loan write-off and the unexpected decrease in market interest rates

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•	In his new role as Bank President, supported the rollout of the Company’s new strategic vision across the Bank’s market and operating teams

•	Completed the closing and integration of the SI Financial acquisition, the Company’s second largest acquisition, which strengthened the franchise with the acquired operations

•	Achieved most of the initiatives to improve efficiency and achieve merger related cost saves

•	Provided leadership to oversee the new Regional President positions to drive performance for community stakeholders

•	Constructed and implemented financial framework for strategic initiatives undertaken in 2019

•	Achieved balance sheet restructuring objectives to support liquidity and capital goals

•	Oversaw market operations and financial reporting in support of asset sales and merger integration

•	Oversaw stock repurchase program and effectively managed investor communications about company initiatives and values based strategic initiatives to serve all stakeholders

•	Supported strategic focus on relationship and return objectives for loan portfolio and release of less strategic assets

•	Maintained strong business development pipeline with focus on strategic disciplines for business selection

•	Oversaw commercial side of merger integration in support of sustaining market penetration in new markets

•	Supported efficiency strategies, organized commercial verticals, and supported regional leadership initiatives

•	Expanded and deepened enterprise risk management processes and regulatory relations

•	Generally maintained favorable asset quality metrics and oversaw CECL accounting preparation

•	Took on compliance oversight

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(1)

For a summary of certain non-GAAP performance measures, please see Appendix A. Core EPS based on amounts originally reported. The measure of core EPS in 2019 core measures treat the Company’s national mortgage banking operations as discontinued and non-core. The core measures originally reported in 2018 and 2017 treated these operations as core, although the 2019 Form 10-K shows results with these operations as non-core for purposes of financial statement comparability.

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•	Review and benchmarking of overall compensation, benefit and perquisites

•	Review all compensation components for CEO and each NEO

•	Evaluate CEO and other NEOs’ individual performance

•	Ensure executive overall pay is aligned with corporate performance results

•	Review, evaluate and modify as needed, executive compensation plans

•	Ensure executives are not encouraged or rewarded for taking excessive risk

•	Approve annual cash incentive payments, annual equity grants, and vesting of performance shares for the CEO and other NEOs in accordance with the terms of the Executive Short-Term and Executive Long-Term Incentive Plans

•	Provide oversight to ensure compliance with all regulations related to executive compensation

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•	Approve the annual Compensation Discussion and Analysis

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(1)

The principal positions listed above represent the titles of each of the Named Executive Officers at Berkshire Bank, the wholly owned subsidiary of Berkshire Hills Bancorp, Inc. The principal position of each of the Named Executive Officers at Berkshire Hills Bancorp, Inc. is as follows: Mr. Marotta is President and Chief Executive Officer, Mr. Gray is Senior Executive Vice President; Mr. Moses is Senior Executive Vice President and Chief Financial Officer, Mr. Bacigalupo is Senior Executive Vice President and Mr. Lindenmuth is Senior Executive Vice President.

(2)

The amounts reported are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 and represents an award under the Company’s performance-based, long-term incentive compensation program. Awards consist of restricted stock, a portion of which vest ratably over three years and a portion that vests based on the achievement of certain performance criteria. Since all awards vest after the year in which they are granted, none of the Named Executive Officers recognized any income from the awards in the year they were made. Amounts shown are the aggregate grant date fair value of restricted stock awards, with the grant date fair value based on the closing price of our common stock on the applicable grant date. For those restricted stock awards that are subject to performance conditions, the grant date fair values are based on the outcome of such conditions at target level. Total values for stock awards reported in this table may not match other tables due to rounding. See Note 21 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2019. Based on the fair value at grant date, the following are the maximum potential values of the performance shares for the 2019-2020 performance period assuming maximum level of performance is achieved: Mr. Marotta, $723,595; Mr. Gray, $450,020; Mr. Moses, $224,983; Mr. Bacigalupo $202,515; and Mr. Lindenmuth $135,029. For each year shown in the above table, the amounts in the Stock Awards column are determined by multiplying the number of restricted stock awards granted on a particular date by the Company’s stock price on the same grant date, and a breakdown for each individual is as follows:

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(3)	The Supplemental Executive Retirement Agreements do not provide for above-market earnings and therefore amounts are not included in this column.

(4)	Mr. Lindenmuth is a Named Executive Officer for the first time in 2019 and, pursuant to SEC rules, compensation for prior years is not required to be reported.

(5)	Details of the amounts reported in the “All Other Compensation” column for 2019 are provided in the following table:

*	Mr. Marotta’s Long Term Disability represents $2,722 for long term disability insurance, $16,168 for supplemental disability insurance and $7,867 as a tax gross up payment on these amounts.

**	The Company credited Mr. Marotta and Mr. Gray’s Supplemental Executive Retirement Agreement account balance with $350,000 and $100,000, respectively, pursuant to the terms of the agreement.

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(1)	Amount represents awards granted for future payment to the Named Executive Officers under the Short-Term Incentive Plan (STI). Company performance below threshold and/or individual performance may result in no award payable to the Named Executive Officer. Please see the section titled “Compensation Discussion and Analysis - Short-Term Incentive Compensation” for a discussion of the STI.

(2)	Amount shown reflects the number of restricted stock awards, subject to performance-based vesting, that may be earned under the Long-Term Incentive Plan (LTI). Performance below threshold may result in no award payable to the Named Executive Officer. Please see the section titled “Compensation Discussion and Analysis - Long-term Incentive Plan” for a discussion of the LTI.

(3)	The amounts reported are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The grant date per share fair value for the restricted stock award was $27.91, which was the closing price of the Company’s stock on the date of grant.

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(1)	Remaining shares granted on January 30, 2017 will vest ratably on each January 30 th through 2020.

(2)	Remaining shares granted on January 30, 2018 will vest ratably on each January 30 th through 2021.

(3)	Remaining shares granted on January 30, 2019 will vest ratably on each January 30 th through 2022.

(4)	These shares are subject to vesting based upon the achievement of specific goals. The amounts shown assume the target level of performance is achieved. The actual award, if any, will be determined as of January 30, 2020 based on the 2017-2019 performance period.

(5)	These shares are subject to vesting based upon the achievement of specific goals. The amounts shown assume the target level of performance is achieved. The actual award, if any, will be determined and vest on the first compensation committee meeting following January 30, 2021 based on the 2018-2020 performance period.

(6)	These shares are subject to vesting based upon the achievement of specific goals. The amounts shown assume the target level of performance is achieved. The actual award, if any, will be determined and vest on the first compensation committee meeting following January 30, 2022 based on the 2019-2021 performance period.

(7)	Computed using the fair market value of the shares based on the Company’s closing stock price of $32.88 on December 31, 2019.

(8)	Remaining shares granted on October 1, 2015 will vest in October 2020.

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(1)	Represents the aggregate value realized in 2019 upon the vesting of restricted stock awards granted in prior years under the Company’s long-term incentive plan and based on the value of the Company’s stock on the applicable vesting dates for each award. The value realized by the NEO upon vesting is also the amount reported as 2019 taxable income.

(1)	Contributions included in the “Registrant Contributions in Last Fiscal Year” column are included as compensation for the Named Executive Officer in the Summary Compensation Table.

(2)	Amounts included in the “Aggregate Balance at Last Fiscal Year End” have been reported as compensation for the Named Executive Officer in the Summary Compensation Table.

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(1)	Upon a termination for “cause” (as defined in the applicable agreements), the executive will have no right to receive compensation or other benefits under the employment agreement and SERP. In addition, he will forfeit all non-vested restricted stock awards.

(2)

Under the executive’s employment agreement, upon an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for “good reason” (as defined in the employment agreement), the executive (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to the base salary and the greater of the (i) average cash incentive earned in the prior two calendar years, or (ii) the cash incentive that would be paid or payable to the executive receiving the annual incentive at target for the fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the executive and Berkshire Bank were to satisfy all performance-related conditions, which the executive would have earned during the remaining unexpired term of the agreement. In addition, he and his dependents would become entitled, at no cost to the executive, to the continuation of non-taxable medical and dental coverage for the remaining unexpired term of the employment agreement. Upon termination of the executive’s employment under these circumstances, the executive must adhere to a one-year non-competition and non-solicitation restriction. The amount shown in this column assumes the remaining term of the contract is three years. Under the executive’s amended and restated supplemental executive retirement agreement, if Mr. Marotta separates from service for a reason other than cause, he will receive his vested benefit at the time of separation from service in a lump sum. If Mr. Marotta is a “specified employee” (as defined in Section 409A of the Code), the amounts payable under the employment agreement and supplemental executive retirement agreement will be paid six months after his separation from service. The above table does not include the vested benefit under the supplemental executive retirement agreement as of December 31, 2019 since the value of the vested benefit is set forth in the table presented above under “ - Non-qualified Deferred Compensation.”

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(3)

Under the executive’s employment agreement, upon an involuntary termination, other than for cause, or voluntary termination (upon the occurrence of circumstances specified in the agreements) in connection with or following a change in control of the Company or the Bank, the executive would be entitled to a cash severance payment equal to three times base salary and cash incentive, plus the annual cash incentive pro-rated through the date of termination, and life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained for the executive prior to termination of employment for 36 months at no cost to the executive. Under the executive’s amended and restated supplemental executive retirement agreement, if Mr. Marotta separates from service for a reason other than cause, in connection with or within two years following a change in control of the Company or Bank, his account balance will become fully vested and he will be entitled to a payment in the amount of $2,750,000 in a lump sum. If Mr. Marotta is a “specified employee” (as defined in Section 409A of the Code), the amounts payable under the employment agreement and supplemental executive retirement agreement will be paid six months after his separation from service. The above table does not include the vested benefit under the amended and restated supplemental executive retirement agreement as of December 31, 2019 since the value of the vested benefit is set forth in the table presented above under “ - Non-qualified Deferred Compensation.”

(4)

Under the executive’s employment agreement, upon a termination due to “disability” (as defined in the employment agreement), the executive would be entitled to continued non-taxable medical and dental insurance, at no cost to the executive, until the earlier of the second anniversary of the date of termination or age sixty-five (65). This column shows the value of two years of continued insurance. Additionally, the executive would be entitled to receive benefits under the provisions of disability insurance coverage in effect for Berkshire Bank employees and executives. Upon termination due to disability, restricted stock awards granted pursuant to our equity incentive plans automatically vest. The executive does not hold any stock options.

(5)

Under the executive’s employment agreement, upon death, the executive’s beneficiary will receive any earned but unpaid compensation and vested benefits due the executive as of the date of death. In addition, the executive’s estate or beneficiary would be entitled to receive benefits under the provisions of any life insurance coverage in effect for Berkshire Bank employees and executives. Under a split dollar agreement entered into with the executive, the executive’s beneficiary is also entitled to an amount equal to the lesser of $750,000 or the “net amount at risk” (as defined in the split dollar agreement) and the above table does not reflect the value of this benefit. Upon termination due to death, restricted stock awards granted pursuant to our equity incentive plans automatically vest. The executive does not hold any stock options.

(6)

The change in control arrangements entered into with Messrs. Moses, Bacigalupo, and Lindenmuth provide that upon an involuntary termination, other than for cause, or voluntary termination (upon the occurrence of circumstances specified in the agreements) in connection with or following a change in control of the Company or the Bank, the executive would be entitled to a cash severance payment equal to three times (two times for Mr. Lindenmuth) base salary and cash incentive, plus the annual cash incentive pro-rated through the date of termination, and life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained for the executive prior to termination of employment for 36 months following termination of employment, with the executive paying his or her share of the premiums. Under the agreements with Messrs. Moses and Bacigalupo, severance payments will be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments” only if such reduction will result in the executive receiving a greater total payment as measured on an after-tax basis, and accordingly, the amount shown in this column may be reduced. The estimated amount of the reduction is $675,009 for Mr. Moses and it is estimated that Mr. Bacigalupo’s payments would not be reduced under this provision. The agreements do not entitle the executives to any tax indemnification payment (a “gross-up”) if payments under his change in control agreement or any other payments trigger liability under Sections 280G and 4999 of the Internal Revenue Code for an excise tax on “excess parachute payments.” For Mr. Lindenmuth, severance payments will be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments” and it is estimated that Mr. Lindenmuth’s payments will be reduced by $132,939 under this provision.

(7)

Mr. Gray’s change in control agreement provides that upon an involuntary termination, other than for cause, or voluntary termination (upon the occurrence of circumstances specified in the agreements) following a change in control of the Company or the Bank, the executive would be entitled to a cash severance payment equal to three times his average annual compensation for the five years preceding the change in control, and life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained for the executive prior to his termination of employment for 36 months following the executive’s termination of employment. The executive would also be entitled to receive a tax indemnification payment if payments under the change in control agreement trigger liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” The estimated amount of the tax indemnification payment is $2,275,255. Beginning in 2009, the Company determined that it would no longer enter into change in control agreements that provide for a tax gross-up for any taxes as a result of “excess parachute payments” under Section 280G of the Code. Mr. Gray’s change in control agreement was entered into before the Company adopted this position.

(8)	In the event of a change in control of the Company or the Bank, outstanding stock options and restricted stock awards granted prior to 2019 pursuant to our equity plans automatically vest. After 2018, equity awards subject to time-based vesting automatically vest only if an executive terminates employment following a change in control (a “double trigger”).

(9)

In February 2019, Mr. Gray and the Bank entered into a supplemental executive retirement agreement. The agreement provides that upon an involuntary termination, other than for cause, or voluntary termination (upon the occurrence of circumstances specified in the agreement) in connection with or following a change in control of the Company or the Bank, death or disability, the executive would become entitled to a payment in the amount of $1 million. The executive’s benefit is subject to a five year vesting schedule, with twenty percent (20%) of the account vesting each year, commencing on January 1, 2020.

(10)

To supplement the Bank’s disability programs, the Bank implemented a long-term care plan (“LTC Plan”) in 2015. Messrs. Marotta and Gray participate in the LTC Plan. Messrs. Gray and Marotta will become vested upon the earliest of (i) the executive attaining age 62 with ten years of service; (ii) the executive attaining age 55 with 20 years of service; (iii) a change in control; (iv) or disability. Once vested, an individual and his spouse are generally eligible for long-term care benefits during their lifetime, at no cost to the covered individual, and with the Bank paying the cost of such coverage. The above table does not reflect the value of such continued coverage.

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(1)	Includes fees for audit of the financial statements and internal control over financial reporting, as well as quarterly reviews. In 2019, all fees were incurred by Crowe. In 2018, fees include $1,037,000 for Crowe and $27,000 for PwC.

(2)

Fees in 2019 relate to First Choice Loan Services stand-alone subsidiary audit, HUD audit, 401(k) plan audit, S-4s related to the Savings Institute Acquisition, and S-8 filings. In 2019, fees include $249,000 for Crowe and $41,000 for PwC. Fees in 2018 relate to First Choice Loan Services stand-alone subsidiary audit, HUD audit, and 401(k) plan audit, review of the Commerce Bancshares Corp. system conversion, and other items. In 2018, fees include $258,000 for Crowe and $7,000 for PwC.

(3)	Fees in 2019 and 2018 consist of tax return and estimated payment preparation services. In 2019 and 2018, all fees were incurred by Crowe.

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(1)	Based on information contained in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 4, 2020.

(2)

Based on information contained in a Schedule 13D/A filed with the U.S. Securities and Exchange Commission on January 22, 2020. As of March 19, 2020, the estate of David G. Massad Sr. and Mr. Massad's three adult children owned a total of 4,404,022 shares of common stock, excluding the 3,104 unvested restricted shares of the Company's common stock held in trust indirectly, but as to Director Massad has the sole right to vote.

(3)	Based on information contained in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 12, 2020.

(4)	Based on information contained in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 12, 2020.

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(1)	This column includes the following shares held in trust for such directors and Named Executive Officers:

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(2)	Includes 5,693 shares held in Mr. Brouillard’s ESOP account, 2,255 shares held in Mr. Brouillard’s individual retirement account, 431 shares held by Mr. Brouillard’s spouse and 1,276 shares held in Mr. Brouillard’s spouse’s individual retirement account.

(3)	Includes 4,000 shares held in Mr. Brunelle’s individual retirement account.

(4)	Includes 13,530 shares held in Mr. Davies’ individual retirement account.

(5)	Includes 5,226 shares held in Mr. Dunlaevy’s individual retirement account and 8,457 shares held by Mr. Dunlaevy’s spouse .

(6)	Includes 1,278,744 shares of Company common stock that Ms. Massad beneficially owns in her capacity as personal representative of the Estate of David G. Massad, Sr. (the “Estate”). Ms. Massad has elected not to stand for re-election to the Board at the Company’s 2020 Annual Meeting.

(7)	Ms. Maxfield and Mr. Shulman joined the Board on February 20, 2020.

(8)	Mr. Ryan has elected not to stand for re-election to the Board at the Company’s 2020 Annual Meeting.

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•	Directly in your name as the shareholder of record;

•	Indirectly through a broker, bank or other holder of record in “street name”; or

•	Indirectly in the Berkshire Hills Bancorp, Inc. Stock Fund of our 401(k) Plan, or through the trust that holds restricted stock awards issued to directors and employees under our equity plans, or through the Savings Institute Bank and Trust Company Employee Stock Ownership Plan

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•	the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year;

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•	the Company is, will, or may be expected to be a participant; and

•	any related person has or will have a direct or indirect material interest .

•	any compensation paid to an executive officer of the Company if such compensation is disclosed according to the proxy rules of the Securities and Exchange Commission or the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation;

•	any compensation paid to a director of the Company if such compensation is disclosed according to the proxy rules of the Securities and Exchange Commission;

•	any transaction with a related person involving the extension of credit provided in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties. However, loans on nonaccrual status or that are past due, restructured or potential problem loans are not considered excluded transactions;

•	any transaction with a related person in which the amounts due from the related person are for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments and for other transactions in the ordinary course of business;

•	any transaction with a related person in which the rates or charges involved are determined by competitive bids;

•	any transaction with a related person involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services;

•	any transaction with a related person involving the rendering of services as a common or contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; and

•	any transaction in which the interest of the related person arises solely from the ownership of a class of equity securities and all holders of that class of equity services received the same benefit on a pro rata basis.

•	whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;

•	the size of the transaction and the amount of consideration payable to the related person;

•	the nature of the interest of the related person;

•	whether the transaction may involve a conflict of interest as defined in the Company’s Code of Business Conduct; and

•	whether the transaction involves the provision of goods and services to the Company that are available and from unaffiliated third parties .

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