10-K/A: Brookline Bancorp Files Amendment No. 1 to 2024 Annual Report on Form 10-K

Brookline Bancorp files an amendment to its 2024 Annual Report on Form 10-K to provide additional information required by Part III, without changing previously reported financials.

Summary

• Brookline Bancorp, Inc. is filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to provide additional information required by Part III.
• The amendment does not change the previously reported financial statements or any other disclosure contained in Part I or Part II in the Original 10-K.
• Part IV is being amended solely to add new certifications in accordance with Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
• The company's total assets increased to $11.9 billion, a $523.1 million increase from December 31, 2023.
• Total loans increased by 1.4% and total deposits increased by 4.1% as of the same time period.
• The company's executive compensation program is designed to align management's interests with the achievement of the company's financial and strategic objectives.
• The Compensation Committee approved special, one-time bonuses of $100,000 to each of Mr. Perrault, Mr. Carlson, Mr. McCurdy, and Mr. Meiklejohn to recognize and reward their efforts in connection with the proposed merger with Berkshire.
• The company's CEO Pay Ratio for 2024 is 32.46, with the CEO's total compensation at $2,694,916 and the median employee's total compensation at $83,030.
• All of the company's directors are independent under Nasdaq listing standards, except for Mr. Perrault, who serves as CEO and Chairman of the Board.
• As of February 27, 2025, there were 96,998,075 shares of common stock issued and 89,104,605 shares outstanding.

Sentiment

Score: 7

Explanation: The document presents a balanced view with positive growth metrics and a clear outline of compensation and governance structures. The mention of a merger adds a layer of complexity but doesn't necessarily detract from the overall positive sentiment.

Positives

• The company achieved steady profitability and growth despite a challenging market for the banking industry.
• The company's total assets increased to $11.9 billion, a $523.1 million increase from December 31, 2023.
• Total loans increased by 1.4% and total deposits increased by 4.1% as of the same time period.
• The company's executive compensation program received 95% support from stockholders at the 2024 Annual Meeting.
• The company has a Clawback Policy compliant with SEC and Nasdaq rules, allowing recoupment of incentive-based compensation in the event of a financial restatement.

Future Outlook

The document mentions a proposed merger with Berkshire Hills Bancorp, Inc., but does not provide specific forward-looking statements beyond that.

Industry Context

The document provides limited industry context beyond mentioning that the company achieved profitability and growth despite a challenging market for the banking industry.

Corporate Governance

Related Party Transactions

• The lease agreement between Brookline Bank and Flour Bakery, a related interest of Ms. Chang, resulted in lease payments of $175,495 in 2024.

Stakeholder Impact

• The proposed merger with Berkshire Hills Bancorp, Inc. will impact shareholders, employees, customers, and other stakeholders.
• The executive compensation program is designed to align management's interests with those of stockholders.

Next Steps

• The company will proceed with the proposed merger with Berkshire Hills Bancorp, Inc.

Key Dates

Keywords

Annual Report, Executive Compensation, Corporate Governance, Financial Performance, Brookline Bancorp, Amendment, Directors