1215 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

JEFFREY W. KIP, CHIEF EXECUTIVE OFFICER OF ANGI INTERNATIONAL

Mr. Kip is Chief Executive Officer of Angi International which provides internet tools and resources for home improvement, maintenance, and repair projects. Angi International is a subsidiary of IAC/InterActive Corp (NASDAQ: IAC), which owns and manages popular online brands and services. Prior to his role as Chief Executive Officer, Mr. Kip was the Chief Financial Officer of IAC/InterActive Corp from 2012-2016. Mr. Kip's previous positions include Chief Financial Officer of Panera Bread, LLC from 2006 – 2012. Mr. Kip has been designated by the Board of Directors as a financial expert under the rules of the Securities and Exchange Commission

Independent

Qualifications, Skills, and Experience:

Years of Service: < 1

Financial Expertise

Talent Management

Age: 53

Business Operations/Strategic

Information Technology/Cyber

Board Committees:

Planning

Audit

Marketing/Public Relations

Compensation

DR. SYLVIA MAXFIELD, DEAN OF THE PROVIDENCE COLLEGE SCHOOL OF BUSINESS

Dr. Maxfield is Dean of the Providence College School of Business and was previously Chairman of the Faculty and MBA Program Director at Simmons University in Boston. Additionally, she serves as voting member of the Rhode Island State Investment Commission, which oversees fund performance, including asset allocation and investment-related contracting. Dr. Maxfield also votes on shareholder proxy activity on behalf of the State. Previously, she has served on the boards of the Greater Providence Chamber of Commerce, Social Enterprise Greenhouse and the 21st Century Fund. Dr. Maxfield has been designated by the Board of Directors as a financial expert under the rules of the Securities and Exchange Commission.

Independent

Qualifications, Skills, and Experience:

Years of Service: 12

Business Operations/Strategic

Talent Management

Age: 6263

Planning

Corporate Responsibility/

Board Committees:

Financial Expertise/Literacy

Community Leader

Audit (Chair)

Marketing/PR

Corporate

Governance/Nominating

Risk Management and Capital

16 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS |INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

NITIN J. MHATRE, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR OF THE COMPANY

Mr. Mhatre was appointed to the role of President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank in January 2021. He was also appointed as a Director of the Company and the Bank. Prior to joining the Company, Mr. Mhatre was Executive Vice President, Community Banking, at Webster Bank, where he led consumer and business banking businesses. Before joining Webster in 2009, Mr. Mhatre spent 13 years at Citi Group in various leadership roles across consumer-related businesses globally.

Non-Independent

Qualifications, Skills, and Experience:

Years of Service: <1

Public Company CEO

Risk Management

Age: 5051

~~Public Company Board~~Financial Institution Executive

Regulated Industry

~~Financial Institution Executive~~Business Operations/Strategic

Corporate Responsibility/

~~Business Operations/Strategic~~Planning

Community Leader

~~Planning~~

~~Talent Management~~

Financial Expertise/Literacy

Talent Management

13 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~ |~~INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES~~

LAURIE NORTON MOFFATT, DIRECTOR & CEO OF THE NORMAN ROCKWELL MUSEUM

Ms. Norton Moffatt is the Director and Chief Executive Officer of the Norman Rockwell Museum, Stockbridge, Massachusetts. Since 1986, Ms. Norton Moffatt has overseen the expansion of the museum’s facilities and the creation of a scholars’ research program. Her efforts resulted in the Museum receiving the National Humanities Medal, America’s highest humanities honor. Ms. Norton Moffatt is also an active community leader. She is a founder of 1Berkshire and Berkshire Creative Economy Council and serves as a trustee of Berkshire Health Systems and a director of Berkshire Health Systems, Inc. and Berkshire Medical Center, Inc.

Independent

Qualifications, Skills, and Experience:

Years of Service: 78

Business Operations/Strategic

Marketing/PR

Age: 6465

Planning

Small Business Owner/Operator

Board Committees:

Financial Expertise/Literacy

Corporate Responsibility/

Corporate

Talent Management

Community Leader

Governance/ Nominating

Corporate Responsibility &

Culture (Chair)

17 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS |INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

JONATHAN I. SHULMAN, FORMER EVP AND TREASURER AT KEYCORP

Mr. Shulman was formerly Executive Vice President & Treasurer at KeyCorp, a publicly traded U.S. bank. Mr. Shulman possesses deep commercial banking experience that includes financial markets, governance, and balance sheet and risk management disciplines. He began his career with KeyCorp in 1989 and served in leadership roles in financial market strategy, asset liability management, wholesale funding and capital planning. Shulman has also held committee membership positions on KeyCorp’s Asset Liability Committee, Market Risk Committee, Model Risk Committee, and Funds Transfer Pricing Committee. Mr. Shulman has been designated by the Board of Directors as a financial expert under the rules of the Securities and Exchange Commission.

Independent

Qualifications, Skills, and Experience:

Years of Service: 12

Financial Institution Executive

Risk Management

Age: 5859

Business Operations/Strategic

Regulated Industry

Board Committees:

Planning

Audit

Financial Expertise/Literacy

Risk Management and Capital

Compliance and Regulatory

(Chair)

14 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~ |~~INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES~~

MICHAEL A. ZAITZEFF, MANAGING MEMBER OF VM GP II LLC

Mr. Zaitzeff is a co-founder and managing member of VM GP II LLC, the general partner of HoldCo Asset Management, LP. Mr. Zaitzeff has served as a member of numerous corporate boards, oversight committees and creditor committees. Mr. Zaitzeff served on the Trust Advisory Board of WMI Liquidating Trust, a trust created to implement the Chapter 11 Bankruptcy Plan of Washington Mutual, Inc.

Independent

Qualifications, Skills, and Experience:

Years of Service: NA1

Financial Expertise/Literacy

Marketing/PR

Age: 3839

Regulated Industry

Small Business Owner/Operator

Board Committees(1):

Audit

Risk Management and Capital

(1) Pursuant to the Company’s Cooperation Agreement with HoldCo Asset Management, LP, Mr. Zaitzeff ~~will be~~was appointed to the Audit Committee and the Risk Management and Capital Committee, and ~~will serve~~serves as a non-voting observer on the Corporate Governance/Nomination Committee.

18 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Corporate Governance

The Company is committed to strong corporate governance policies, practices, and procedures designed to make the Board more effective in exercising its oversight role. The following sections provide an overview of our corporate governance structure, including independence and other criteria we use in selecting director nominees, our Board leadership structure, and the responsibilities of the Board and each of its Committees. Our Corporate Governance Policy, among other key governance materials, helps guide our Board and management in the performance of their duties and is regularly reviewed by the Board.

Key Corporate Governance Documents

Please visit our investor relations website at ir.berkshirebank.com to view the following documents:

Corporate Governance Policy

Code of Business Conduct

Anonymous Reporting Line Policy

Board Committee Charters

Certificate of Incorporation

Company By-Laws

These documents are available free of charge on our website or by writing to Berkshire Hills Bancorp, c/o Wm. Gordon Prescott, Executive Vice President, General Counsel and Corporate Secretary, 60 State Street, Boston, Massachusetts 02109.

The Board and management regularly review best practices in corporate governance and are committed to a program that serves the long-term interests of our shareholders. We believe good governance strengthens accountability and promotes responsible corporate citizenship. Several of our current best practices are highlighted below:


Independent Oversight	Shareholder Orientation and Accountability	Good Governance
Majority independent directors(1)	Declassified Board with all directors standing for election each year	Diverse board membership (skills, tenure, age); annual director education; active board replenishment program
Strong and engaged independent Board Chair	Robust stock-ownership guidelines	Annual evaluation of CEO and senior management and review of succession plans
All key committees are fully independent	Annual shareholder engagement program	Implementation of a Corporate Responsibility & Culture Committee at both Board and employee level
Regular executive sessions of independent directors	Plurality voting standard for director elections, with director resignation policy in effect for uncontested elections	Risk oversight by full board and committees
Board Chair or Chair of Corporate Governance can call special meeting of the Board at any time for any reason	No poison pill in place; annual election of all directors	Formal ethics code, reporting hotline and ethics training to all employees

(1) 1011 out of 1312 of the director nominees will be designated as independent ~~directors.~~directors; CEO/Director Mhatre is not independent.

19 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Board of Directors

The primary functions of Berkshire’s Board of Directors are:

•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.

Customarily, the Board elects its members to serve in identical capacities on the Board of Directors of Berkshire Bank, the Company's main operating subsidiary which is chartered in the Commonwealth of Massachusetts.

Talent Development and Succession Planning

One of the Board's primary responsibilities is to oversee the development and retention of key talent within the Company and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other senior executives. The Board meets regularly with senior management and periodically reviews the readiness of key employees to potentially assume additional roles and responsibilities, including in the event of unexpected circumstances. In addition, our Chief Executive Officer regularly discusses with our Corporate Governance/Nominating Committee recommendations and evaluations as to potential successors for senior positions. The Committee incorporates this feedback into its leadership development and contingency plans. While the Corporate Governance/Nominating Committee has primary responsibility for developing and maintaining a succession plan, the Committee regularly reports to the Board on this matter, and final decisions on senior leadership succession matters, other than the CEO, are made by the CEO in consultation with the full Board. The successful management of executive succession in 2021 was accomplished within the framework discussed above.

Identification of Candidates and Diversity

The Corporate Governance/Nominating Committee regularly reviews the composition of our Board and, as appropriate, recommends steps to be taken to ensure that the Board reflects the desired balance of skills, experience and diversity and meets the requirements of all applicable laws and regulations.

In accordance with our Corporate Governance Policy, the Corporate Governance/Nominating Committee and Board shall take into account diversity considerations. Diversity is broadly construed to mean not only diversity of gender, race, ethnicity and sexual orientation, but also diversity with respect to personal and professional experiences, backgrounds, opinions, beliefs, education and perspectives.

The Corporate Governance/Nominating Committee is committed to fostering an environment of diversity and inclusion, including among our directors, and is tasked as part of its annual evaluation with determining whether or not the Board is appropriately diverse. ~~Currently, 46%~~The Corporate Governance/Nominating Committee’s continued commitment to diversity is evidenced by the following:

•58% of our director nominees are female and/or racially or ethnically ~~diverse, and two~~diverse;

•Half of our Board committees are chaired by diverse ~~nominees serve in committee leadership positions, which we believe evidences the Corporate Governance/Nominating Committee’s continued commitment to diversity.~~directors.

20 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Ongoing Board Refreshment

We believe that the Company benefits when the Board is comprised of a mix of experienced directors with diverse and fresh perspectives. To that end, the Board maintains an ongoing refreshment program to seek out highly qualified candidates with skills and experiences that are aligned with our long-term strategy. We have also adopted corporate governance guidelines providing both age and tenure limits, of 75 and 12 years, respectively, to facilitate appropriate transition and renewal. These guidelines as well as the Board’s general commitment to thoughtful refreshment has resulted in a number of changes in recent years.

In 2019, former Directors Paul T. Bossidy and Patrick J. Sheehan did not stand for re-election and resigned from the Board, effective as of the 2019 Annual Meeting, and former Director Richard J. Murphy resigned from the Board, effective as of September 19, 2019, Current Directors Baye Adofo-Wilson, Rheo T. Brouillard and William H. Hughes III were appointed to the Board, effective as of May 30, 2019. The number of members of the Board was thirteen (13) at both January 1, and December 31, 2019.

In 2020, current Directors Sylvia Maxfield and Jonathan I. Shulman were appointed to the Board, effective February 24, 2020. Former Directors Pamela A. Massad and William J. Ryan did not stand for re-election and retired from the Board, effective as of the 2020 Annual Meeting. The number of members of the Board was thirteen (13) at both January 1, 2020 and December 31, 2020.

In 2021, ~~current~~ Directors Cornelius D. Mahoney and D. Jeffrey Templeton ~~will~~did not stand for re-election and ~~will retire~~retired from the Board, effective as of the 2021 Annual Meeting. ~~The Board has nominated~~Directors Deborah P. Bailey and Michael A. Zaitzeff ~~together with the remaining eleven (11) current Directors, for election~~were elected to the Board for the first time at the 2021 Annual ~~Meeting on May 20, 2021. It is expected that following~~Meeting. Subsequently, J. Williar Dunlaevy and Ms. Bailey resigned from the Board in the second half of 2021, ~~Annual Meeting~~and Robert M. Curley passed away early in 2022.During the second half of 2021, the Board appointed Nina A. Charnley and Jeffrey W. Kip as directors, and the Board appointed Mihir A. Desai as a director in March 2022.The number of members of the Board ~~will continue~~was thirteen (13) at both January 1, and December 31, 2021. There are twelve Board nominees standing for reelection in 2022, reflecting the decision of director Rheo A. Brouillard to ~~be thirteen (13).~~retire from the Board effective as of the 2022 Annual Meeting.

Shown below is the recent trend, showing the results of the board’s focus on refreshment, based on the Board nominees each year:


(years)	2019	2020	2021	2022
Average Nominee Age	67.0	63.9	60.2	59.4
Average Nominee Tenure	6.5	5.7	4.0	3.8

Board Meetings

During ~~2020,~~2021, the Board of Directors held ~~fifteen (15)~~sixteen (16) meetings. The average attendance at meetings of the Board and Board Committees during ~~2020~~2021 was ~~98%~~97%. During this period, each of the current directors attended at least 75% of the aggregate ~~of the~~ total number of board meetings and committee meetings held on which such directors served.

In addition, the Board of Directors encourages each director to attend annual meetings of shareholders. ~~Twelve~~ Thirteenout of thirteen directors (100%) serving as of the date of the ~~2020~~2021 Annual Meeting of Shareholders attended the ~~2020~~2021 Annual Meeting.

21 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS |CORPORATE GOVERNANCE

Board Leadership Structure

The Board has reviewed the current Board leadership structure of the Company, which consists of a separate Independent Chairperson of the Board and a Chief Executive Officer. The Independent Board ~~Chair~~Chairperson performs all duties and has all powers which are commonly incident to the office of Chairperson of the Board or which are delegated to ~~him~~that person by the Board of Directors, including presiding at all meetings of the Board of Directors. The Chief Executive Officer has responsibility for the management and control of the business and affairs of the Company and has general supervision of all other officers, employees and agents of the Company. The Board believes that separating these roles enhances the independence of the Board and its effectiveness in discharging its responsibilities and that this procedure is currently the most appropriate Board leadership structure for the Company.

~~As part of its ongoing review of its corporate governance procedures and practices,~~From time to time, the Board ~~of Directors recently revised the Company’s Corporate Governance Policy to allow for the appointment of~~may also appoint a Vice Chairperson ~~of the Board~~ in the manner and upon the criteria ~~that the Board of Directors~~ it deems ~~appropriate at the time of the selection. The role of the Vice Chair is to, in~~appropriate. In the absence of the Board ~~Chair, conduct meetings of~~Chairperson, this position fulfills the ~~Board and fulfill the other~~ responsibilities of the Board ~~Chair,~~Chairperson and toit may also fulfill any other responsibilities assigned ~~to the Vice Chair~~ by the Board of Directors. ~~Effective as~~In 2021, on the retirement of ~~March 18, 2021,~~Chairperson J. Williar Dunlaevy, the Board elected then Vice Chairperson David M. Brunelle ~~was appointed~~to the ~~Vice~~ Chairperson ~~of the Board of Directors.~~

position.

18 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~ |~~CORPORATE GOVERNANCE~~

Director Independence

All of the Company’s directors are independent under the listing requirements of The New York Stock Exchange (the “NYSE”), except for ~~Messrs.~~Mr. Mhatre ~~and Curley,~~ who ~~are officers~~is an officer of the Company and the Bank, and except for Mr. Brouillard, who was CEO of SI Financial Group, Inc., which was acquired by the Company in 2019. Mr. Brouillard is not standing for re-election in 2022. Additionally, all of the members of the Audit, Compensation and Corporate Governance/Nominating Committees are independent in accordance with the listing standards of the NYSE, and, in the case of members of the Audit and Compensation Committees, applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the Federal Deposit Insurance Corporation (“FDIC”). In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors that are not required to be disclosed in this proxy statement under the heading “Transactions with Related Persons,” including loans or lines of credit that the Bank has directly or indirectly made to ~~Directors Mahoney, and~~Director Norton Moffatt.

Corporate Governance Policy

The Board of Directors has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operation of the Board of Directors; the selection of a Chairperson of the Board of Directors; the selection time to time in the Board’s discretion of a Vice Chairperson of the Board of Directors; the operation of board committees; succession planning; convening executive sessions of independent directors; the Board of Directors’ interaction with management and third parties; director age limits; the maximum length of directors’ tenure on the Board; and the evaluation of the performance of the Board of Directors and of the Chief Executive Officer. A copy of the corporate governance policy is available in the Governance Documents portion of the Company’s Investor Relations ~~section of the Company’s~~ website ~~(ir.berkshirebank.com)~~(ir.berkshirebank.com).

Commitment to Corporate Social Responsibility and Culture

Berkshire Bank is a purpose and values-driven community bank. Environmental, Social, and Governance factors are central to its community bank mission, risk management practices, reputation and competitive positioning. The Corporate Responsibility & Culture Committee of the Board of Directors is responsible for overseeing the management of the Company’s enterprise-wide Corporate Social Responsibility, Diversity & Inclusion, and Culture programs. The committee, led by Director Laurie Norton ~~Moffat,~~Moffatt, reviews program performance, examines related risks and ensures accountability for management’s efforts to integrate social, environmental, cultural, and reputational considerations through all aspects of the company for the benefit of all its stakeholders. Berkshire invites you to learn more about all the ways it is a socially responsible and values-driven community bank in this year’s Corporate Responsibility Report: Meaningful Moments: Answering the Call, available online at berkshirebank.com/~~csr.~~csr. A summary of the Company’s 2021 social responsibility initiatives was provided in the introductory section of this Proxy Statement.

22 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS |CORPORATE GOVERNANCE

Director Continuing Education

The Board of Directors conducts annual director education sessions, which include presentations by industry experts based on input from directors regarding topics of interest. Directors also receive an annual update on trending compliance and regulatory matters and new developments from the Bank’s outside compliance advisory firm. Our executive management meets with the Board at every regularly scheduled board meeting and annually to review the Company’s strategic plan.

19 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~PROPOSAL 1: ELECTION OF DIRECTORS~~ |~~CORPORATE GOVERNANCE~~

Board and Committee Self Evaluation

The Corporate Governance/Nominating Committee oversees the annual self-evaluation of the performance of the Board of directors and its committees, the results of which are discussed with the full Board and each individual committee, as appropriate. The purpose of the evaluations is to improve the performance of the overall Board and each specific committee. The evaluations include a review of any areas in which Board or committee members ~~believes~~believe the Board and the committees can make a better contribution to the governance and oversight of the Company. The Corporate Governance/Nominating Committee also utilizes the results of the Board and committee evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and appointment to each committee. The evaluation survey forms include open-ended questions in which directors are invited to share their written comments on a confidential basis.

Committees of the Board of Directors

The Board currently has six standing committees: the Audit Committee; the Compensation Committee; the Corporate Governance/Nominating Committee; the Corporate Responsibility and Culture Committee; the Risk Management and Capital Committee; and the Compliance/Regulatory Committee. The Board reviews the Committee Charters regularly to ensure it has an effective, efficient committee structure. The Board has determined that all members of the Audit Committee, the Compensation Committee and the Corporate Governance/Nominating Committee are independent in accordance with the listing requirements of the NYSE. Each committee operates under a written charter approved by the Board of Directors that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter ~~at least annually.~~annually or biannually. The current charters of all six committees are available in the Governance Documents portion of the Investor Relations section of the Company’s website ~~(ir.berkshirebank.com)~~(ir.berkshirebank.com).

The following table shows the structure of the Board of Directors as of the filing date of this Proxy Statement. It also shows the number of times each Committee met in ~~2020.~~2021. With the exception of the appointment of ~~Mr. Mhatre to replace Mr. Marotta as CEO~~Directors Charnley, Desai, and aKip,the resignations of Directors Dunlaevy and Bailey therefrom, and the death of Director Curley, there were no other changes to the board structure and board committees since the Proxy Statement for the ~~2020~~2021 annual meeting. ~~Mr. Brunelle was appointed Vice Chair of the Board in 2021.~~

23 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

~~2021~~ Board Structure and Meetings

Director Name, Age & Primary Occupation Director
Since Director
Category Audit Comp Corp Gov & Nom Corp Responsibility & Culture Risk & Capital Compliance & Reg
Baye Adofo-Wilson, Age 52
CEO of BAW Development, LLC
2019 I O O O
Rheo A. Brouillard, Age 67
Former Director, President, and CEO
SI Financial Group, Inc. 2019 N O O
David M. Brunelle, Age 50
Co-Founder and Managing Director of North Pointe Wealth Management 2017 I C O
Robert M. Curley, Age 73
Chairman of the New York Region of Berkshire Bank 2010 N O O
John B. Davies, Age 71
Agent Emeritus with Massachusetts Mutual Life Insurance 2005 I C O
J. Williar Dunlaevy, Age 74
Chairperson of the Board of Directors of Berkshire Hills Bancorp, Inc. 2011 I O C
William H. Hughes III, Age 57
Founder and President Open4 Learning 2019 I O O C
Cornelius D. Mahoney, Age 75
Former Chairman, President and CEO of Woronoco Bancorp, Inc. 2005 I O C
Dr. Sylvia Maxfield, Age 62
Dean Providence College School of Business 2020 I O O
Nitin J. Mhatre, Age 50
President and CEO of Berkshire Hills Bancorp, Inc.
2021 N
Laurie Norton Moffatt, Age 64
Director & CEO of the Norman Rockwell Museum 2013 I O C
Jonathan I. Shulman, Age 58
Former EVP and Treasurer KeyCorp 2020 I O O
D. Jeffrey Templeton, Age 79
Owner and President of The Mosher Company, Inc. 2005 I O O
Number of Meetings in 2020
15
(Full Board)
20 7 9 7 10 7
N = Non-Independent Director I = Independent Director C = Chair O = Committee Member

Director Name, Age & Primary Occupation

Director
Since

Director
Category

Audit(1)

Comp

Corp Gov & Nom

Corp Responsibility & Culture

Risk & Capital

Compliance & Reg

Baye Adofo-Wilson, Age 53
CEO of BAW Development, LLC

2019

Rheo A. Brouillard(2), Age 68

Former Director, President, and CEO

SI Financial Group, Inc.

2019

David M. Brunelle, Age 51

Chairperson of the Board of Directors of Berkshire Hills Bancorp, Inc.

Co-Founder and Managing Director of North Pointe Wealth Management

2017

Nina A. Charnley, Age 66
Former Senior Managing Director TIAA

2021

John B. Davies, Age 72
Agent Emeritus with Massachusetts Mutual Life Insurance

2005

Mihir A. Desai, Age 54

Professor of Finance and Law

2022

William H. Hughes III, Age 58
President of Education Design Lab

2019

Jeffrey W. Kip(1), Age 53

Chief Executive Officer Angi International

2021

Dr. Sylvia Maxfield(1), Age 63

Dean Providence College School of Business

2020

Nitin J. Mhatre, Age 51

President and CEO of Berkshire Hills Bancorp, Inc.

2021

Laurie Norton Moffatt, Age 65
Director & CEO of the Norman Rockwell Museum

2013

Jonathan I. Shulman(1), Age 59

Former EVP and Treasurer KeyCorp

2020

Michael A. Zaitzeff(3), Age 39

Co-founder and managing member of VM GP II LLC

2021

Number of Meetings in 2021

(Full Board)

N = Non-Independent Director

I = Independent Director

C = Chair

O = Committee Member

*Note: Current directors Cornelius D. Mahoney and D. Jeffrey Templeton have elected not to stand for re-election to the Board at the Company’s 2021 Annual Meeting.

(1) Directors Mahoney and Templeton are expected to be replaced on the Board by director nominees Deborah P. Bailey and Michael A. Zaitzeff, who are presented in the previous section on 2021 nominees for election to the Board. Pursuant to the Company’s Cooperation Agreement with HoldCo Asset Management, LP, Mr. Zaitzeff will be appointed to the Audit Committee and the Risk Management and Capital Committee, and will serve as a non-voting observer on the Corporate Governance/Nomination Committee. Ms. Bailey’s committee appointments are to be determined.

**Note: Directors SylviaKip, Maxfield, and ~~Jonathan I.~~ Shulman have been designated by the Board as Financial Experts.

(2) Director Brouillard is not standing for re-election in 2022.

(3) Director Zaitzeff also serves as a non-voting observer on the Corporate Governance/Nominating Committee.

24 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

2225 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Board Committees and Responsibilities

The primary functions of each of the board committees are described below.


BOARD COMMITTEES	ROLES AND RESPONSIBILITIES
AUDIT COMMITTEE		Assists the Board of Directors in its oversight of the Company’s accounting and reporting practices

All Members Independent		Reviews the quality and integrity of the Company’s financial reports
Chair: ~~Mr. Brunelle~~Dr. Maxfield		Ensures the Company’s compliance with legal and regulatory requirements related to accounting and financial reporting

The Board of Directors has determined that Dr. Maxfield, Mr. Kip, and Mr. Shulman qualify as Audit Committee Financial Experts under the rules of the Securities and Exchange Commission.		Oversees the Company’s internal audit function
		Annually reviews and approves the internal and external audit plans
		Engages with the Company’s independent registered public accounting firm (Crowe) and monitors its performance, reporting, and independence

COMPENSATION COMMITTEE		Approves the compensation objectives for the Company and its subsidiaries and establishes the compensation for the Chief Executive Officer and other Named Executive Officers of the Company

All Members Independent		Reviews the Company’s incentive compensation and other equity plans and recommends changes to the plans as needed
Chair: Mr. Davies
		Reviews all compensation components for the Company’s Chief Executive Officer and other Named Executive Officers, including base salary, short-term incentive, long-term incentives/equity, benefits, and other perquisites
See the “Compensation Discussion and Analysis” section for more information regarding the role of the Compensation Committee management and compensation consultants in determining and/or recommending the amount or form of named executive compensation.

		Reviews competitive market factors and examines the total compensation mix, pay-for-performance relationship, and how all elements, in the aggregate, comprise the named executive officer’s total compensation package


		Administers CEO employment agreement, change in control agreements, and equity incentive plans

COMPLIANCE & REGULATORY COMMITTEE		Oversees management’s implementation of compliance programs, policies, and procedures designed to identify and respond to the various compliance and regulatory risks of the Company and its subsidiaries


~~Majority~~Most of Members Independent		Monitors the preparations for regulatory examinations of the Company and the Bank
Chair: Mr. ~~Mahoney~~Shulman
		Oversees the Company’s information security program and monitors associated risks

		Monitors significant legal or regulatory compliance exposure and oversees responses to material reports or inquiries from government or regulatory agencies

		Ensures that the Company, Berkshire Bank and their affiliates have in place sound compliance management systems (“CMS”) as required by all applicable regulators and the Consumer Financial Protection Bureau (“CFPB”)

26 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE


BOARD COMMITTEES	ROLES AND RESPONSIBILITIES
CORPORATE GOVERNANCE/NOMINATING COMMITTEE		Identifies qualified individuals to serve as Board members
		Considers and recommends nominees for director to stand for election at the Company’s annual meeting of shareholders

All Members Independent		Determines the composition of the Board of Directors and its committees
Chair: Mr. ~~Dunlaevy~~Brunelle
		Annually reviews policy, procedures and criteria for identifying candidates for election or appointment to the Board of Directors

		Monitors a process to assess Board effectiveness, including annual Board and committee self-evaluations

		Develops and implements the Company’s corporate governance guidelines, including annual reviews of the Company’s Corporate Governance Policy and Code of Business Conduct

		Regularly receives reports from executive officers heading the Company’s investor relations and compliance and regulatory programs and periodically receives reports from other committee chairpersons regarding the work being done by their committees


CORPORATE RESPONSIBILITY & CULTURAL COMMITTEE		Oversee management’s implementation of Corporate Social ~~Responsibility,~~Responsibility/ESG, Diversity & Inclusion, and Culture programs to foster belonging, enhance reputation, mitigate risk, promote competitive advantage, engage employees, and meet stakeholder expectations

~~Majority of~~All Members Independent
Chair: Ms. Norton Moffatt		Review, approve, and recommend programs and policies to the Board that are designed to identify, measure, monitor, control, and enhance Corporate Social ~~Responsibility,~~Responsibility/ESG, Diversity & Inclusion, and Culture performance;


		Monitor the performance of ~~the~~ Corporate Social ~~Responsibility,~~Responsibility/ESG, Diversity & Inclusion, and Culture programs and policies by setting goals, examining social and culture risks, as well as reviewing opportunities and threats that could affect the Company


RISK MANAGEMENT & CAPITAL COMMITTEE		Oversees management’s program to limit or control the material business risks that confront the Company

		Approves policies and procedures designed to lead to an understanding and to identify, control, monitor and measure the material business risks of the Company and its subsidiaries
~~Majority~~Most of Members Independent
Chair: Mr. Hughes		Plans for future capital needs
		Reviews material business risks including, but not limited to, credit risk, interest rate risk, liquidity risk, regulatory risk, legal risk, operational risk, strategic risk, cyber-security risk, and reputation risk

		Monitors the Company’s enterprise governance, risk management and compliance (“EGRC”) program, including development and implementation of risk management processes in the area of vendor management, data loss prevention, business continuity, policy management and testing and assessment of operational controls



		Ensures compliance with regulations pertaining to capital structure and levels

27 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Audit Committee

For information about the Audit Committee and Berkshire’s Audit Committee financial experts, please see table above and the discussion related to the Ratification of the Public Accounting Firm in this proxy statement.

Identification and Evaluation of Director Candidates

The Corporate Governance/Nominating Committee is responsible for identifying and recommending to the Board of Directors candidates for Board membership. For purposes of identifying nominees, the Corporate Governance/Nominating Committee ~~relies~~may rely on ~~personal~~professional networks and contacts of the committee members and other members of the Board of Directors, ~~as well as~~outside search firms, and its knowledge of members of the communities served by the Company and its subsidiaries. The Corporate Governance/Nominating Committee will also consider director candidates recommended by shareholders in accordance with the policy and procedures set forth below. ~~The~~From time to time the Corporate Governance/Nominating Committee ~~has not previously used~~may also use an independent search firm to identify potential nominees.

In evaluating potential nominees, the Corporate Governance/Nominating Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under certain criteria, which are described below under “Director Eligibility Requirements.” If an individual fulfills these criteria, the Corporate Governance/Nominating Committee will conduct a background check and interview the candidate to further assess the qualities of the prospective nominee and the contributions they would make to the Board.

Criteria for Nomination to the Board of Directors

The Corporate Governance/Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Company’s bylaws, including a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.

If the candidate is deemed eligible and qualified for election to the Board of Directors, the Corporate Governance/Nominating Committee will then evaluate the following criteria in selecting nominees:

• financial, regulatory, and business experience;

• expertise in areas that the board considers important to advancing the company’s strategies;

• in most cases, familiarity with and participation in the local communities;

• integrity, honesty, and reputation in connection with upholding a position of trust with respect to customers;

• dedication to the Company and its shareholders; and

• independence.

The Committee will consider a candidate’s background, training, leadership ability and related skills across a broad spectrum of business, professional, entrepreneurial, educational and creative endeavors, as well as technical skills, experience and know-how in fields and professions outside the financial services industry (such as, by way of example, but without limitation, cyber-security, information technology and management, marketing, business and human capital development) that may assist the Company in strengthening, protecting or promoting its business. The Committee also will consider any other factors the Corporate Governance/Nominating Committee deems relevant, including age, diversity, size of the Board of Directors and regulatory disclosure obligations. We do not maintain a specific diversity policy, but diversity is considered in our review of candidates. Diversity is considered in terms of how a candidate’s background, experience, qualifications, attributes, and skills may complement, supplement or duplicate those of the Board.

With respect to nominating an existing director for re-election to the Board of Directors, the Corporate Governance/Nominating Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; the experience, skills, and contributions that the existing director brings to the Board; and independence.

28 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director Eligibility Requirements:

•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 75th birthday or the completion of their 12th 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 Chairperson 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.

Consideration of Recommendations by Shareholders. It is the policy of the Corporate Governance/ Nominating Committee of the Board of Directors of the Company to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. The Corporate Governance/Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Corporate Governance/ Nominating Committee does not perceive a need to increase the size of the Board of Directors. Recommended candidates will generally be considered along with other potential nominees as part of the Board’s annual review process. To avoid the unnecessary use of the Corporate Governance/Nominating Committee’s resources, the Corporate Governance/Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

29 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Procedures to be Followed by Shareholders. To submit a recommendation of a director candidate to the Corporate Governance/Nominating Committee, a shareholder must submit the following information in writing, addressed to the Chairman of the Corporate Governance/Nominating Committee, care of the Corporate Secretary, at 60 State Street, Boston, Massachusetts 02109:

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.

In order for a director candidate to be considered for nomination at the Company’s annual meeting of shareholders, the recommendation must be received by the Corporate Governance/Nominating Committee at least 120 calendar days before the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year. The Company has not received any recommendations from shareholders for director candidates to be considered for election at the Company’s ~~2021~~2022 Annual Meeting of Shareholders.

Board Risk Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, both as a whole board and through its committees. At least annually, the Board reviews strategic risks and opportunities facing the company and certain of its businesses. Other important categories of risk are assigned to designated Board committees that report back to the full Board. In general, the committees oversee the following risks:


Audit Committee						Accounting and Financial Reporting
						Compliance with Legal and Regulatory Requirements Related to Accounting and Financial Reporting
Compensation Committee						Compensation Programs
Corporate Governance/ Nominating Committee						Governance Policies and Procedures
						Board Organization and Membership
						Committee Membership and Periodic Rotation of Chairpersons
Corporate Responsibility & Culture Committee						Customer, Community, and Employee Engagement
						Reputational Risk and Business Development
						Talent and Culture Development
						Environmental Sustainability, Including Climate Risk
Risk Management & Capital Committee						Credit Risk
						Interest Rate Risk
						Liquidity and Capital Risk
						Operational and Strategic Risk
						Cyber-security
Regulatory & Compliance						Legal, Regulatory, and Compliance Risk
						Information Security

30 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Code of Business Conduct and Anonymous Reporting Line Policy

The Company has adopted a Code of Business Conduct that is designed to promote the highest standards of ethical conduct by the Company’s directors, executive officers and employees. The Code of Business Conduct, sets forth the ethical rules and standards ("code of ethics") by which all employees, officers and directors of the Company and its subsidiaries must conduct themselves, and addresses, among other things, conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. The Code of Business Conduct, which also strictly prohibits harassment of any kind in the workplace, is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, a zero tolerance culture and safe environment free from harassment of any kind, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

Paired with the Code of Business Conduct, the Company has also adopted a related Anonymous Reporting Line (also known as the Whistleblower Reporting Line) Policy, under which the Audit Committee maintains and monitors an anonymous “whistleblower” reporting hotline service that all Berkshire personnel are encouraged to use for reporting actual or potential wrongdoing, apparent or suspected violations of the Code of Business Conduct, or other misconduct by any corporate actors. Both the Code of Business Conduct and the Anonymous Reporting Line Policy are reviewed and acknowledged annually by all of Berkshire’s directors, officers and employees, and both are written and implemented to ensure that no retaliation is permitted against any Company personnel who report an incident of harassment or any other misconduct in good faith. Copies of the Company’s Code of Business Conduct and Anonymous Reporting Line (Whistleblower Reporting Line) Policy are available ~~in the Governance Documents portion of the Investor Relations section of~~at the Company’s investor relations website ~~(ir.berkshirebank.com)~~(ir.berkshirebank.com).

Anti-Hedging and Pledging Restriction Policy

The Company has adopted a policy that prohibits hedging of Company common stock for all officers of the Company with the title of vice president or higher, all directors, and all persons in the accounting, executive, finance and legal departments (the “Restricted Group”). While there is no prohibition against employees who are not in the Restricted Group to hedge Company common stock, these employees are prohibited from trading Company common stock while in the possession of material non-public information. Under the policy, no person in the Restricted Group may at any time engage in (i) any short sale of Company common stock or other sale of any equity securities of the Company that they do not own, or (ii) any transactions in publicly-traded options, such as puts, calls and other derivative securities based on Company common stock, including, but not limited to, any hedging, monetization or similar transactions designed to decrease the risks associated with holding Company common stock, such as zero-cost collars and forward sales contracts. Generally, a short sale means any transaction whereby one may benefit from a decline in the Company's stock price. In addition, employees, officers and directors are discouraged from pledging Company common stock as collateral for margin purchases or a loan. However, exceptions to this pledging limitation may be granted, if good cause is shown.

31 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | DIRECTOR COMPENSATION

Director Compensation

The Company uses a combination of cash and restricted stock to attract and retain qualified candidates to serve on the Board. Restricted stock grants are intended to align directors’ interests with those of the Company’s shareholders. The Compensation and Corporate Governance/Nominating Committees review director compensation and benefits annually and make recommendations to the Board. The following table provides the compensation received by individuals who served as directors of the Company during the ~~2020~~2021 fiscal ~~year. The stock award amounts increased in 2020 to $50,000 from $45,000 in the prior~~ year. Mr. Mhatre does not receive separate compensation for his service on the Board. ~~Former CEO Richard M. Marotta did not receive separate~~


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)	All Other Compensation ($)(3)	Total ($)
Baye Adofo-Wilson	68,000	50,000	—	414	118,414
Deborah P. Bailey(4)	43,050	46,350	—	—	89,400
Rheo A. Brouillard(5)	56,000	50,000	—	9,227	115,227
David M. Brunelle(6)	90,550	50,000	—	2,271	142,821
Nina A. Charnley	1,753	34,050	—	—	35,803
Robert M. Curley(7)	56,000	50,000	—	126,315	232,315
John B. Davies	62,000	50,000	—	2,109	114,109
J. Williar Dunlaevy(8)	112,000	50,000	—	2,153	164,153
William H. Hughes III	70,000	50,000	—	414	120,414
Jeffrey W. Kip	10,849	37,850	—	—	48,699
Cornelius D. Mahoney(9)	31,000	50,000	—	2,109	83,109
Sylvia Maxfield	60,000	50,000	—	2,109	112,109
Laurie Norton Moffatt	70,000	50,000	—	2,109	122,109
Jonathan I. Shulman	60,000	50,000	—	2,109	112,109
D. Jeffrey Templeton(9)	28,000	50,000	—	2,109	80,109
Michael A. Zaitzeff	36,900	46,350	—	—	83,250

(1)On December 10, 2020, the Board of Directors, acting at the recommendation of the Compensation Committee, adopted a New Director Compensation Program, pursuant to which the Board has the discretion to award newly elected or appointed directors pro rata cash fees and equity compensation ~~for his~~as of the date they begin their service on the ~~Board~~Board. As a result of this program, the following directors received additional cash fees and stock awards in ~~2020 before stepping down. Similarly, Mr. Mhatre will not receive separate compensation for his service on the Board~~either July 2021 or January 2022 that are reported in ~~2021.~~this table:

Name
Fees Earned or Paid in Cash
($)(1)
Stock Awards
($)(2)
Option Awards
($)
All Other Compensation
($)(3)
Total
($)
Baye Adofo-Wilson $ 72,756 $ 65,751 $ — $ — $ 138,507
Rheo A. Brouillard(4)
$ 60,756 $ 65,751 $ — $ 7,962 $ 134,469
David M. Brunelle(5)
$ 76,682 $ 51,078 $ — $ 1,224 $ 128,984
Robert M. Curley(6)
$ 56,000 $ 50,000 $ — $ 125,479 $ 231,479
John B. Davies $ 62,000 $ 50,000 $ — $ 1,962 $ 113,962
J. Williar Dunlaevy(7)
$ 112,000 $ 50,000 $ — $ 2,001 $ 164,001
William H. Hughes III $ 74,756 $ 65,751 $ — $ — $ 140,507
Cornelius D. Mahoney(8)
$ 62,000 $ 50,000 $ — $ 1,962 $ 113,962
Pamela A. Massad(9)(10)
$ 34,000 $ 50,000 $ — $ 2,438 $ 86,438
Sylvia Maxfield(11)
$ 51,534 $ 23,269 $ — $ — $ 74,803
Laurie Norton Moffatt $ 70,000 $ 50,000 $ — $ 1,962 $ 121,962
William J. Ryan(10)
$ 28,000 $ 50,000 $ — $ 1,962 $ 79,962
Jonathan I. Shulman(11)
$ 51,534 $ 23,269 $ — $ — $ 74,803
D. Jeffrey Templeton $ 56,000 $ 50,000 $ — $ 1,962 $ 107,962

~~(1)~~a.~~Includes payments made in January 2021~~Following her election to the ~~following directors to reflect~~Board of Directors for the ~~timing differences between their initial dates of service to the Company and the dates when cash fees are paid and equity awards are granted to directors, which occur~~first time on ~~a semi-annual and annual basis:~~

~~a. Mr. Brunelle~~May 20, 2021, Ms. Bailey was paid ~~additional~~a pro rata amount of cash fees in the amount of ~~$3,682~~$8,050 on ~~January~~July 15, 2021, for the period from ~~December 8~~May 20 to June 30, 2021, and awarded 1,571 shares of Company stock on July 1, 2021, at a value of $46,350, for the period from May 20 to December 31, ~~2017,~~2021, which were scheduled to vest in three equal installments on January 30, 2022, January 30, 2023 and January 30, 2024. Ms. Bailey subsequently resigned from the Board of Directors on October 26, 2021, at which time she forfeited the restricted shares awarded to her on July 1, 2022.

b.Following her appointment to the Board for the first time on December 16, 2021, Ms. Charnley was paid a pro rata amount of cash fees in the amount of $1,753 on January 15, 2022, for the period from December 16 to December 31, 2021, and awarded 651,178 shares of Company stock on January 30, ~~2021,~~2022, at a value of ~~$1,078,~~$34,050, for the period from December 816, 2021 to December 31, ~~2017, all 65~~2021, of which 392 shares vested immediately on January 30, ~~2021.~~2022, and the remaining 786 shares will vest in equal installments on January 30, 2023 and January 30, 2024.

~~b. Messrs. Adofo-Wilson, Brouillard and Hughes were each~~c.Following his appointment to the Board for the first time on September 22, 2021, Mr. Kip was paid ~~additional~~a pro rata amount of cash fees in the amount of ~~$4,756~~$10,849 on January 15, 2022, for the period from September 22 to December 31, 2021, and awarded 1,309 shares of Company stock on January 30, 2022, at a value of $37,850, for the period from December 16, 2021 to December 31, 2021, of which 436 shares vested immediately on January 30, 2022, and the remaining 873 shares will vest in equal installments on January 30, 2023 and January 30, 2024.

d.Following his election to the Board of Directors for the first time on May 20, 2021, Mr. Zaitzeff was paid a pro rata amount of cash fees in the amount of $6,900 on July 15, 2021, for the period from May 3020 to June 30, ~~2019,~~2021, and awarded ~~950~~1,571 shares of Company stock on ~~January 30,~~July 1, 2021, at a value of ~~$15,751,~~$46,350, for the period from May ~~30 to December 31, 2019, of which 413 shares vested immediately on January 30, 2021, and the remaining 537 shares will vest on January 30, 2022.~~

c. Dr. Maxfield and Mr. Shulman were each paid additional cash fees in the amount of $21,534 on January 15, 2021, for the period from February 20 to June 30, 2020, and awarded 1,484 shares of Company stock on January 30, 2021, at a value of $23,269, for the period from February 20 to December 31, ~~2020,~~2021, of which ~~338~~523 shares vested ~~immediately~~ on January 30, ~~2021,~~2022, and the remaining ~~1,146~~1,048 shares will vest in equal installments ofon January 30, ~~2022,~~2023 and January 30, ~~2023.~~2024. Mr. Zaitzeff has informed the Company that a fund managed by HoldCo received the economic benefits of the cash fees and vested shares of the stock award, and that a fund managed by HoldCo and VM GP II LLC will receive their proportionate amounts of the economic benefits of the remaining unvested shares from the stock award.

32 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS | DIRECTOR COMPENSATION

(2) 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 1920 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, ~~2020.~~2021. Since January 30, 2004, no stock options have been granted to any directors. Directors serving as of December 31, ~~2020,~~2021, had the following number of unvested shares of restricted stock and stock options outstanding as of that date:


Name	Unvested Restricted Stock	Stock Options Outstanding
Baye Adofo-Wilson	~~1,719~~4,699	—
Rheo A. Brouillard	~~1,719~~4,699	—
David M. Brunelle	~~3,104~~4,699	—
Nina A. Charnley	—	—
Robert M. Curley	~~3,104~~4,699	—
John B. Davies	~~3,104~~	—
~~J. Williar Dunlaevy~~	~~3,104~~4,699	—
William H. Hughes III	~~1,719~~4,699	—
~~Cornelius D. Mahoney(6)~~ Jeffrey W. Kip	~~3,104~~—	—
Sylvia Maxfield	—4,162	—
Laurie Norton Moffatt	~~3,104~~4,699	—
Jonathan I. Shulman	—4,162	—
~~D. Jeffrey Templeton(6)~~ Michael A. Zaitzeff	~~3,104~~1,571	—

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

(4) Ms. Bailey resigned from the Company and Bank Boards of Directors, effective as of October 26, 2021.

(5) Includes ~~$7,962~~$8,813 in imputed income on split dollar insurance recognized by Mr. Brouillard.

~~(5)~~(6) Includes ~~$149~~$162 in imputed income on split dollar insurance recognized by Mr. Brunelle.

~~(6)~~(7) The total amount included in “All Other Compensation” reflects Mr. Curley’s annual salary in the amount of $120,000 as Chairman of the New York region of Berkshire Bank and club dues of ~~$3,517.~~$4,206.

~~(7)~~(8) Includes ~~$39~~$44 in imputed income on split dollar insurance recognized by Mr. Dunlaevy. Mr. Dunlaevy retired from the Company and Bank Boards of Directors, effective as of September 22. 2021.

~~(8)~~(9) Messrs. Mahoney and Templeton ~~will retire~~retired from the Company and the Bank Boards of Directors, effective as of the 2021 Annual ~~Meeting.~~

~~(9) Includes $476 in imputed income~~Meeting on ~~split dollar insurance recognized by Ms. Massad.~~

~~(10) Ms. Massad and Mr. Ryan retired from the Company and the Bank Boards of Directors, effective as of the close of the 2020 Annual Meeting.~~

~~(11) Dr. Maxfield and Mr. Shulman were appointed to the Company and Bank Boards of Directors, effective as of February 24, 2020.~~

May 20, 2021.

Retainers for Non-Employee Directors. The following table sets forth the applicable retainers that will be paid to our non-employee directors for their service on our Board of Directors during ~~2021.~~2022.


Annual Cash Retainer for Board Service	$	40,000
Annual Cash Retainer for Board Chair	$	~~90,000~~95,000
Annual Cash Retainer for Board Vice Chair(1)	$	65,000
Annual Equity Retainer for Board Service(2)	$	~~50,000~~65,000
Annual Cash Retainer for Audit Committee Chair	$	13,000
Annual Cash Retainer for all other Committee Chairs	$	6,000
Annual Cash Retainer for Attendance at Audit Committee Meetings	$	12,000
Annual Cash Retainer for Attendance at all other Committee Meetings	$	8,000

(1) ~~Mr. Brunelle was appointed as Vice Chair of the Board on March 18, 2021, and his 2021 annual cash retainer~~This role is not filled at this time.

(2) Beginning in 2022, restricted equity grants awarded to non-employee directors will ~~be prorated accordingly.~~vest in full after one year.

33 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

Proposal 2:

Advisory Vote on Executive Compensation

Purpose.
Performance.
Progress.

~~Life is exciting.~~
~~Let us help.~~

~~The Board of Directors recommends approval of its Named Executive Officer (“NEO”) compensation as set forth herein.~~

Background. In accordance with Section 14A of the Securities Exchange Act of 1934, shareholders are being given the opportunity to vote on an advisory (non-binding) resolution at the annual meeting to approve our executive compensation as described below in the Compensation Discussion and Analysis, compensation tables and narrative discussion of NEO compensation presented in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse the Company’s executive pay program.

The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified executives critical to the Company’s long-term success and enhancement of shareholder value. The Board of Directors believes the Company’s compensation policies and procedures achieve this objective, and therefore recommend shareholders vote “FOR” the proposal.

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

Is the Shareholder Vote Binding on the Company? This is an advisory vote only, and neither the Company nor the Board of Directors will be bound to take action based upon the outcome. The Compensation Committee will consider the vote of the shareholders when considering future executive compensation arrangements.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

34 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

Compensation Discussion and Analysis

Purpose.
Performance.
Progress.

~~Life is exciting.~~
~~Let us help.~~

In this section we explain our compensation philosophy, describe the material components of our executive compensation program, and review the ~~2020~~2021 compensation for our Named Executive Officers (“NEOs”) listed below. Their compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. The following Compensation Discussion and Analysis (“CD&A”) focuses on the key factors we believe shareholders should focus on in their evaluation of our “Say-on-Pay” proposal. This section also discusses the role of the Compensation Committee (“the Committee”).


Named Executive Officers(1)~~(5)~~
Nitin J. Mhatre			President, Chief Executive Officer, and Director
George F. Bacigalupo			Executive Vice President, Head of Commercial Banking
Subhadeep Basu			Senior Executive Vice President, Chief Financial Officer
Sean A. Gray~~(2)~~			~~Acting~~Senior Executive Vice President, Chief Operating Officer
Gregory D. Lindenmuth			Executive Vice President, Chief Risk Officer
Deborah A. Stephenson			Executive Vice President, Chief Compliance and ~~Chief Executive~~Regulatory Officer
James M. Moses			Former Senior Executive Vice President and Chief Financial Officer
~~George F. Bacigalupo~~			~~Senior Executive Vice President, Head of Commercial Banking~~
~~Gregory D. Lindenmuth(3)~~			~~Senior Executive Vice President, Chief Risk Officer~~
~~Tami Gunsch(4)~~			~~Senior Executive Vice President, Head of Consumer Banking~~
~~Richard M. Marotta(2)~~			~~Former Chief Executive Officer~~

(1) ~~The principal~~Titles shown are positions ~~listed above represent the~~held at Berkshire Hills Bancorp, and in some cases are different from titles ~~of each of the Named Executive Officers~~held at Berkshire Bank, ~~the wholly~~a fully 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. Gray is Acting President and Chief Executive Officer, Mr. Moses is Senior Executive Vice President and Chief Financial Officer and Mr. Bacigalupo is Senior Executive Vice President. Mr. Lindenmuth andBancorp. Ms. ~~Gunsch are not officers of Berkshire Hills Bancorp.~~

(2) Mr. Gray was appointed to Acting President and Chief Executive Officer on August 10, 2020. Prior to this appointment, Mr. Gray was President and Chief Operating Officer of the Bank. Prior to this date, Richard M. Marotta was President and Chief Executive Officer. On January 22, 2021, the Board entered into an employment agreement with Nitin J. Mhatre to assume the duties of President and Chief Executive Officer of Berkshire Hill Bancorp, as of January 29, 2021. Mr. Gray continues with his ongoing duties as President and Chief Operating Officer of the Bank.

~~(3) Mr. Lindenmuth was identified as an NEO at the end of 2019.~~

~~(4) Ms. Gunsch~~Stephenson became an NEO for the first time ~~in 2020.~~at the end of 2021. Ms. ~~Gunsch’s~~Stephenson’s compensation in ~~2020~~2021 was primarily managed by Mr. ~~Gray prior to her identification as an NEO at the end of 2020.~~Lindenmuth.

~~(5) Throughout this discussion, reference is sometimes made to “Continuing NEOs” who were identified as NEOs for the whole year of 2020: Messrs. Gray, Moses, Bacigalupo, and Lindenmuth.~~

3235 BERKSHIRE HILLS BANCORP, INC. | ~~2020~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Executive performance and compensation in ~~2020 was~~2021 were focused on ~~responding~~transitioning executive management, setting out a new strategic plan to improve Company performance and franchise value, and executing on 2021 goals while also managing the ongoing impacts of the global COVID-19 ~~pandemic and on maintaining seamless leadership momentum during the process of a CEO transition in the second half of the year.~~pandemic. The compensation program is managed so that pay depends on performance against targets and is aligned with shareholder interests. The ~~Compensation~~ Committee considers market data and advice from its independent compensation consultant when making its decisions.

~~COVID-19 Pandemic.~~ ~~The emergence~~Named Executive Officers – A Year of the COVID-19 pandemic was a century-level public health and business disruption event, and the pandemic and its ongoing economic and social effects have had a significant and unexpected impact on many facets of our business.

Company operations adjusted radically to periodic social shutdowns and activity restrictions. The pandemic was recognized in early March, and Company facilities remained restricted for business activity at year-end, following interim periods of partial opening during the year. Company functioning was uninterrupted, and our non-branch employees adapted well to the new “work from home” environment which prevailed for company and industry activity. Even during the height of the pandemic, we maintained in-person customer access via drive-through tellers, and appointment visits in-office when appropriate. Our priority throughout the pandemic has been to ensure that we continue to serve our customers, support our staff, and advance the transformation of the Company. There were no programmatic staff furloughs or pay adjustments due to the pandemic.Significant Leadership Transitions

The pandemic required a significant and unexpected shift in the focus of our management team, and without reasonable and modest adjustments to our annual incentive awards, there would have been a substantial disconnect between the tireless and value-preserving efforts of our executives and their 2020 compensation based on the structure of our incentive plans. The Compensation Committee has spent considerable time evaluating the most appropriate way to reward our executives for their efforts while properly and fairly incentivizing them to position the Company for a future recovery as the impacts of the pandemic recede. The Compensation Committee’s decisions are described in further detail below.

~~The Pandemic’s Effect on 2020 Company Performance.The pandemic has had a profound effect on our performance in several ways.~~

First, Core PPNR decreased to $109 million in 2020 from $183 million in the prior year. Core Pre-tax Pre-Provision Net Revenue (“Core PPNR”) is a non-GAAP financial measure used as an incentive performance measure.Much of this $74 million decrease was due to the pandemic, and was primarily driven by a decrease in net interest income, along with lower fee income and higher operating expenses. A significant portion of our income is tied to interest rates, and in response to the pandemic and its anticipated effects on economic activity, the Federal Reserve cut the Federal Funds rate to nearly zero. As a result of this change to the Federal Funds rate, our net interest income declined by $49 million in 2020. Net interest income also decreased based on the Company’s strategic balance sheet restructuring done as part of our transformation, which bolstered capital and liquidity metrics, and strengthened the balance sheet during the pandemic.

Second, we recorded non-cash charges of $554 million for a goodwill write-off and a $76 million provision for expected future credit losses on loans. Under the Company’s previous strategy, we relied on a number of acquisitions to drive growth. Due to the challenges related to the pandemic and other macroeconomic factors, and with the market for bank stocks trading well below tangible book value, we were forced to write off goodwill. This was a necessary accounting consequence, with no impact to tangible equity, regulatory capital, liquidity or cash flows. It did, however, result in a reported loss of $533 million for the year 2020. As in past years, the Company focused on core results which excluded net charges not viewed as relating to ongoing operations, like these goodwill write offs.

33 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Third, our fiscal 2020 results also reflected our focus on strategic priorities to: (1) supplement liquidity and increase capital levels; (2) maintain full pay for those employees whose hours were reduced; (3) add benefits to help address employee hardships resulting from the pandemic; (4) safely manage operations and customer service; (5) prioritize borrower relief programs; and (6) waive certain fees and incur certain costs in support of public health and local economies. A top priority was supporting existing employees and protecting their health, while also providing special pay for designated front line employees and employees processing critical government guaranteed lending support to small business borrowers. Further discussion of the Board’s priorities and management’s performance can be found below in the discussion of the short-term incentive plan.

~~CEO Transition.~~ On August 10, 2020, Richard M. Marotta stepped down from his responsibilities as President and CEO of the Company, CEO of the Bank, and a non-independent member of the Board of Directors. On August 13, 2020, the Company and its subsidiary Berkshire Bank entered into a Separation Agreement with Mr. Marotta (the “Separation Agreement”), under which the Company and Berkshire Bank received various consideration from Mr. Marotta, including non-competition, non-solicitation, confidentiality, non-disparagement, claw back and release of claims provisions, in exchange for cash severance obligations and other medical, dental and long-term care insurance benefits to Mr. Marotta and his spouse. The foregoing is a summary rather than a complete description of the terms of the Separation Agreement and such description is qualified in its entirety by the Separation Agreement, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2020.

In response to Mr. Marotta’s departure, the Board followed its succession planning processes and appointed the Bank’s President and Chief Operating Officer, Sean Gray, to the positions of Acting President and Acting Chief Executive Officer. The Board appointed a special CEO search committee chaired by director Sylvia Maxfield and including directors Hughes, Mahoney, and Shulman. The Committee engaged the firm of Spencer Stuart to conduct a national CEO search, which included Mr. Gray as a candidate. During this time, Mr. Gray worked with the executive team to maintain strong focused leadership in managing the ongoing response to the pandemic, which also accelerated strategic initiatives related to digital automation and branch optimization.

~~The search committee considered a number of strong candidates identified by Spencer Stuart. Based on the search committee’s recommendation, the~~ Board approved the appointment of Nitin J. Mhatre to serve as the new President and Chief Executive Officer of the Company and the Bank effective January 29, 2021. ~~Because Mr. Mhatre’s employment commenced in 2021, he is not identified as a Named Executive Officer in this Proxy Statement.~~ The terms of Mr. Mhatre’s employment with the Company were disclosed in his Employment Agreement, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021.

Mr. Mhatre is a senior banking executive with 25 years of community and global banking experience. He served most recently, as Executive Vice President, Community Banking at Webster Bank. In this role, he was responsible for profitable growth of the Community Banking segment at the $31 billion bank and led a diverse team of more than 1,500 employees. Previously, he spent more than 13 years at Citi Group in various leadership roles across consumer-related businesses globally. Following Mr. Mhatre’s employment, Acting CEO Sean Gray ~~has~~ resumed his full time focus on his ongoing responsibilities as the ~~president~~President and ~~chief operating officer~~Chief Operating Officer of the Bank.

~~Say on Pay~~Following the resignation of James Moses as Senior Executive Vice President/Chief Financial Officer of the Company and ~~Shareholder Engagement~~the Bank in March 2021, the Company recruited Subhadeep Basu to assume these responsibilities. Mr. Basu is a senior executive with more than 20 years of global banking, financial and risk management expertise leading transformation and growth. He served most recently as Senior Vice President of Global Institutional Services at State Street, and prior to that he was Senior Vice President of Finance, leading global regulatory reporting, capital strategy and optimization and finance and risk infrastructure. Before joining State Street, he spent more than 15 years at Citigroup, Bank of America, and Ally Financial.

During 2021, Tami Gunsch resigned from her position as Senior Executive Vice President/Head of Consumer Banking. Her position was divided into two positions. Lucy Bellomia was recruited as Executive Vice President/Head of Retail Banking and Ellen Steinfeld was recruited as Executive Vice President/Head of Consumer Lending and Payments. Deborah Stephenson, existing Senior Executive Vice President/Chief Compliance and Regulatory Officer, was designated as a Named Executive Officer pursuant to SEC guidelines and appears as an NEO for the first time in the compensation tables.

The above transitions were handled seamlessly, reflecting the excellent succession plan and transitions protocols in place.Transitions also benefited from strong recruitment and retention of other management and integration of leadership around common goals of charting a new strategic direction and exceeding expectations in delivering on current year objectives. Compensation ~~Committee considered input from shareholder engagement, third party proxy analyses, and~~payments shown in the ~~results~~compensation tables include pro rating of compensation amounts based on time in service in the advisory 2020 “Say on Pay” vote. The Committee noted the advisory vote received 95.7% approval among votes cast in 2020. While the Committee’s 2020 compensation decisions included adjustments deemed appropriate due to the pandemic and management’s response, the Committee’s focus on its key principles was unchanged.designated roles.

36 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

New Strategic Plan

In May 2021, the Company announced its Berkshire’s Exciting Strategic Transformation (BEST) plan. The comprehensive BEST plan is targeted to improve the customer experience, deliver profitable growth, enhance stakeholder value and strengthen Berkshire’s community impact with improved focus on long-term efficiency, its customers, and its communities. The plan has three major pillars; optimize, digitize, and enhance. The BEST plan has five major goals to enhance shareholder value over the three-year plan period:

•Return On Tangible Common Equity (ROTCE):10 -12%

•Return on Assets (ROA):1.00 - 1.05%

•Annual Pre-tax Pre-Provision Net Revenue (PPNR):$180 - 200 million

•Net Promoter Score (NPS) in top quartile among New England banks

•ESG ranking in the top quartile nationally based on composite metrics tracked by the Company

2021 Financial Results and Operations

The Company rebounded strongly from the pandemic impacted performance in 2020. Earnings per share recovered to $2.39 from a loss of $10.60 per share in 2020 and were up 21% over $1.97 reported in 2019. Return on equity nearly doubled to 10.18% in 2021, compared to 5.75% reported in 2019, and advanced more rapidly than peers. Earnings improvement reflected stronger credit performance and also included gains achieved in disposing of lower return business lines.

The Company’s 2021 pandemic support of its markets included processing of loan forgiveness for the Paycheck Protection Program (“PPP”) phase I loans, and facilitating PPP phase II loans in 2021 in partnership with a third party. Collectively, these loans provided more than $1 billion in support to Berkshire’s markets. The Company also continued to work with borrowers needing COVID related loan modifications, which originally totaled more than $1.5 billion, gradually helping nearly all of the borrowers to return to regular payment schedules by year-end 2021.The related improvement in the Company’s credit profile contributed strongly to the reduction in the loan loss provision compared to 2020. The Company’s earnings also benefited from processing of PPP loan forgiveness and loan applications, together with a decrease in nonperforming loans.

The Company supported its workforce with remote work while maintaining physical and digital customer access despite managing branch operating reductions during pandemic surges. The Company’s emphasis on technology and virtual customer service facilitated branch consolidations and other efficiencies that enhanced customer engagement and supported improved profitability.

Under its new executive leadership, the Company is expanding its frontline bankers, its digital technologies, and its fintech partnerships in support of its vision to be a high performing, leading socially responsible community bank in New England and beyond.

2021 Say on Pay Voting Results.

At the last annual meeting of shareholders on May 20, 2021, shareholders voted 97% in the affirmative to approve the NEO compensation as set forth in the Proxy Statement. The Compensation Committee values shareholder feedback and considers such feedback as part of its review and considerations related to executive pay programs.

37 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Summary of ~~2020~~2021 Compensation Decisions

Our executive compensation program targets median NEO pay compared to our peer group when we achieve our goals, with actual pay designed to vary below or above target based on our performance against our goals. Our target direct compensation for 2021 was not materially changed from the last two years.

As in the past, short-term incentive compensation was paid in cash and varies to reflect our performance of annual goals/budget. Long-term compensation was granted in the form of restricted stock which continued to consist of 60% performance-based shares with a three-year cliff vesting schedule, and 40% time-based restricted stock with 3 year incremental vesting (i.e. 1/3 each year).

Actual 2021 performance exceeded internal objectives and most external sell-side consensus estimates early in the year, as the Compensation Committee set challenging, yet achievable goals. As a result, the short-term incentive compensation was paid at 150% of target. This compares to 2020 NEO short-term incentive compensation which was ~~set in consideration of competitive benchmark results provided by~~paid 50% below the ~~independent consultant in late 2019. Short and long-term incentive~~original target ~~payouts are defined as a percentage of salary~~due to ~~be consistent with market practice. Incentive targets are typically approved by~~pandemic impacts on the ~~Committee in March of each year. During 2020, however, we faced unique challenges that necessitated some temporary adjustments to our ongoing compensation program.~~Company.

~~First, as a result of the pandemic’s effect on our business, in June 2020 the Compensation Committee eliminated the annual~~The three year long-term incentive ~~compensation opportunity~~performance grants for the ~~first half of the year. A markedly different business environment than the one that had been in place earlier in the year necessitated a reset in our~~ performance expectations in order to maintain the incentivizing effect of our annual incentive awards. Otherwise, there would have been a substantial disconnect between the tireless and value-preserving efforts of our executives and their 2020 compensation based on the structure of our incentive plans. The Committee set new, directionalperiod 2019 – 2021 did not achieve threshold goals ~~for the second half of the year, and the annual incentive opportunity was reduced by 50%.~~

Second, our former CEO departed in August 2020, and Sean Gray, the Company’s President and Chief Operating Officer, was appointed as Acting Chief Executive Officer until a permanent successor was found. During this transition period, and while the Board was leading its CEO search process, Mr. Gray led the Company as we continued to advance our initiatives to use digital automation to lower costs, streamline processes, and improve the customer experience. Mr. Gray was also tasked with managing the Company through the challenges of the pandemic and maintaining our commitment to the health and safety of our employees. As a result of the increase to the scope of his duties and responsibilities in connection with his appointment to Acting CEO, the Compensation Committee adjusted Mr. Gray’s salary and incentive payouts accordingly to levels consistent with the CEO position for the approximate six month period of his service in this role.

Over the course of 2020, the Compensation Committee met regularly to discuss how to appropriately incentivize and reward management in light of the challenges of the pandemic and the leadership transition. After multiple discussions, and with input from its independent compensation consultant, the Compensation Committee made strategic decisions which impacted the 2020 direct compensation for the four continuing NEOs as follows:

•~~Salary compensation for our NEOs increased in the aggregate primarily~~ due to the ~~increase~~Company’s relative underperformance primarily in ~~the Acting CEO Sean Gray’s salary reflecting his appointment to the role~~2020, and this component of ~~Acting CEO and assuming these additional responsibilities. Only two~~incentive compensation was forfeited.This compensation had constituted approximately 24% of ~~our NEOs, Messrs. Marotta and Moses, received salary increases~~total direct compensation when granted in ~~2020. Each received an increase of 7%, consistent with market data.~~2019. The maturing long-term performance compensation in 2020 was also forfeited in that year.

•Compensation earned in 2021 rewarded our performance improvement over 2020 and achievement exceeding our budget and first year BEST goals. In ~~June~~comparison, compensation earned in 2020 ~~in recognition of~~was significantly lower than the challenges of the pandemic and the downturn in Company performance, the Committee eliminated the opportunity for short-term incentive awards for the first half of the year. This decision also made more resources available to the Company to allocate to branch employees and other constituenciesprior year, as ~~appropriate. For the second half~~a reflection of 2020 ~~the Committee decided to maintain the target funding for the short-term incentive plan~~performance and set a cap at 50% of the annual target for each NEO as the maximum short-term incentive opportunity for 2020. The Committee then adjusted the performance goals under the short-term incentive plan in recognition of the significant impact of the pandemic on the Company’s operating environment, focusing on directional improvement and qualitative progress in support of the Company’s transformation. Short-term incentives were ultimately paid out at 50% of target.associated challenges.This reflects our continued pay-for-performance philosophy.

•~~In January, long term incentive grants were granted~~The Compensation Committee believes the compensation program provided appropriate performance incentives against pre-established strategic goals and in consideration of the Company’s 69% total shareholder return in 2021, as ~~60% performance shares and 40% time-based restricted stock. Actual grant values~~well as the development of ~~these awards differed slightly from their target amounts in recognition of corporate and individual performance in 2019, among other factors.~~the BEST plan for future franchise enhancement.

•There was no payout of long-term performance incentive compensation vesting in 2020 from the 2018 three-year grant due to pandemic impacts. The full performance-based component of the 2018 grant was forfeited and returned to the Company.

38 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

•Apart from the modifications to the short-term incentive plan and the long-term incentive grants as described above, the Committee did not make any further one-time adjustments or grant any special “retention” or other discretionary awards in response to the pandemic. The Committee is confident that our compensation plan is appropriately structured to attract, retain and motivate our executives.

Overall, the Compensation Committee believes that the compensation paid to executives for 2020 performance appropriately reflects the combination of performance and execution in response to the global pandemic and leadership transition. Short-term incentives that were granted at 50% of target recognized NEO leadership in managing the impact of the pandemic and maintaining a seamless continuity of Company management through the CEO transition. This recognizes performance results in managing the Company through emergency conditions while strengthening financial condition and providing critical services to our communities.

Detail on compensation amounts is reported in the Summary Compensation Table which follows this Compensation Discussion and Analysis. This discussion and analysis focuses primarily on the direct compensation paid to the four continuing NEO’s. These NEO’s are Messrs. Gray, Moses, Bacigalupo, and Lindenmuth – all of whom were NEOs’ at both fiscal year-end 2020 and fiscal year-end 2019. Ms. Gunsch is excluded from these comparisons since she was an NEO for the first time in 2020 and her 2020 compensation was primarily determined by Mr. Gray prior to her designation as an NEO.

36 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Highlights of our Compensation and Governance Programs


WHAT WE DO
Pay for Performance: A significant portion of each NEO’s annual direct compensation target is variable and tied to company and individual performance results. The Company uses a mix of performance metrics and our short- and long-term plans provide a balanced timeframe for incentive opportunities. Our long-term incentive program grants the majority (i.e., 60%) as performance shares that vest based on pre-defined performance goals.
Link Performance Measures with Strategic Objectives:Performance measures and individual goals for incentive compensation are linked to strategic, operating and financial goals approved by our Board and designed to create long-term shareholder value.
Annual Say-on-Pay Vote: We conduct an annual Say-on-Pay advisory vote and evaluate voting results.
Shareholder Engagement:As part of the Company’s shareholder outreach program, members of the ~~Compensation~~ Committee and members of management welcome engagement with shareholders to better understand their perceptions and views on our executive compensation program.
Independent Compensation Consultant:The ~~Compensation~~ Committee engages its own independent compensation consultant to review the Company’s executive compensation program and practices.
Stock Ownership Guidelines:We have significant stock ownership guidelines requiring our executives and directors to hold substantial equity ownership.
Clawback Policy:The clawback policy allows the Board to recover incentive compensation paid to an executive if the financial results that the compensation was based on are materially restated due to fraud, intentional misconduct or gross negligence.
Incentivize Sound Risk Management: Our compensation program includes features intended to discourage employees from taking unnecessary and excessive risks, including balanced performance metrics, emphasis on long-term shareholder value creation, and clawback provisions. The Chief Risk Officer conducts an annual risk assessment which is used by the Committee in assessing the soundness of the compensation program.


WHAT WE DON'T DO
Gross-ups for Excise Taxes: We have not provided change-in-control tax gross-ups clauses since 2008, nor do we have any intention to include this feature in future contracts. At this time, one legacy NEO change in control agreement remains in place with this feature; the potential impact of this contract clause is not material.
Hedging and Pledging:All of our officers with the title of vice president or higher, directors, and all persons in the accounting, executive, finance and legal departments are prohibited from engaging in hedging, monetization, derivative or similar transactions with Company securities. We also have a policy that discourages pledging of company securities, with very limited exceptions.
Employment Contracts:Our executives, with the exception of the CEO, are all employed “at will” and the relationship may be terminated by the Company or the employee at any time without any severance payments.The CEO is employed under a three year contract.Documented change-in-control arrangements align management and shareholder interests.
Dividends on Unvested Equity Awards: We do not pay dividends on any restricted stock compensation until vested.

39 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Decision Making Process

The primary philosophy and objective of our compensation program is to align the interests of our executives with shareholders by rewarding performance against established corporate financial and strategic goals, solid executive leadership and strong individual executive performance. We strive to attract, motivate and retain a highly qualified and talented team of executives who will lead Berkshire to maximize long-term performance and earnings growth. The Committee regularly reviews executive compensation program elements to ensure they are consistent with safe and sound business practices, regulatory requirements, emerging industry best practices and shareholder interests.

Executive Compensation Key Principles

Our philosophy is to provide an executive compensation program that rewards long-term value for our shareholders and promotes sound risk management. The key principles that support our philosophy are:

ü Attract and retain highly talented executives committed to our success

ü Pay for performance

ü Align executive interests with those of our shareholders

ü Manage risk through oversight and compensation design features and practices

Important features of our program are:

ü A significant portion of direct pay is variable and performance based

ü A meaningful portion of pay is equity-based to align our executives with shareholder interests

ü The long-term incentive is 60% based on performance and 40% based on time

The charts below illustrate our ~~2020~~2021 target direct compensation for the NEOs named at year-end. The direct compensation structure is targeted towards the peer median, and NEO highlights include:

•44% Variable Performance Based

•32% Equity Based

40 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Key Principles That Support Our Philosophy


Attract and retain highly talented executives committed to our success	l	Provide competitive total compensation that enables us to attract and retain highly talented executives with experience and leadership abilities to grow and sustain our business
	l	Target total compensation opportunities to reflect the median of market; defined as banks similar in size and business model to Berkshire
Pay for performance alignment	l	Measure our success through a balanced portfolio of performance metrics that rewards corporate and individual success
	l	A significant portion of total compensation is “at risk” and based on short and long-term performance
	l	Financial performance results fund our annual incentive plan and determine a portion of long-term equity ~~vesting; annual incentive goals were modified in 2020~~vesting
	l	Long-term equity compensation was granted with 60% of the grant tied to 3-year performance and 40% ~~vested~~time-based with vesting over 3 years
Align executive interests with those of our shareholders	l	Performance goals are directly aligned with our strategic and operating objectives targeted towards long-term shareholder value
	l	Rigorous stock ownership requirements to ensure our executives hold stock throughout their tenure as executives
	l	A significant portion of executive compensation, consisting of our long-term incentive, is in the form of Company shares
Manage risk through oversight and compensation design features and practices	l	Total compensation program incorporates a balanced approach that includes pay that is fixed and variable, short- and long-term, and in the form of both cash and equity
	l	Multiple goals in our incentive plans to reinforce financial, operational, risk, and shareholder considerations
	l	Committee can apply discretion to negatively adjust incentive compensation in consideration of risk management objectives
	l	Balance of short-term and long-term incentives, cash and equity, annual and multi-year performance periods, with 3 year performance in the long-term plan
	l	Incentive plan caps for maximum payments
	l	Clawback policy that allows for recoupment of compensation for financial restatement or misconduct
Compensation Drivers	l	Incentive plans designed to encourage achievement of our strategic business goals and reinforce our business values
	l	Pay levels that are fair, competitive and internally equitable
	l	A focus on the attainment of our vision, business strategy, operating imperatives, and results
	l	Recognition of Company and individual performance
	l	Consideration of market and best practices

41 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Decision-Making Process

Our Committee, which is composed solely of independent directors, is responsible for establishing, implementing and continually monitoring all elements of compensation for the NEOs.


Setting Performance Goals

•Each year the Committee reviews our compensation program to determine competitiveness and effectiveness, and evaluates whether any changes should be made for the next fiscal year.

•Annually, the Committee establishes Company financial and CEO individual performance ~~goals; the~~goals which are set to be challenging, yet achievable.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.

•~~As noted in later discussion, goal-setting extended into the second quarter in 2020 due to the pandemic.~~


Determining Compensation

•In the first quarter of each fiscal year, the Committee approves the components of compensation for each NEO. As part of the planning process, performance goals are set for each corporate performance measure.

•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.


Contribution from the Independent Compensation Consultant

•Each year the Committee meets with the compensation consultant to review industry compensation trends and review current market compensation data. During ~~2020,~~2021, the Committee’s independent compensation consultant provided consultations, data and advice to the Committee on request.The Compensation Committee Chair has regular contact with the independent consultant ~~conducted~~who also meets in executive session with the ~~benchmark analysis in 2019 as reference for~~ Committee ~~decisions in 2020, conducted an annual trends update and provided data related to CEO pay.~~on request.

42 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Factors Considered in Compensation Decision Process

The Committee considers many factors when making pay decisions throughout the year. In addition to the market data provided by the independent consultant, the Committee also considers various analyses, information, and input, which may include:

> Overall operational and financial performance

> Total shareholder return on an absolute and relative basis and stock price performance

> Executive individual performance results relative to their individual financial and strategic goals

> Strategic plan progress and performance relative to annual budget

> Demonstration of behaviors that support our culture and brand

> Support of corporate responsibility and environment, social and governance (ESG) goals

> Support of human capital and diversity, equity & inclusion (DEI) activities

> Executive stock ownership levels

> Qualitative input from the Committee and other independent directors

> External influences, economic conditions and industry factors

> Risk review considerations

> Income tax factors

> Internal equity

> CEO pay ratio

> Compensation trends and best practices

> Advisory Say on Pay voting results

Due to the pandemic and the CEO transition, the Committee endeavored to be particularly attentive to input from internal and external sources in order to have the most comprehensive understanding and communications related to Company performance and executive compensation.

43 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Benchmarking Analysis - Compensation Peer Group

The Committee considers the structure of compensation programs and pay levels at other publicly traded banks similar in size and business model to Berkshire when evaluating our compensation program. ~~Annually,~~Typically the Committee’s independent compensation consultant conducts a comprehensive competitive market analysis annually using the peer group and other industry survey data. However, given the uncertainty resulting from the pandemic, the Committee decided not to request a full formal update from its independent compensation consultant since the pay program and targets were remaining generally the same.

2019 Peer Group:The peer group is developed in 2019 by the consultant in conjunction with management and approved by the Committee ~~as part of our use in analyzing and setting annual salaries and incentive target opportunities. The Committee annually reviews and updates~~is shown below. This is the peer group ~~as necessary upon recommendation~~used to update CEO benchmarking for reference when hiring the new CEO in January 2021. (Note: one 2019 peer bank, CenterState Bank was excluded due to its acquisition by South State Corporation). When it was developed, this group of 24 banks reflected banks approximately ½ to 2x Berkshires’ size and had a median asset size of $13.3 billion, placing Berkshire Hills Bancorp at the ~~compensation consultant.~~54th percentile compared to this peer group. The ~~compensation consultant used the~~ peer group and other published industry surveys to conduct the competitive review in the fall of 2019 as a reference for 2020 pay decisions. They also used peer data and their proprietary banking industry database to share general industry compensation trends.is listed below.


Ameris Bancorp			Home BancShares, Inc.
Atlantic Union Bankshares Corporation			Independent Bank Corp.
BancorpSouth Bank			NBT Bancorp, Inc.
CenterState Bank Corporation			Old National Bancorp
Community Bank System, Inc.			Renasant Corporation
Customers Bancorp, Inc.			Simmons First National Corporation
First Financial Bancorp			South State Corporation
First Merchants Corporation			TowneBank
First Midwest Bancorp, Inc.			Trustmark Corporation
Fulton Financial			United Bankshares, Inc.
Great Western Bancorp, Inc.			United Community Banks, Inc.
Heartland Financial USA, Inc.			WesBanco, Inc.

2021 Peer ~~Group Criteria:~~Group: In ~~September 2019~~June 2021 the consultant updated the peer ~~group using~~group. The criteria reflected exchange traded banks in the Northeast of similar ~~criteria~~size (i.e. approximately ½ to ~~that used for the 2019 peer group.~~2x Berkshires’ size). Banks involved with mergers, banks with different business models, and smaller banks were excluded. The result was ~~one bank being eliminated due to acquisition (FCB Financial) and one bank being added (Fulton Financial). Otherwise the~~a peer group ~~was~~of 18 banks with a median asset size of $12.2 billion, positioning Berkshire at the ~~same as that used in 2018 for 2019 pay decisions.~~50th percentile based on asset size. The peer group ~~used for 2020 pay decisions consisted of 24 banks similar in regional location and size. The resulting peer group positioned Berkshire approximately at the median for asset size and~~ is listed below:


~~Peer~~	~~Ticker~~	~~Assets~~1 ~~($ in millions)~~
~~Ameris~~Brookline Bancorp	~~ABCB~~	~~$18,243~~
~~Atlantic Union Bankshares Corporation~~	~~AUB~~	~~$17,563~~
~~BancorpSouth Bank~~	~~BXS~~	~~$21,053~~
~~CenterState Bank Corporation~~	~~CSFL~~	~~$17,142~~Lakeland Bancorp
Community Bank System ~~Inc.~~	~~CBU~~	~~$11,410~~NBT Bancorp
Customers Bancorp ~~Inc.~~	~~CUBI~~Northwest Bancshares
Eagle Bancorp	~~$11,521~~OceanFirst Financial Corp.
First Commonwealth Financial	Provident Financial ~~Bancorp~~	~~FFBC~~	~~$14,512~~Services
~~First Merchants Corporation~~Flushing Financial	~~FRME~~	~~$12,457~~
~~First Midwest~~S&T Bancorp ~~Inc.~~	~~FMBI~~	~~$17,850~~
Fulton Financial	~~FULT~~	~~$21,886~~
~~Great Western~~Sandy Spring Bancorp ~~Inc.~~	~~GWB~~	~~$12,788~~
~~Heartland Financial USA, Inc.~~	~~HTLF~~	~~$13,210~~
~~Home BancShares, Inc.~~	~~HOMB~~	~~$15,032~~
Independent Bank Corp.	~~INDB~~	~~$11,395~~Tompkins Financial
~~NBT Bancorp, Inc.~~	~~NBTB~~	~~$9,716~~
~~Old National~~Investors Bancorp	~~ONB~~	~~$20,412~~
~~Renasant Corporation~~	~~RNST~~	~~$13,401~~
~~Simmons First National Corporation~~	~~SFNC~~	~~$21,259~~
~~South State Corporation~~	~~SSB~~	~~$15,922~~
~~TowneBank~~	~~TOWN~~	~~$11,948~~
~~Trustmark Corporation~~	~~TRMK~~	~~$13,498~~
~~United Bankshares, Inc.~~	~~UBSI~~	~~$19,662~~
~~United Community Banks, Inc.~~	~~UCBI~~	~~$12,916~~
~~WesBanco, Inc.~~	~~WSBC~~	~~$15,720~~
~~Median~~	-	~~$14,772~~
~~Berkshire Hills Bancorp, Inc.~~	~~BHLB~~	~~$13,216~~WSFS Financial

~~(1) Source: FactSet. “Assets” defined as year-end assets as of 12/31/19.~~

44 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Program Elements and Pay Decisions

Direct compensation consists of three main components: Base Salary, cash based Short-Term Incentive (“STI”), and stock based Long-Term Incentive (“LTI”). Total compensation includes a fourth component of Other Compensation which includes Benefits and Perquisites. Incentive based compensation includes the use of non-GAAP performance measures. For a reconciliation of non-GAAP measures to their most directly comparable GAAP financial measures, please see Appendix A. Compensation program elements and pay decisions are determined in a balanced framework to achieve program objectives.

Base Salary


The Company’s base salary program is designed to provide competitive base pay reflective of an executive’s role, responsibilities, contributions, experience, leadership and performance. Salaries are generally targeted to be within the range of market median and are expected to sufficiently discourage inappropriate risk taking by executives. ~~Salary increases, if any,~~Incentive compensation targets are ~~effective in January of each year.~~tied to base salary, so salary changes flow through to other compensation program components.

~~2020~~2021 Salary Summary. Base salaries are typically reviewed at the beginning of each year based on the Committee’s review of market data, executive performance and internal equity. ~~Increases of 7%~~There were ~~granted~~no changes to ~~Messrs. Marotta and Moses~~the 2021 salaries compared to 2020 salaries for each role shown below. Actual salaries paid in 2021 were prorated based on ~~this review. Salaries of other NEO’s were left unchanged from 2019. The Company increased the base salary of Mr. Gray~~time in position for the ~~time of his responsibilities~~new CEO and CFO.


	2020	2021
Role	Salary	Salary
President and Chief Executive Officer	$725,000	$725,000
Chief Operating Officer	$550,000	$550,000
Chief Financial Officer	$430,000	$430,000
Head of Commercial Banking	$375,000	$375,000
Chief Risk Officer	$300,000	$300,000
Chief Compliance and Regulatory Officer	$275,000	$275,000

Note:Table does not include adjustments for the COO’s service as Acting ~~President and~~ CEO ofin 2020 & 2021, although such pay is reflected in the Company following the CEO separation given Mr. Gray's additional duties in his new role while also maintaining his responsibilities as Bank President and Chief Operating Officer. This increased his annualized salary to approximately $718,000 for this six month period, which was similar to the salary of the former CEO and generally consistent with salaries of CEOs of other companies within our peer group.Summary Compensation values.

45 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Short-Term Incentive Program (STI)


The Company’s short-term incentive compensation program is designed to compensate executives for executing the Company’s strategic plan and achieving critical annual performance goals. The STI program provides meaningful “pay-at-risk” that is earned each year based on performance results. It also seeks to motivate and reward achievement of specific Company, business unit and individual performance goals with competitive compensation when performance goals are achieved; above or below median pay when performance results are above or below goals.

2021 Short-Term Incentive Summary: There were no material changes to target short-term incentive opportunities, which remained unchanged as a percentage of salaries (also unchanged for 2020). Actual incentive payouts were earned at 150% of target in 2021 due to outperformance on all targets. In comparison, payouts were only 50% of the original target in 2020, reflecting our pay-for-performance philosophy with underperformance during the pandemic. Individual performance was not used to vary payouts in recognition of the teamwork approach to the Company’s transformation.

Overview of Process. The Company’s executive STI program includes a group of executive and senior managers, including the NEOs. The Committee sets and approves incentive award targets for each participant (defined as a percentage of salary) at the start of each year, based on competitive market data. An incentive pool is established based on the total of the targets of plan participants.

The actual STI pool funding is determined based on a formulaic calculation of Company performance against defined quantitative financial metric goals, without discretion (“the Corporate Scorecard”). The Committee sets target, threshold and stretch goals for each incentive metric based on the business plan and Board approved budget. Target goals (reflective of our budget) are expected to have some stretch and not be “guaranteed”. Threshold performance goals and awards are intended to reward solid performance but at reduced payout levels. Stretch performance is expected to represent strong performance that is unlikely, but possible, if we exceed all our goals.

Each metric (see table below) is equally weighted (i.e. 20% for each of the five financial metrics) The incentive pool funding ~~reflects the incentives paid with a goal to fund payouts~~ at ~~target for achieving pre-defined “target” performance goals, but varies~~year-end is based on actual corporate performance against the performance targets, with the total pool funding ranging from 0% - 150% of ~~target~~target. The weighted metrics arereferred to as the Corporate Scorecard.Additionally, one metric is chosen as a trigger or gate, with no funding ~~below a threshold goal. The maximum award for any participant, in consideration~~ of ~~Corporate and Individual performance~~the pool if that trigger is ~~capped at 200% of target. The Company’s executive STI pool includes ten executive and senior managers, including the NEOs.~~not met.

There were extraordinary uncertainties about the pandemic impact and the incentive goals set earlier in the year would have resulted in a substantial disconnect between the tireless and value-preserving efforts of our executives and their 2020 compensation based on the structure of our incentive plans. The Committee ~~decided to eliminate~~approves the opportunity for the performance incentive for the first half of the year, setting this at zero for all NEOs. For the second half of the year, the Committee decided to reset the performance goals and set a cap to fund target opportunities at 50% of the executives’ annual target opportunity (i.e., pro-rated for the second half of the year). The Committee believed this approach recognized the pandemic’s impact on earnings and provided flexibility to the Company to recognize the management team’s performance during a period of unprecedented uncertainty.

The STI pool funding typically is based a formulaic calculation of performance against defined quantitative financial goals, with no qualitative modifiers, although awards are allocated in consideration of individual performance. However, in 2020, due to the effects of the pandemic on our businessCorporate Scorecard as well as ~~our leadership transition,~~the President and Chief Executive Officer’s individual goals.The CEO prepares goals for NEOs; the Committee ~~recognized~~can modify the ~~need to undertake a comprehensive evaluation of performance beyond strictly financial~~goals at its discretion and approves the final goals. ~~Additionally,~~Once the ~~financial goals set by the Committee for the second half of the year were viewed as directional, due to the continued uncertainties about pandemic impacts on public health, economic functioning,~~Corporate Scorecard results and Company operations, as well as uncertainty around government economic support programs and other factors. The Company established seven performance factors which would be the primary focus for evaluating Company performance; these factors are discussed further in the next section below. These factors were not intended to bind or limit the Committee’s considerations of overall performance, but were intended to serve as a framework for the Committee’s evaluation of performance across a spectrum of financial and non-financial metrics.

At year-end, the Committee made a comprehensive assessment of Company performance, including an evaluation of performance in the seven areas established by the Committee. After careful and comprehensive review of performance over multiple meetings, the Committee decided to fund the incentive pool at the reduced target opportunity of 50% of the annual target. This represented the maximum incentive opportunity allowed for the second half of the year, and was a significant reduction of the potential award for any participant under the plan. In essence, the Committee determined that management’s performance met the revised goals for effectively managing the Company through the pandemic, positioning the Company for future success as well as maintaining leadership continuity through the change in the chief executive position. This level of pool funding ~~was equivalent to funding at the level of threshold performance for the full-year program, as consistent in prior years.~~

~~Once the pool funding is determined,~~are known, individual performance is assessed to determine and allocate the actual awards ~~with additional~~from the amount that has been funded to the pool. The Committee determines individual awards in consideration of Individual performance but with the discretion to consider other factors such as Company performance shortfalls and/or regulatory and safety and soundness concerns and/or based on risk management considerations. ~~For 2020, each member~~The maximum award for any participant, in consideration of ~~the management team remained focused on delivering on our ultimate mission~~Corporate and Individual performance, is capped at 150% of serving our customers, and each played a critical role in ensuring that, despite the challenges of the pandemic to our business and the overall macroeconomic environment, the Company continued to make progress towards its long-term strategic goals. With that in mind, the Committee determined that pool participants would each receive the 50% opportunity amount (i.e., half of their normal target).target.

46 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Target Incentive Opportunities. For ~~2020,~~2021, as in ~~the~~ previous ~~year,~~years, individual NEO STI ~~targets~~target amounts were established at ~~the beginning of the year~~ and defined as a percent of salary. ~~These percentage~~There were no material changes in 2021 annual incentive targets compared to the original 2020 incentive targets. In 2020, STI target amounts were ~~determined before the pandemic and were left unchanged~~reduced by 50% from the ~~prior year. Based on the Committee’s decisions at midyear, the final incentive opportunity made available~~original target amounts due to the ~~NEOs was reduced to half~~impacts of ~~their annual targets.~~the emergence of the COVID 19 pandemic. The table below illustrates the ~~original~~ annual incentive ~~opportunities compared to the reduced targets set by the Committee in June, are~~target amounts, expressed as a percentage of salary.

Original 2020 Annual Incentive Reduced Opportunity
Role Target Maximum
Acting CEO(1)
65% 32.5%
CFO 45% 22.5%
Commercial Banking 45% 22.5%
Consumer Banking 30% 15%
Risk 30% 15%


	2020 Original		2021
Role	Target % of Salary		Target % of Salary
President and Chief Executive Officer		75%	75%
Chief Operating Officer		60%	60%
Chief Financial Officer		45%	45%
Head of Commercial Banking		45%	45%
Chief Risk Officer		30%	30%
Chief Compliance and Regulatory Officer		30%	30%

Note:Table does not include adjustments for the COO’s service as Acting CEO in 2020 & 2021.

Company Measures and Funding of the Incentive Pool

~~(1)~~The Committee establishes performance goals for the Corporate Scorecard that determine the pool available for payout of incentive compensation. The Committee also establishes a minimum trigger or gate level of performance, which is defined as 75% of targeted core earnings per share, which must be achieved in order for the plan to fund any compensation. ~~Due to~~Once the CEO transition, former CEO Marotta forfeited his STI opportunity, which was originally targeted at 75%. President Gray’s original target was 55%, which was subsequently increased to 65% of salary in August 2020 effective with his appointment as Acting CEO.minimum is achieved, the incentive pool funding is determined based on Company performance relative its performance goals.

~~Performance Factors Considered by~~The Committee established five corporate performance metrics, evenly weighted, to constitute the ~~Committee.~~performance measures for the operation of the 2021 STI (the “Corporate Scorecard”). This is similar to the approach in years prior to 2020. The ~~seven~~five measures chosen for 2021 are shown below. These goals were established in the second quarter of 2021 in order to include consideration of input and plans from new executive management that joined the Company in the first quarter.

The Committee also established the plan trigger at 75% of the EPS target shown below, or $0.79 per share. A Core EPS result below this trigger would result in no funding for the plan.


Plan Goals
Performance Measure	Definition	Weight	Threshold	Target	Stretch
EPS ($)	Core Earnings Per Share	20%	$0.84	$1.05	$1.26
ROE (%)	Core Return on Equity	20%	3.63%	4.54%	5.45%
ROA (%)	Core Return on Assets	20%	0.37%	0.46%	0.55%
Efficiency Ratio (%)	Core Efficiency Ratio	20%	80.10%	76.10%	72.10%
Asset Quality - NCO (%)	Net Charge-offs/Avg Loans %	20%	0.77%	0.64%	0.51%

Note:The measures identified as Core are non-GAAP financial measures. These measures are identified as “Adjusted” measures in the SEC Form 10-K. They exclude items not viewed as related to ongoing operations. Their use, definitions, and reconciliations to GAAP measures are discussed more fully in the Form 10-K. For a summary of the reconciliation of these non-GAAP performance ~~factors~~measures, please see ~~defined mid-year to be considered by the Committee in determining the funding of 2020 incentives were as follows:~~Appendix B.

~~(1) Financial Metrics~~The measures used in the prepandemic year of 2019 also included Core EPS, Core Return on Assets, and the Efficiency Ratio. The previous asset quality metric measured the level of criticized assets.:This metric was changed in 2021 to more directly focus on the loan charge-off ratio as a measure impacting financial condition. The Committee ~~identified several financial metrics~~added a fifth metric of Core Return on Equity in 2021 to ~~be assessed for~~introduce a measure more correlated with the ~~second half~~market valuation of the year including: Core Earnings (Core PPNR per Share); Social impact (HMDA Minority Borrower %); Efficiency (Core Efficiency Ratio); Asset Quality (Criticized Assets/(Tier 1 Capital + ACLL); and Core ROA (Core PPNR ROA). In recent years, financial metrics had defined threshold, target and stretch goals that were the sole basis for STI pool funding with no Committee discretion. While pool funding was determined differently in 2020, financial metrics remained as a component of the assessment and targets were identified for the second half of the year, but because public health and operating conditions were uncertain throughout the year, the Compensation Committee determined that the goals for these metrics should be directional in nature.Company’s stock.

Metric Target Performance Actual Performance
Core PPNR per Share $1.41 $1.09
HMDA Minority Borrower % 10% 8%
Core Efficiency Ratio 63% 68%
Criticized Assets/Tier 1 Capital + ACLL 20% 28%
Core PPNR/Assets 1.12% 0.88%

These objectives were set in June 2020 based on the information available to the Committee at the time. However, at that time, the pandemic had still not yet peaked, and circumstances continued to change significantly from week-to-week and even day-to-day. The nature of the pandemic has been such that even short-term forecasts have proved difficult, and the expected economic and business conditions the Committee anticipated as it formulated these goals did not materialize.

As a result of these changing business conditions, for the second half of 2020, Company performance did not strictly achieve these revised financial performance goals. Shortfalls in financial performance were partly due to the impact of disease resurgence and delays in federal support programs in the second half of the year. This included a delay in Paycheck Protection Program (“PPP”) loan forgiveness which delayed related revenue recognition into 2021. Business volumes also did not recover as anticipated, as government authorities delayed and/or cancelled planned economic opening phases.

47 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

OnFor the ~~other hand, Management made significant progress throughout~~earnings measures, the thresholds were set at 80% of target and stretch goals were set at 120%. The efficiency ratio ranges were set at approximately 5% above or below target. The charge-off ratio ranges were set at approximately 20% above or below target. These ranges were broadened out from the prepandemic year ~~positioning~~of 2019 to reflect the greater range of strategies, outcomes, and uncertainties in the current environment. For the efficiency and charge-off ratios, a lower result is better.

The 2021 core earnings related targets reflected expected improvement from 2020 results. They also reflected prevailing trends and conditions, and were generally consistent with mean consensus estimates of Company ~~for future success~~2021 performance at the time that the targets were set.

The Core EPS and ~~accelerating certain~~efficiency targets anticipated that near term impacts of new strategic initiatives ~~including adoption of a leading-edge mobile banking account opening technology, completion of a sale agreement for Mid-Atlantic branches,~~might require higher investment in expenses and ~~adoption of a branch consolidation plan for 16 branches. The Committee viewed management’s critical actions~~delays in ~~the second half of the year~~revenue growth as ~~highly successful~~transformational initiatives were implemented while loan runoff was still ongoing. Additionally, these targets allowed management flexibility to accumulate liquid short term investments which held back 2021 earnings, in ~~moving the Company forward financially~~order to benefit from ~~conditions at midyear~~anticipated interest rate increases in 2022 and ~~in achieving results in the other performance incentive factors.~~beyond.

~~(2) We Continued~~The net charge-off target reflected the elevated credit loss allowance and uncertainties about pandemic impacts on problem loan collections. The charge-off target was generally similar to ~~Meet~~ the ~~Needs of Our Communities~~consensus estimates based on the Company’s credit profile and ~~Customers:~~industry expectations. It was also within a range consistent with the allowance for credit losses on loans in the Company’s audited statement of financial condition at year-end 2020.

The ~~emergence~~2021 STI performance and payout results are shown below. Management outperformed the stretch goals on all five measures and achieved a 150% pool funding as a result.

•This was primarily due to stronger credit performance as economic conditions improved and management’s programs for credit administration of loans to COVID-sensitive industries resulted in most credit related metrics improving to prepandemic levels by the end of 2021.

•This improvement resulted in lower credit loss provision expense than anticipated, which contributed to outperformance of the pandemic created urgent needs to provide financial assistance to our customers and local community. The Committee primarily focused on loan modifications and Paycheck Protection Program (“PPP”) loans pursuant to emergency government initiatives in March. The Bank developed new procedures and dedicated internal staff to supporting these programs,earnings based measures, along with the ~~greatest resources required~~asset quality measure.

•The efficiency ratio also outperformed the stretch goal, and initiatives to lower funding costs and operating costs resulted in ~~the second quarter, and then ongoing support was needed in the second half of the year. The Bank originated $708 million in PPP loans, which it viewed as a relatively strong result~~stronger operating earnings compared to the industry. Resources in the second half were focused on initiating the processes for loan forgiveness under shifting government guidelines. The Bank originally provided $1.6 billion in loan modifications in accordance with regulatory guidelines, which it viewed strong cooperative support in achieving government objectives for borrowers. These modifications provided short-term relief as businesses adjusted to the shutdowns prevailing in the Bank’s markets, thereby supporting their functioningplan and ~~employment in their communities. The Bank provided further modifications through~~consensus.

By the end of the year, ~~which gradually became more targeted~~our performance contributed to ~~COVID-sensitive borrowers, while the majority~~an improved outlook for future loan growth and interest income growth. The Company’s improved results and condition were supportive of ~~borrowers returned to regular payment schedules. Additionally, the Bank provided certain fee waivers~~further stock repurchases and the Company announced a new stock repurchase program in January 2022. The Company’s ~~foundation provided targeted donations. The Bank managed~~relative stock outperformance continued after 2021 performance results were announced, with its ~~branches and customer facing staff to provide continuous availability and service during periods of restricted movement and access in its communities.~~stock price reaching near two year highs.

~~(3) We Increased Loans to Small Businesses.~~ As noted above, Berkshire provided $708 million in PPP loans to support local businesses. 82% of these loans were for less than $150,000, and 58% were for less than $50,000. Total year-end loans outstanding with original amounts of $1 million or less increased by 23% in 2020 to $773 million.

~~(4) We Increased Loans to Minority-Owned Businesses.~~Recognizing the unprecedented threat to survival and outsized impact the pandemic was having on Black- and Brown-owned businesses, Berkshire responded with innovative partnerships to deploy capital to the businesses hardest hit and often overlooked by mainstream relief programs. To offer relief, Berkshire Bank partnered with the Black Economic Council of Massachusetts (BECMA) and the Massachusetts LGBT Chamber of Commerce to help stabilize existing Black-owned businesses with low-interest, low barrier-to-entry lines of credit up to $50,000.

~~(5) We Managed Our Human Capital and Ensured the Health and Safety of Our Employees.~~Due to the pandemic, the Committee targeted redeployment of resources to areas of high focus, transitioning to a “work from home” culture and providing safe working conditions for front line employees needing to work at Company premises. The previously discussed PPP and loan modification programs involved a significant increase in employees’ workloads and large-scale redeployment of resources in a new remote work environment. Additionally, front line branch and other staff were redeployed to support the call center and other existing distance customer service channels. The Company initially moved 86% of non-branch staff to “work from home” and also flexibly staffed branches depending on public health conditions. Staff remained mostly working from home as of year-end. The Company followed all CDC and local public health regulations and guidance in managing the safety of its premises. In addition, the Company provided extra compensation to staff processing PPP loans, expanded its sick time/sick pay programs, and provided other targeted programs to support employee physical and financial health. There were no programmatic staff furloughs or pay adjustments due to the pandemic.

46 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~(6) We Prudently Managed Our Capital and Liquidity.~~Capital and liquidity metrics improved during the second half of the year, with this improvement generally exceeding expectations at midyear. This resulted primarily from unanticipated higher levels of deposit demand and lower levels of loan demand. The risk based capital ratio increased to 16.1% from 13.7% during the year, while the use of wholesale funding decreased to 9% of assets from 15%. Management’s strategic balance sheet review begun in 2019 and continuing into 2020 has consistently led to improving capital and liquidity metrics. Management bolstered liquidity in the second quarter of 2020 when financial markets showed signs of instability during the emergence of the pandemic. Management immediately suspended stock repurchases and subsequently reduced the dividend to conform dividend yield and payout to current market conditions. Management accelerated and adjusted capital and liquidity stress analyses, maintaining monthly analyses supporting policy and regulatory objectives to maintain strong metrics even in the case of severely adverse stress projection scenarios.

~~(7) We Established and Began Implementing Our Post-COVID Operating Plan.~~In the fourth quarter, management completed an updated three year strategic review based on current forecasts of public health and economic conditions, as well as expectations of continued near-zero interest rate monetary policy over the medium term. Management’s digital banking and branch initiatives announced in the fourth quarter were responsive to the new economic environment and accelerated our response to new customer behaviors and expectations. The plan focuses on strengthening profitability, product offerings, and customer service in core business operations.

~~Incentive Payout Funding Decision.~~ After careful deliberation over the course of several meetings as well as informal discussions, the Compensation Committee concluded that the achievements mentioned above supported modest short-term incentive compensation for our management team. Accordingly, the Compensation Committee approved a funding opportunity for the STI pool, but with that level capped at a reduced level of 50%. At 50% of target, the STI pool represented the only performance-based compensation earned by management in 2020, as the three-year long-term performance incentives granted in 2018 did not vest in 2020, largely due to the impact of the pandemic. This reduction in performance-based compensation illustrates the Committee’s recognition of the significant contributions of our management team navigating the Company through a challenging year while also maintaining our commitment to aligning pay with performance.


Plan Goals
Performance Measure	Definition	Weight	Result	Payout Funding	Pool Allocation
EPS ($)	Core Earnings Per Share	20%	$1.69	1.50%	30.00%
ROE (%)	Core Return on Equity	20%	7.20%	1.50%	30.00%
ROA (%)	Core Return on Assets	20%	0.70%	1.50%	30.00%
Efficiency Ratio (%)	Core Efficiency Ratio	20%	69.96%	1.50%	30.00%
Asset Quality - NCO (%)	Net Charge-offs/Avg Loans %	20%	0.29%	1.50%	30.00%
		Total Payout			150.00%

In addition to ~~approving the payout funding,~~performance exceeding 2021 targets, management announced a three year strategic transformative plan intended to achieve double digit return on tangible common equity and an ROA over 100 basis points, along with other franchise enhancing targets such as customer satisfaction and ESG performance. Together with assessing financial performance results, the Committee also considered any risk, regulatory ~~and~~or shareholder ~~concerns~~issues and determined that there was no basis for adjusting the pool funding downward in 2020. Enterprise risk and regulatory measures remained appropriate. The Company’s stock price decreased substantially compared to peers due to the decline in its profitability and to investor concerns about the potential for elevated credit losses due to comparatively higher exposure to COVID sensitive industries. The Committee believes that the substantial decrease in incentive compensation earned by management compared to target based on 2020 performance appropriately recognizes the negative relative stock price performance in 2020.2021.

48 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Individual Performance Considerations.~~As part of its normal process, once~~ Once the pool funding ~~of the incentive pool is~~was determined, the Committee ~~considers~~evaluated individual ~~performance when allocating~~ incentive ~~payouts.~~ fundings for each NEO. As it did in 2020, the Committee decided to provide all NEO’s awards at the Corporate pool funding rate, which was 150% of target in 2021. This reflected the goal of recognizing leadership teamwork in a transformative year while also responding to the ongoing pandemic challenges and the interconnections between short-term and long-term initiatives and seamless execution in serving the Company’s communities.The Committee ~~considered~~noted the following NEO contributions ~~when determining the actual incentive awards for the year:~~to 2021 results:


Mr. ~~Gray, Acting~~Mhatre, President and ~~CEO~~Chief Executive Officer

•~~In his new role as Acting President and CEO of~~Joined the Company ~~responded~~and led Berkshire to ~~the Board’s CEO succession decisions~~outperformance and ~~stepped up to maintain Company leadership and momentum through the succession process.~~superior shareholder returns in his first year.

•~~In his ongoing role as Bank President~~Successfully accomplished executive recruitment while maintaining strong senior management retention and ~~COO, oversaw the range of Company operating responses during the pandemic.~~performance.

•~~Accelerated~~Engaged throughout the year with investors to communicate the Company’s vision and transformational plan, and responded to input about capital management strategies.

•Focused the Company on core strengths, recruiting new front-line bankers across many business lines, and selling and realizing capital value of less core insurance operations..

•Led development of DigiTouchTM strategy combining leading edge technology initiatives ~~for mobile~~with personal service as central approach to banking ~~distance customer service, branch consolidations,~~service.

•Led rollout of Berkshire Community Comeback $5 billion community lending and ~~mid-Atlantic branch sale agreement~~financing plan to support economic recovery, access to services, and evolution of our communities.

•Oversaw deepening of ~~internal~~ESG programs and ~~external cultural~~improvements to ESG ratings with the objective of being the leading socially responsible bank in New England and ~~diversity & inclusion initiatives~~beyond.


Mr. Bacigalupo, Head of Commercial Banking

•Oversaw successful Paycheck Protection Program (“PPP”) Phase II for critical business support during pandemic. Also managed SBA forgiveness procedure for PPP borrowers.

•Managed down credit exposure to COVID sensitive industries while working with borrowers to graduate from pandemic related loan modifications back to scheduled debt service payments.

•Oversaw recruitment and expansion in New Haven, Providence, Asset-Based Lending, and other targeted markets.

•Maintained solid credit performance through processes of credit selection and administration.


Mr. Basu, Chief Financial Officer

•Joined company and successfully led financial aspects of Company outperformance of objectives

•Recruited and strengthened key functions within financial division.

•Worked with new investor relations officer to deepen relationships with investment community and expand research coverage of BHLB stock.

•Developed and implemented stock repurchase program in 2021 and announcement of new program in 2022.

•Oversaw new procurement management function to target improved procurement, efficiency, and resource management across the company.

•Introduced new analytics and reporting to support business lines.

49 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS


Mr. ~~Moses, CFO~~Gray, Chief Operating Officer

•~~Continued balance sheet restructuring initiated in 2019, further strengthening capital and liquidity metrics and providing added support during~~Successfully led Company through completion of the ~~pandemic~~transition of the CEO role.

•~~Intensified financial stress sensitivity testing~~Completed sale of Mid-Atlantic branch operations and consolidated 16 branch offices on time and on plan to ~~monitor~~support improved focus and efficiency of Company ~~capacity to absorb forecast and stress forecast credit losses and financial stresses~~operations. Executed sale of insurance operations while maintaining a referral partnership.

•~~Developed analytics supporting branch consolidation and sale initiatives~~Managed shifts in operations due in response to changing pandemic conditions.

•Oversaw ~~implementation~~technology and strategic planning functions in year of ~~new Current Expected Credit Loss accounting method during unprecedented conditions of change and uncertainty due to the pandemic~~


~~Mr. Bacigalupo, SEVP~~ – ~~Commercial Banking~~

•~~Shifted commercial teams to give top priority to Paycheck Protection Program loan originations and servicing~~transformation.

•Oversaw ~~proactive outreach to provide initial loan modification relief to $1.6 billion in loans~~expansion of targeted business lines including SBA lending, wealth management, and private banking.

•~~Oversaw intensified customer~~Provided leadership for human capital management, corporate responsibility, and internal and external communications ~~to anticipate and address economic impacts on borrowers as the pandemic has continued~~in support of all stakeholder relationships.

•~~Maintained solid credit performance through processes~~Supported development of ~~credit selection~~Berkshire Community Comeback and ~~administration~~supported deepening of ESG programs and development of ESG Committee.


Mr. Lindenmuth, ~~SEVP –~~Chief Risk Officer

•Outperformed net loan charge-off objective, contributing to asset quality and earnings outperformance.

•Achieved pre-pandemic levels for most asset quality metrics.

•Oversaw regulatory relations and approvals of shareholder distributions.

•Expanded and deepened enterprise risk management ~~processes and regulatory relations~~processes.


Ms. Stephenson, Chief Compliance & Regulatory Officer

•Maintained strong ongoing compliance profile.

•~~Generally maintained favorable asset quality metrics and oversaw CECL accounting implementation~~Supported evolution of compliance program to support new initiatives in strategic transformation program.

•~~Expanded risk management protocols related to cyber~~Upgraded compliance training and ~~telecommunications risks during large scale operational adjustments during the pandemic~~compliance programs.

•Managed compliance oversight through shifting regulatory and state directives during the pandemic ~~response~~


~~Ms. Gunsch, SEVP – Consumer Banking~~

•~~Oversaw flexible branch and retail channel management during changing conditions of pandemic response~~

•~~Maintained safe and responsive working conditions across front line and back office support teams~~

•~~Developed detailed plans to support branch consolidations and sales~~

•~~Oversaw mortgage and consumer loan modifications and customer communications to mitigate risk in pandemic conditions~~response.

~~2020 Incentive Payout Decision~~. The Committee considered each executive’s individual performance and contributions during this challenging year. In addition, the Committee wanted to recognize the extraordinary teamwork required for these accomplishments as well as the team’s adaptation following the CEO separation. The coordination of our management team navigating through the exceptional circumstances of the pandemic and leadership transition was an important factor in continuing the momentum of our transformation and positioning the Company for long-term success. As a result, the Committee decided to fund each individual NEO’s STI performance compensation at 50% of target.

50 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Long-term Incentive Plan (LTI)


The Company’s long-term incentive/equity compensation program is designed to align senior executives with long-term interests of the Company and shareholders through stock-based compensation. The program also seeks to provide reward for targeted multi-year performance, encourage stock ownership, and enhance our ability to retain our top performers.

~~2020 LTI Compensation~~2021 Long-Term Incentive Summary. As ~~was~~in recent years, the ~~case in 2019, the 2020~~2021 long-term incentive program was comprised of 60% performance shares that cliff-vest after three years based on pre-defined goals, and 40% time-based restricted shares which vest over three years, with 1/3 vesting at the end of each year. ~~The targeted amounts~~There were no major changes in the amount of ~~compensation in relation to salaries, described in further detail below, were also unchanged in 2020.~~theLTI grants for the lasttwo years.

LTI Program Overview. Each year in ~~January~~the first quarter the Committee determines the terms of the long-term incentive program, including ~~the timing~~participants, target opportunities for each role (defined as % of ~~the awards, the recipients who may be granted awards, the targeted award amounts,~~base salary), and the form and amount of ~~awards~~compensation granted. These determinations included input andconsideration of peer market data and practices as well as recommendations provided by the compensation consultant.

Long-term incentive ~~awards are~~compensation is intended to:

•Provide a meaningful portion of total compensation in stock-based awards

•Align executives with our shareholders

•Reward long-term performance and avoid excessive risk taking

•Encourage retention of our key senior executives

•Balance compensation rewards with risk through long-term vesting tied to performance

In determining the form and amount of equity grants in January of each year, the Committee considered competitive market practices, including the market range for each position, Company performance and individual performance, expected future contributions by each individual, recommendations from the CEO (for NEOs other than himself) and each NEO’s total compensation, as well as the financial and economic environment and total stock returns. The Committee also considered incentives provided by different award types, shareholder returns, avoiding excessive risk taking and encouraging and maximizing employee retention. As in recent years, the Committee decided that performance shares and time-based restricted stock grants with three-year vesting schedules were the most appropriate form of equity compensation for the long-term incentive grant. The total award granted is split into two components: 60% performance shares and 40% time-based shares.

51 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Targets and Grants. The target long-term incentive compensation is set as a percentage of salary utilizing peer market data and input from the compensation consultant. ~~These~~The target percentages are listed ~~below, were unchanged from the prior year.~~below. Actual grant values may be by higher or lower than the target opportunity, to a maximum of up to 150% of the target incentive opportunity, based on the Committee’s assessment of a variety of factors, including Company performance, individual performance, retention considerations and affordability. For 2021, the annual grants to the NEO’s were made at target. The table below describes each executive’s target long-term incentive opportunity ~~and actual grant in 2020~~ as a percentage of salary.

Title Target Long-Term Incentive Opportunity Actual Grant
Gray – Acting CEO 80% 91%
CFO(1)
60% 90%
Head of Commercial Banking 60% No grant
Head of Consumer Banking 40% 53%
Chief Risk Officer 40% 43%
Marotta – Former CEO 105%
105%(2)


Title	2020 Target Long-Term Incentive Opportunity	2021 Target Long-Term Incentive Opportunity
President and Chief Executive Officer	105%	95%
Chief Operating Officer	80%	85%
Chief Financial Officer	60%	60%
Head of Commercial Banking	60%	60%
Chief Risk Officer	40%	40%
Chief Compliance and Regulatory Officer	40%	40%

Note:Table does not include adjustments for the COO’s service as Acting CEO in 2020 & 2021.

~~(1)~~
~~The CFO’s target was based on his 2019 salary before the 2020 salary increase.~~

~~(2) Mr. Marotta's 2020 long-term incentive grant was ultimately forfeited under his Separation Agreement. This grant target was based on his 2019 salary before the 2020 salary increase.~~

The former ~~CEO’s long-term incentive~~CFO received a grant at target in January which was subsequently forfeited ~~as part~~at the time of his ~~Separation Agreement.~~resignation. The ~~increased~~new CFO joined the Company after the LTI program grants towere made in January. The new CFO received a one-time $100,000 (23% of salary) stock grant when he joined the ~~President~~Company. The grant vests 50% in annual increments over 3 years and the CFO recognized the strategic restructuring actions initiated in 2019, under which both executives assumed additional responsibilities. The Chief Risk Officer and Head of Consumer Banking also received grants above target to reflect individual performance. No long-term incentive grant was provided to the Commercial Banking head. This reflected changes in planning for compensation objectives for this individual. The Consumer Banking head was granted an incentive of 43% of salary by the President before she was classified as a named~~executive officer.~~50% cliff vest after 3 years’ service.

Separately from the above, at the time of providing 2021 long-term incentive grants to NEOs in January, an adjustment was made to the grant to the President to recognize his contribution as Acting CEO. This was similar to the proportional changes made to 2020 compensation provided in salary and short-term incentives for the Acting CEO responsibilities.

LTI Vesting

Once the grant value is determined, 60% is granted as performance shares and 40% is granted as time-based restricted stock. Time-based restricted stock vests 1/3 each year over three years. Performance shares cliff-vest at the end of the three-year performance period based on actual performance compared to predefined goals as described below.

Performance Share Metrics and Goals

The performance shares are tied to performance metrics and goals approved by the ~~Compensation~~ Committee in ~~January 2020~~the first quarter of 2021 for a three-year performance period (i.e., ~~2020~~2021 - ~~2022)~~2023). In ~~2020,~~2021, the Committee maintained the same two performance ~~goals~~goal categories from ~~2019: relative~~2020: Relative Change in Core ROTCE and ~~relative~~Relative TSR. Each performance metric was assigned a 50% weight for determining future performance against goals. The actual number of performance shares that vest will be determined at the end of the three-year period depending on Company performance against the three-year goals.

Both of the performance measures ~~are~~evaluate our relative ~~measures which the Committee believes provide a more~~performance compared to an objective approach for comparing performance, and in a manner that is consistent with investor views of performance. The Committee also recognizes the challenges in setting three-year absolute targets, particularly during volatile time periods. Industry Index.

The first measure, relative Change in Core ROTCE, is a relative measure of growth in core return on tangible common equity (“Core ROTCE”) ~~growth,~~, which is one of the most significant financial measures utilized by shareholders in valuing the Company. Positioning this goal as a relative measure incentivizes our NEOs to grow Core ROTCE at a rate that exceeds our peer group to achieve targeted compensation, thereby rewarding outperformance.

50 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The second measure, relative TSR, is formulated to measure our ability to deliver superior share price returns relative to our peer group over the defined three-year time period. The threshold, target, and stretch performance levels are set at 30th percentile, 50th percentile, and 75th percentile for the relative TSR. ~~The relative Change in Core ROTCE targeted performance level requires positive change relative to peers in order to achieve targeted compensation.~~

52 BERKSHIRE HILLS BANCORP, INC. | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Our performance is measured relative to a defined Industry Index comprised of all publicly-traded banks and thrifts between ~~$7B~~$7 billion and ~~$30B~~$30 billion in assets located in the United States. The Company ranked in the 47th percentile of this group when it was defined. In order to be counted in ~~these~~the final calculations, a peer company must remain a publicly-traded institution at the end of the performance ~~period.~~period ending at year-end 2023. The Committee did not significantly change the index criteria for the ~~2020~~2021 grant from the criteria used for the ~~2019~~2020 grant.~~The 80 banks used in the index for the 2020 grant are shown in Appendix B.~~

~~Based on the composition of our business and customer base, the Company’s results were more sensitive~~2019 to pandemic conditions in 2020 than its national peers, in part due to the COVID-19 global hotspot that developed in the Company’s local markets early in the pandemic. As a result, our Core ROTCE moved unfavorably compared to peers, rather than improving in-line with the original incentive goal. Similarly, our total stock return moved unfavorably compared to peers. These relative changes will need to be reversed in order for management to achieve any future payouts under the 2019 and 2020 grants.

~~2018 to 2020~~2021 Long-Term Incentive Plan ~~Payout~~Results

The ~~2020~~2021 year concludes the performance grant made under the 2018 Long-term Incentive Plan which was established in the first quarter of ~~2018~~2019 and ~~rewards~~was intended to reward performance results over the three-year period, ~~2018~~2019 to ~~2020.~~2021. The final number of shares earned pursuant to those awards was determined based on the Company’s actual results for the three-year period. ~~The~~For the second year in a row, there was no payout ~~for~~under the ~~three-year plan constitutes~~long-term performance incentive due to the ~~performance-based compensation actually earned by management for 2018 - 2020~~impact of the pandemic on the Company’s performance.

The ~~framework for establishing specific goals for~~terms of the ~~2018 long-term incentive~~2019 LTI grant ~~was similar to previous years.~~were discussed in the 2020 Proxy Statement. The ~~goals~~two equally weighted performance measures were ~~based~~relative improvement in Core Return on the Company’s business situation at the beginning of 2018 and the Company’s performance expectations for the next three performance years (i.e., 2018 – 2020). The goals were designed to motivate improved performance, based on absoluteTangible Common Equity and relative ~~considerations. The 2018 grant was the last year that had an absolute performance metric, which was a core EPS target. The relative performance metric was relative~~ Total ~~Stock~~Shareholder Return ~~(“TSR”)~~(TSR). ~~Performance against each of these metrics is evaluated independently, with the metrics weighted equally at 50% each.~~

The ~~Company exceeded its earnings objective in 2018 but~~Company’s relative performance based on these two measures was compared to the Industry Index and due to performance impacted by the pandemic, actual results did not achieve ~~the objective in 2019 or 2020. As~~our threshold level of performance and as a result, ~~there~~the grant was no compensation earned for the absolute core EPS component of the LTI grant. The pandemic impacts on the credit loss provision and the net interest margin eliminated any possibility that 2020 core EPS would achieve the levels contemplated at the beginning of 2018.forfeited.

The ~~TSR target in the 2018~~performance based LTI ~~grant established the median TSR against peers as the target amount. A 50% threshold payout of the~~ incentive ~~was established based on a three-year TSR equal to the 30~~th ~~percentile compared to peers. The Company’s three-year TSR was below the 30~~th ~~percentile relative to the index, largely due to our stock price performance recorded in 2020. As a result, no~~ compensation ~~was earned for this incentive.~~

~~Accordingly, based on 2020 events, no compensation was earned for the performance portion of the 2018 LTI grant, which was previously reported as 12%~~constituted 24% of the NEO direct compensation granted in 2019.All of this compensation was forfeited for NEOs remaining in the ~~Summary Compensation table for 2018. The shares related~~plan and the plan operated as intended to ~~this~~withhold compensation ~~were forfeited and returned to the Company’s treasury account. This result aligned with our philosophy and compensation program principles~~ that ~~guide our programs and pay decisions to demonstrate pay-for-performance alignment.~~

does not achieve Company objectives.

51 ~~BERKSHIRE HILLS BANCORP, INC. |~~ ~~2021 Proxy Statement~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

2018 – 2020 Performance and Payout(1)
Threshold Target Stretch 2018-2020 Result
Core EPS (50%) $8.37 $8.81 $9.25 $5.71
Relative TSR (50%)
30th percentile
50th percentile
75th percentile
0% percentile
2018 – 2020 LTI Payout 50% 100% 150% 0%

~~Source: S&P Global Market Intelligence and company data~~

(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 and 2020 core measures treat the Company’s national mortgage banking operations as discontinued and non-core. The core measures originally reported in 2018 treated these operations as core.

Benefits and Perquisites

The Company’s benefits program is designed to be competitive and cost-effective. All employees are provided core benefits including medical, retirement, life insurance, paid time off, and leaves of absence. The Company provides NEOs with perquisites and other benefits that the Committee believes are reasonable and consistent with its overall compensation philosophy. The Committee reviews the NEOs’ total benefits package on a regular basis to determine the competitiveness and appropriateness of providing executive benefits.

In 2019, the Company entered into a supplemental executive retirement agreement with Mr. ~~Gray.~~Gray and in 2021 the Company entered into a supplemental executive retirement agreement with Mr. Mhatre. The Company does not offer other NEOs or any other executive a supplemental retirement arrangement or other non-qualified deferred compensation program. For additional information regarding the supplemental retirement arrangements, please see the section headed “Executive Compensation - Non-qualified Deferred Compensation.”

Some of the Named Executive Officers are eligible for modest perquisites such as automobile allowance, financial planning and membership fees. No membership fees were paid in 2021. The Company also maintains a long-term care insurance plan to supplement the Company’s disability plan for Mr. Gray. Overall perquisites are a relatively modest element of the compensation program.

Benefits and perquisites are reported under All Other Compensation

~~All Other Compensation reported~~ in the Summary Compensation Table, Includes benefits and perquisites. It also includes compensation earned by Mr. Marotta pursuant to the Separation Agreement. Total NEO compensation reported as All Other Compensation increased largely due to the compensation for Mr. Marotta’s Separation Agreement. There were no major changes in All Other Compensation earned by the four Continuing NEOs in 2020.

All Other Compensation paid to the former CEO totaled $4.1 million in 2020. This included $3.7 million in separation payments pursuant to the Separation Agreement entered into on August 13, 2020. It also included the vesting of $350,000 of retirement benefits scheduled for January 2020, together with other customary benefits and perquisites during his employment in 2020. The Separation Agreement established that this event was deemed a Termination Without Cause within the meaning set forth in Mr. Marotta’s Employment Agreement, which was replaced by the Separation Agreement. In the 2020 proxy statement the estimated compensation payable for this event was $3.7 million in cash severance, $47,000 of in-kind benefits, and $1.5 million in restricted stock vesting. Mr. Marotta forfeited unvested restricted stock in the Separation Agreement, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021.

53 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Potential Post Termination or Change in Control Benefits

An important consideration in our ability to attract and retain key personnel is our ability to minimize the impact on our management team of the possible disruption associated with our analysis of strategic opportunities and to be completely aligned with shareholder interests. Accordingly, we believe that it is in the best interest of the Company and its shareholders to provide our NEOs with reasonable financial arrangements in the event of termination of employment following a change in control or involuntary termination of employment for reasons other than cause following a change in control. The Company maintains an employment agreement with its Chief Executive Officer and change in control arrangements with the other NEOs. The employment agreement was intended to ensure that the CEO devotes his energy and attention to the ~~long term~~long-term interest of the shareholders. The Company does not have any employment agreements with any other NEO or employee.

Since 2009, the Company no longer enters into an employment or change in control agreement that provides for a tax indemnification payment in the event that the payment under the agreement results in additional tax liability under Section 280G of the Internal Revenue Code (a “Tax Indemnification Payment”). However, the Company maintains one legacy change in control agreement, with Mr. Gray, which was entered into in 2007, prior to 2009 change, ~~as part of his change-in-control agreements and~~ which provides for a potential Tax Indemnification Payment. For additional details, please see section titled “Potential Payments upon Termination of Employment or a Change-In-Control” of this proxy statement.

54 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Additional Compensation Information

Risk Assessment and Related Considerations

The Chief Risk Officer conducts an annual risk review of the Company’s incentive compensation plans (the short-term and long-term incentive plans) as approved by the Committee for all eligible employee within the Company. This review for ~~2020~~2021 reported that the plans fit within established risk parameters and strategic plans. Based on this risk review, the Committee concluded that the incentive compensation plans do not motivate excessive risk taking, and are not reasonably likely to have a material adverse effect on the Company.

The review determines if these plans encourage behaviors that exposed the Company to unacceptable levels of risk. The review evaluates the balance of compensation elements between cash, performance shares, restricted stock grants, fixed versus variable compensation, and long-term versus short-term compensation. The plans consider the level of potential cash incentive compensation as compared to base salary, the focus of individual and corporate goals, as well as the weighting and balance of goals, and internal controls in place to mitigate possible excessive risk taking. Additionally, the plans include mechanisms for “deferral of payment” and/or “forfeiture of payment” relating to ethical business standards and clawback policies, as approved by the Committee, under which the Company may recover and/or revoke payments of incentive compensation attributable to certain trigger events, including employee misconduct and/or financial restatement. ~~In 2020, the review included a focus on pandemic related adjustments to the management of the short-term incentive program.~~

During ~~2020~~2021 the Committee continued to reinforce its risk-based approach to total compensation in various ways, such as incenting on adjusted core profitability metrics and shareholder return, retaining ~~the~~a risk-based performance measure for Asset Quality and providing risk adjustment features that allows the Committee to reduce incentive awards in light of risk or regulatory concerns. The Committee remains committed to continuing to review and evolve compensation plans and ensure they represent sound and balanced risk management practices. The proper application of risk and governance, within the context of established strategic objectives, remain the driving factors in establishing the incentive compensation plans.

Role of the Compensation Committee, Management and Compensation Consultant

Role of the Compensation Committee.At year-end ~~2020,~~2021, the Committee consisted of ~~four~~five members, all of whom are independent.The Chairperson of the Committee regularly reports on material committee actions at Board meetings.

The Committee ensures that the total compensation paid to the senior executives is fair, reasonable and performance-based while aligning with shareholder interests. The Committee is responsible for establishing, implementing and continually monitoring all elements of compensation for the NEOs. Elements of compensation are reviewed individually and in the aggregate, including base salary, annual cash incentives, long-term incentives/equity awards, total direct compensation, and benefits and perquisites. Additionally, the Committee annually reviews its charter, philosophy and executive compensation practices, as well as industry compensation trends and best practices using market data and input from the compensation consultant.

The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resource, accounting, compensation or other advisors or consultants as it deems desirable or appropriate. The Committee has direct access to, communicates, and meets regularly with the compensation consultant independently of management.

55 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The Committee’s major duties and responsibilities are as follows:

•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

•Approve the annual Compensation Discussion and Analysis and make a Report to the Board

•Participate with the Board in matters relating to management succession

Role of Management. Although the Committee makes independent determinations on all matters related to compensation of the NEOs, certain members of management may be requested to attend or provide input to the Committee. Input may be sought from the CEO, President, Chief Human Resources and Culture Officer, Chief Financial Officer, Chief Risk Officer, Investor Relations Officer, or others to ensure the Committee has the information and perspective it needs to carry out its duties.

In particular, the Committee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance goals and annual business plan. In addition, the CEO provides the Committee summaries of senior executive officer performance and recommendations relating to their compensation. The CEO is not present when the Committee discusses his performance and decides on his compensation. The Committee meets with the CEO to present its compensation decisions and discuss the evaluation of his performance.

The EVP/Chief Human Resources and Culture Officer assists the Committee on matters of design, administration and operation of the Company’s compensation programs. The EVP/Chief Human Resources and Culture Officer may be requested, on the ~~Compensation~~ Committee’s behalf, to provide proposals or work with their independent compensation consultant to develop proposals for the Committee’s consideration. The EVP/Chief Human Resources and Culture Officer reports to the Committee directly on such matters. The Committee also receives updates from the Company’s Chief Risk Officer, Chief Financial Officer and Investor Relations Officer throughout the year as appropriate.

Although the senior executives may provide insight, suggestions or recommendations regarding senior executive compensation, they are not present during the Committee’s deliberations or vote. Only Committee members vote on decisions regarding NEO compensation. The Committee regularly meets in executive session without management present.

Role of the Compensation Consultant. The Committee has the authority to retain a compensation consultant to advise on executive compensation matters, as well as access to outside legal counsel and other experts as needed. For ~~2020,~~2021, the Committee renewed the engagement with Meridian Compensation Partners, LLC (“Meridian” or “the Consultant”) to serve as independent advisor to the Committee. During ~~2020,~~2021, Meridian ~~presented an annual education session to the Committee~~provided data, advice and counsel on executive compensation matters and responded to other ad hoc requests of the Committee.

The Consultant reported directly to the Committee and carried out its responsibilities to the Committee in coordination with the Company’s Human Resources Department, as requested by the Committee. The Committee Chair has regular contact with the Consultant outside of meetings as appropriate. The Committee has reviewed Meridian’s services and determined that Meridian is independent with respect to SEC standards, as well as Company policy, and provides no other services to the company other than compensation consulting.

56 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation and Governance Policies and Practices

Stock Ownership and Holding Guidelines. The Company maintains Stock Ownership Guidelines for its SEC-reporting senior executives and directors and all other executives, which requires the following minimum investment in Company common stock:


Independent Directors			~~Four~~Five times ~~(4.0x)~~(5.0x) annual cash retainer
President and Chief Executive Officer			Four and a half times (4.5x) annual base salary
~~President and~~ Chief Operating Officer			Three and a half times (3.5x) annual base salary
Senior ~~Executives~~Executive Vice Presidents			Two and a half times (2.5x) annual base salary
~~Executives~~Executive Vice Presidents			One and a half times (1.5x) annual base salary

Shares that satisfy the stock ownership guidelines include Company stock owned outright and restricted stock whether or not vested. Stock options are not included in calculating ownership until they are converted into actual shares owned.

Newly hired senior executives, executives, directors and current employees of the Company that first become a senior executive, executive, or director are expected to satisfy the stock ownership guidelines within five years, or such other term approved by the Committee, of the date such individual first becomes a senior executive, executive or director. In order to expedite this, a minimum of 50% of shares (net of taxes) will be required to be held upon each vesting until ownership guidelines are met. Senior executives, executives and directors that maintain sufficient stock holdings, but due to an increase in base salary, annual cash retainer, selling Company stock to cover tax withholding or for a reason approved by the Committee, no longer meet the stock ownership guidelines, shall have 18 months to acquire additional Company stock and during this term such individuals will be deemed to satisfy the ownership guidelines.

Stock ownership for senior executives, executives and directors is reviewed ~~annually as part of the annual senior executive performance evaluation process and as part of the Board review.~~annually. Share holdings are evaluated based on the average stock price for the three-year period prior to the Board’s review. These guidelines will allow for extenuating circumstances and discretion in the evaluation process and the Committee reserves the right to make exceptions as appropriate. The Committee shall be responsible for the periodic review of the policy. Any changes to the policy will require the approval of the Board of Directors. The Committee monitors ownership annually. The NEOs and directors comply with the Company’s stock ownership policy within the approved grace period to satisfy the stock ownership and holding guidelines.

Clawback Policy. As a condition to receiving incentive compensation from the Company and Berkshire Bank, each executive officer has signed an agreement whereby the executive officer agrees to reimburse the Company or Berkshire Bank an amount up to the entire incentive award made to such executive officer on the basis of having met or exceeded specific targets for performance periods if (1) the Company or Berkshire Bank is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as a result of Financial Misconduct (as determined by the members of the Board of Directors who are considered “independent” for purposes of the listing standards of the NYSE), or as may be required by applicable laws, regulations, NYSE listing standards or as further required under the Company’s policies, as adopted from time to time, or (2) the Company’s Board of Directors determines that the executive officer committed Personal Misconduct (as defined below). For purposes of this policy, (i) the term “incentive awards” means awards under the Company’s long-term and short-term incentive compensation plans, the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of the Company; (ii) the term executive officer means the CEO and executives who are eligible to receive incentive awards; and (iii) the term Personal Misconduct means fraud, commission of a felony, material violation of any written agreement with or policies of the Company or Berkshire Bank, or any other material breach of fiduciary duty injurious to the Company or Berkshire Bank.

57 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Impact of Taxation on the Form of Compensation. The Committee considers a variety of factors, including the Company’s tax position, the materiality of the payments and tax deductions involved, the objectives of the executive compensation programs and the Company’s compensation philosophy in structuring compensation programs and making compensation decisions. In general, the Company may not take an annual deduction for NEO compensation in excess of $1 million unless an exception applies.Due to the continued importance and benefit to the Company and our shareholders of awarding compensation that is structured to properly incentivize our executive officers, the 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.

The Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission, and has discussed it with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee of the Board of Directors of Berkshire Hills Bancorp, Inc.

John B. Davies, Chair

~~J. Williar Dunlaevy~~David M. Brunelle

Nina A. Charnley

William H. Hughes III

~~Cornelius D. Mahoney~~Jeffrey W. Kip

58 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

Executive Compensation

Purpose.
Performance.
Progress.

~~Life is exciting.~~
~~Let us help.~~

Summary Compensation Table

The following table provides the total compensation earned by or paid to the Named Executive Officers for the fiscal years ended December 31, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, respectively.

Name and Principal Position(1)
Year Salary ($) Bonus ($)
Stock Awards ($)(2)
Option Awards
($) Non-Equity Incentive Plan Compensation ($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(3)
($)
All Other Compensation(6) ($)
Total
($)
Sean A. Gray, Acting Chief Executive Officer 2020 621,500 — 500,027 — 201,988 — 169,938 1,493,453
2019 550,000 — 500,008 — 124,000 — 178,998 1,353,006
2018 461,225 — 300,033 — 287,448 — 104,053 1,152,759
James M. Moses, Senior Executive Vice President and Chief Financial Officer 2020 430,000 — 360,018 — 96,750 — 45,275 932,043
2019 400,000 — 250,018 — 105,000 — 38,751 793,769
2018 375,000 — 200,034 — 209,571 — 35,499 820,104
George F. Bacigalupo, Senior Executive Vice President, Commercial Banking 2020 375,000 — — — 84,375 — 80,695 540,070
2019 375,000 — 225,010 — 115,000 — 51,463 766,473
2018 350,000 — 80,006 — 195,599 — 55,425 681,030
Gregory D. Lindenmuth, Senior Executive Vice President, Chief Risk Officer(4)
2020 300,000 — 160,024 — 45,000 — 19,214 524,238
2019 300,000 — 150,016 — 36,750 — 12,949 499,715
Tami Gunsch, Senior Executive Vice President, Consumer Banking 2020 300,000 — 130,003 — 45,000 — 14,860 489,863
Richard M. Marotta, Former Chief Executive Officer 2020 465,577 — 708,750 — — — 4,126,799 5,301,126
2019 675,000 — 804,003 — 206,550 — 446,602 2,132,155
2018 542,324 — 375,032 — 381,108 — 186,013 1,484,477


Name and Principal Position(1)	Year	Salary ($)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)	All Other Compensation(4) ($)	Total ($)
Nitin J. Mhatre, President, Chief Executive Officer	2021	644,135	—	688,766	—	815,625	—	144,326	2,292,852


George F. Bacigalupo, Executive Vice President, Head of Commercial Banking	2021	375,000	—	225,007	—	253,125	—	27,943	881,075
	2020	375,000	—	—	—	84,375	—	80,695	540,070
	2019	375,000	—	225,010	—	115,000	—	51,463	766,473
Subhadeep Basu, Senior Executive Vice President, Chief Financial Officer	2021	325,808	—	100,000	—	290,250	—	13,059	729,117


Sean A. Gray, Senior Executive Vice President, Chief Operating Officer	2021	550,000	—	574,895	—	495,000	—	193,561	1,813,456
	2020	621,500	—	500,027	—	201,988	—	169,938	1,493,453
	2019	550,000	—	500,008	—	124,000	—	178,998	1,353,006
Gregory D. Lindenmuth, Executive Vice President, Chief Risk Officer	2021	300,000	—	120,006	—	135,000	—	14,648	569,654
	2020	300,000	—	160,024	—	45,000	—	19,214	524,238
	2019	300,000	—	150,016	—	36,750	—	12,949	499,715
Deborah A. Stephenson, Executive Vice President, Chief Compliance and Regulatory Officer	2021	275,000	—	110,008	—	123,750	—	13,794	522,552


James M. Moses, Former SEVP and Chief Financial Officer	2021	107,500	—	258,001	—	—	—	13,771	379,272
	2020	430,000	—	360,018	—	96,750	—	45,275	932,043
	2019	400,000	—	250,108	—	105,000	—	38,751	793,859

(1)~~The principal positions listed above represent the titles of each of the~~Messrs. Mhatre, Basu and Ms. Stephenson are Named Executive Officers ~~at Berkshire Bank,~~for the ~~wholly owned subsidiary~~first time in 2021 and, pursuant to SEC rules, compensation for prior years is not required to be reported. Mr. Moses’ 2021 salary reflects the period from January 1, 2021 through March 19, 2021, which was the date of Berkshire Hills Bancorp, Inc. The principal position of each of the Named Executive Officers at Berkshire Hills Bancorp, Inc. is as follows: Mr. Gray is Acting Chief Executive Officer, Mr. Moses is Senior Executive Vice President and Chief Financial Officer, Mr. Bacigalupo is Senior Executive Vice President and Mr. Marotta is the former President and Chief Executive Officer. Mr. Lindenmuth and Ms. Gunsch are not officers of Berkshire Hills Bancorp, Inc.his resignation.

(2)The amounts reported are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 and ~~represents~~

represent an award under the Company’s performance-based, long-term incentive compensation program. Awards consist of restricted stock, a portion of which ~~vest~~vests 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.~~awards. 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 1920 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, ~~2020.~~2021. Based on the fair value at grant date, the following are the maximum potential values of the performance shares for the ~~2020-2022~~2021-2023 performance period assuming maximum level of performance is achieved: Mr. Mhatre, $619,875; Mr. Gray, ~~$450,022; Mr. Moses, $324,004;~~$517,400; Mr. Bacigalupo ~~did not receive performance shares;~~$202,500; Mr. Lindenmuth, ~~, $145,305;~~$108,000; and Ms. ~~Gunsch, $117,000.~~Stephenson, $99,000. 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~~fair value at that date, and a breakdown for each individual is as follows:

5859 BERKSHIRE HILLS BANCORP, INC. | ~~2020~~2022 Proxy Statement

EXECUTIVE COMPENSATION

																				Number of Restricted Stock Awards Granted
Grant Date	Grant Date	Stock Price		Sean A. Gray	James M. Moses	George F Bacigalupo	Gregory B. Lindenmuth	Tami Gunsch	Richard M. Marotta	Grant Date	Grant Date Closing Price		Nitin J. Mhatre	George F Bacigalupo	Subhadeep Basu	Sean A. Gray	Gregory B. Lindenmuth	Deborah A. Stephenson	James M. Moses
January 30, 2021										January 30, 2021	$	16.58	41,542	13,571	—	34,674	7,238	6,635	15,561
April 30, 2021										April 30, 2021	$	22.40	—	—	4,465	—	—	—	—
January 30, 2020	January 30, 2020	$	29.09	17,189	12,376	—	5,500	4,469	24,364	January 30, 2020	$	29.09	—	—	—	17,189	5,500	—	12,370
January 30, 2019	January 30, 2019	$	27.91	17,915	8,958	8,062	5,375		28,807	January 30, 2019	$	27.91	—	8,062	—	17,915	5,375	—	8,958
January 30, 2018		$	37.65	7,969	5,313	2,125	—		9,961

(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 Ms. Gunsch is a Named Executive Officer for the first time in 2020 and, pursuant to SEC rules, compensation for prior years is not required to be report.

~~(5)~~Details of the amounts reported in the “All Other Compensation” column for ~~2020~~2021 are provided in the following table:


Name	Name	401(k) Employer Contribution ($)	Dividends on Restricted Stock ($)	Automobile ($)	Financial Planning ($)	Membership Fees ($)	Long-Term Care Premiums and Imputed Income on Life Insurance ($)	Long-Term Disability* ($)	Other ** ($)	Total ($)	Name	401(k) Employer Contribution ($)	Dividends on Restricted Stock ($)	Automobile ($)	Financial Planning ($)	Membership Fees ($)	Long-Term Care Premiums and Imputed Income on Life Insurance ($)	Long-Term Disability ($)	Other ** ($)	Total ($)
Nitin J. Mhatre											Nitin J. Mhatre	—	—	15,992	—	—	—	3,334	125,000	144,326
George F. Bacigalupo											George F. Bacigalupo	7,500	2,704	15,000	525	—	—	2,214	—	27,943
Subhadeep Basu											Subhadeep Basu	1,323	—	11,366	—	—	—	370	—	13,059
Sean A. Gray	Sean A. Gray	11,400	14,222	15,000	—	—	26,845	2,471	100,000	169,938	Sean A. Gray	11,600	9,057	15,000	—	—	440	2,471	154,993	193,561
Gregory D. Lindenmuth											Gregory D. Lindenmuth	11,600	2,581	—	—	—	—	467	—	14,648
Deborah A. Stephenson											Deborah A. Stephenson	11,000	2,327	—	—	—	—	467	—	13,794
James M. Moses	James M. Moses	11,400	9,428	15,000	—	6,814	—	2,633	—	45,275	James M. Moses	4,845	5,464	3,462	—	—	—	—	—	13,771
George F. Bacigalupo		9,808	53,198	15,000	475	—	—	2,214	—	80,695
Gregory D. Lindenmuth		11,400	7,347	—	—	—	—	467	—	19,214
Tami Gunsch		10,308	4,052	—	—	—	—	500	—	14,860
Richard M. Marotta		11,400	19,054	—	1,995	—	26,357	17,993	4,050,000	4,126,799

*~~Mr. Marotta’s Long Term Disability represents $206 for long term disability insurance, $9,807 for supplemental disability insurance (prorated) and $7,980 as a tax gross up payment on these amounts.~~

** The Company credited Mr. ~~Gray~~Mhatre and Mr. ~~Marotta’s~~Gray’s Supplemental Executive Retirement Agreement account balances with ~~$100,000~~$125,000 and ~~$350,000,~~$100,000, respectively, pursuant to the terms of the agreement. For Mr. Marotta, this amount includes a severance payment of $3,700,000 which was paid pursuant to a Separation Agreement entered into on August 13, 2020 between the Company, Berkshire Bank and Mr. Marotta.agreements.

60 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards

The following table provides information concerning the award opportunities granted to the Company’s NEOs in ~~2020,~~2021, and the amounts, if any, that may be paid in future years.

Estimated Future 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
(#) Grant Date
Fair Value
of Stock
and
Option
Awards(3)
($)
Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#)
Sean A. Gray 1/30/2020 — 403,975 — — — — — —
1/30/2020 — — — — — — 6,876 200,022
1/30/2020 — — — 5,157 10,313 15,470 — —
James M. Moses 1/30/2020 — 193,500 — — — — — —
1/30/2020 — — — — — — 4,951 144,025
1/30/2020 — — — 3,713 7,425 11,138 — 215,993
George F. Bacigalupo 1/30/2020 — 168,750 — — — — — —
1/30/2020 — — — — — — — —
1/30/2020 — — — — — — — —
Gregory D. Lindenmuth 1/30/2020 — 90,000 — — — — — —
1/30/2020 — — — — — — 2,201 64,027
1/30/2020 — — — 1,665 3,300 4,995 — 95,997
Tami Gunsch 1/30/2020 — 90,000 — — — — — —
1/30/2020 — — — — — — 1,788 52,013
1/30/2020 — — — 1,341 2,681 4,022 — 77,990
Richard M. Marotta 1/30/2020 — 540,000 — — — — — —
1/30/2020 — — — — — — 9,746 283,511
1/30/2020 — — — 7,310 14,619 21,929 — 425,267


		Estimated Future 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 (#)	Grant Date Fair Value of Stock and Option Awards(3) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Nitin J. Mhatre	1/30/2021	—	543,750	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	16,617	275,510
	1/30/2021	—	—	—	12,462	24,925	37,388	—	—
George F. Bacigalupo	1/30/2021	—	168,750	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	5,429	90,012
	1/30/2021	—	—	—	4,071	8,142	12,213	—	—
Subhadeep Basu	1/30/2021	—	—	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	—	—
Sean A. Gray	1/30/2021	—	330,000	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	13,870	229,965
	1/30/2021	—	—	—	10,402	20,804	31,206	—	—
Gregory D. Lindenmuth	1/30/2021	—	90,000	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	2,896	48,016
	1/30/2021	—	—	—	2,171	4,342	6,513	—	—
Deborah A. Stephenson	1/30/2021	—	82,500	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	2,654	44,003
	1/30/2021	—	—	—	1,991	3,981	5,972	—	—
James M. Moses	1/30/2021	—	—	—	—	—	—	—	—
	1/30/2021	—	—	—	—	—	—	6,225	103,211
	1/30/2021	—	—	—	4,668	9,336	14,004	—	—

(1)Amount represents awards granted for future payment to the Named Executive Officers under the Short-Term Incentive Plan (STI). ~~For 2020, the STI grant was made at target level only in recognition of the pandemic’s impact on earnings and please~~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 ~~$29.09, which was the closing price of the Company’s stock on the date of grant.~~$16.58.

61 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

EXECUTIVE COMPENSATION

Employment and Change in Control Arrangements

Employment Agreement.

~~On January 21, 2021, the~~The Company, the Bank and Mr. Mhatre entered into an employment agreement effective as of January 29, 2021 ~~in connection with his hiring as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank~~ (the “Employment Agreement”). The term of the Employment Agreement is three years and the term may be extended by mutual consent. The ~~Employment Agreement provides that~~base salary for Mr. Mhatre ~~will receive an annual base salary of $725,000, and the base salary may be increased as the Board deems appropriate.~~is $725,000. In addition to base salary, the Employment Agreement provides for, among other things, participation in bonus programs and other benefit plans and arrangements applicable to executive employees.

The Bank may terminate Mr. Mhatre’s employment for “cause” (as defined in the Employment Agreement) at any time, in which event heMr. Mhatre would have no right to receive compensation or other benefits for any period after his termination of employment. Certain events resulting in Mr. Mhatre’s termination of employment entitle him to severance benefits.In the event of Mr. Mhatre’s involuntary termination of employment without “cause” or in the event of a voluntary termination for “good reason” (as defined in the Employment Agreement), Mr. Mhatre would become entitled to a severance payment in the form of a cash lump sum equal to the base salary and the greater of (i) the average cash incentive earned in the prior three years, or (ii) the cash incentive which Mr. Mhatre would have earned during the remaining unexpired term of the agreement.In addition, heMr. Mhatre and his dependents would become entitled, at no expense to him, to the continuation of non-taxable medical and dental coverage for the remaining unexpired term of the Employment Agreement, or if the coverage is not permitted by applicable law or if providing the benefits would subject the Bank to penalties, he will receive a cash lump sum payment equal to the value of the benefits.

In the event of a “change in control” (as defined in the Employment Agreement) of the Company or Bank followed within twenty-four months by the executive’s involuntary termination of employment for a reason other than for cause or upon his voluntary termination for good reason, Mr. Mhatre would become entitled to a severance payment in the form of a cash lump sum equal to three times his base salary and three times the greater of the (i) average cash incentive earned in the prior three calendar years, or (ii) the cash incentive that would be paid at target for the fiscal year in which such termination occurs and full vesting of any equity awards.In addition, heMr. Mhatre would become entitled, at no expense to him, to the continuation of life insurance and non-taxable medical and dental coverage for thirty-six (36) months following his termination of employment, or if the coverage is not permitted by applicable law or if providing the benefits would subject the Bank to penalties, he will receive a cash lump sum payment equal to the value of the benefits.

Upon termination of the executive’s employment (other than following a change in control), heMr. Mhatre will be subject to certain restrictions on his ability to compete or to solicit business or employees of the Bank and the Company for a period of one year following his termination of employment. The Employment Agreement also includes provisions protecting the Company’s and Bank’s confidential business information. The foregoing is a summary rather than a complete description of the terms of the Employment Agreement and such description is qualified in its entirety by the Separation Agreement, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021.

Change in Control Arrangements.

The Company and Berkshire Bank entered into change in control agreements with Messrs. Gray ~~Moses,~~ and Bacigalupo. Each change in control agreement has a term of three years and is renewable annually for an additional year at the sole discretion of the boards of directors of the Company and Berkshire Bank. Mr. Basu, Mr. Lindenmuth, and Ms. ~~Gunsch~~Stephenson participate in the Berkshire Bank Enhanced Change in Control Severance Plan.See “Potential Payments Upon Termination or Change in Control” for a discussion of the benefits and payments under these agreements.

62 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

EXECUTIVE COMPENSATION

Outstanding Equity Awards at December 31, ~~2020~~2021

The following table provides information concerning unvested stock awards for each Named Executive Officer as of December 31, ~~2020.~~2021. The NEOs do not hold any stock ~~options.~~options


			Option Awards			Stock Awards					Option Awards		Stock Awards
Name	Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(7)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(7)	Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(7)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(7)
Nitin J. Mhatre									Nitin J. Mhatre	1/30/2019	—	—	—	—	—	—
										1/30/2020	—	—	—	—	—	—
										1/30/2021	—	—	16,617 (3)	472,421	24,925 (6)	706,618��
George F. Bacigalupo									George F. Bacigalupo	1/30/2019	—	—	1,075 (1)	30,562	4,837 (4)	137,516
										1/30/2020	—	—	3,619 (2)	102,888	—	—
										1/30/2021	—	—	5,429 (3)	154,346	8,142 (6)	231,477
Subhadeep Basu									Subhadeep Basu	1/30/2019	—	—	—	—	—	—
										1/30/2020	—	—	—	—	—	—
										1/30/2021	—	—	4,465 (3)	126,940	—	—
Sean A. Gray	Sean A. Gray	1/30/2018	—	—	1,328 (1)	22,735	3,985 (4)	68,223	Sean A. Gray	1/30/2019	—	—	2388 (1)	67,891	10,749 (4)	305,594
		1/30/2019	—	—	4,777 (2)	81,782	10,749 (5)	184,023		1/30/2020	—	—	4,584 (2)	130,323	10,313 (5)	293,199
		1/30/2020	—	—	6,876 (3)	117,717	10,313 (6)	176,559		1/30/2021	—	—	13,870 (3)	394,324	20,804 (6)	591,458
James M. Moses		1/30/2018	—	—	886 (1)	15,168	2,657 (4)	87,362
		1/30/2019	—	—	2,389 (2)	40,900	5,374 (5)	92,003
		1/30/2020	—	—	4,951 (3)	84,761	7,425 (6)	127,116
George F. Bacigalupo		1/30/2018	—	—	354 (1)	23,279	1,063 (4)	34,951
		1/30/2019	—	—	2,150 (2)	106,038	4,837 (5)	159,041
		1/30/2020	—	—	—	—	—	—
Gregory D. Lindenmuth	Gregory D. Lindenmuth	1/30/2018	—	—	332 (1)	5,683	—	—	Gregory D. Lindenmuth	1/30/2019	—	—	716	20,356	3,225 (4)	91,687
		1/30/2019	—	—	1,433 (2)	24,553	—	—		1/30/2020	—	—	1,467	41,707	3,300 (5)	93,819
		1/30/2020	—	—	2,201 (3)	37,681	3,300 (6)	54,926		1/30/2021	—	—	2,896	82,333	4,342 (6)	123,443

Tami Gunsch		1/30/2018	—	—	377 (1)	6,454	—	—
		1/30/2019	—	—	1,147 (2)	19,637	2,580 (5)	44,170
		1/30/2020	—	—	1,788 (3)	30,611	2,681 (6)	45,899
Richard M. Marotta		1/30/2018	—	—	—	—	—	—
		1/30/2019	—	—	—	—	—	—
		1/30/2020	—	—	—	—	—	—
Deborah A. Stephenson									Deborah A. Stephenson	1/30/2019	—	—	716 (1)	20,356	3,225 (4)	91,687
										1/30/2020	—	—	1,009 (2)	28,686	2,269 (5)	64,508
										1/30/2021	—	—	2,654 (3)	75,453	3,981 (6)	113,180
James M. Moses									James M. Moses	1/30/2019	—	—	—	—	—	—
										1/30/2020	—	—	—	—	—	—
										1/30/2021	—	—	—	—	—	—

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

~~(2)~~Remaining shares granted on January 30, 2019 will vest ratably on each January 30th through 2022.

~~(3)~~(2)Remaining shares granted on January 30, 2020 will vest ratably on each January 30th through 2023.

~~(4)~~(3)~~These~~Remaining 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~~granted on ~~the first compensation committee meeting following~~ January 30, 2021 ~~based~~will vest ratably on ~~the 2018-2020 performance period.~~each January 30th through 2024.

~~(5)~~(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 and vest on the first compensation committee meeting following January 30, 2022 based on the 2019-2021 performance period.

~~(6)~~(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, 2023 based on the 2020-2022 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, 2024 based on the 2021-2023 performance period.

(7)Computed using the fair market value of the shares based on the Company’s closing stock price of ~~$17.12~~$28.43 on December 31, ~~2020.~~2021.

63 BERKSHIRE HILLS BANCORP, INC. | ~~2021~~2022 Proxy Statement

EXECUTIVE COMPENSATION

Option Exercises and Stock Vesting

The following table provides information concerning the vesting of restricted stock awards for each Named Executive Officer, on an aggregate basis, during ~~2020.~~2021. The NEOs do not hold any stock options.


		Option Awards		Stock Awards			Option Awards		Stock Awards
Name	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Nitin J. Mhatre						Nitin J. Mhatre	—	—	—	—
George F. Bacigalupo						George F. Bacigalupo	—	—	1,429	23,693
Subhadeep Basu						Subhadeep Basu	—	—	—	—
Sean A. Gray	Sean A. Gray	—	—	4,889	142,221	Sean A. Gray	—	—	6,009	99,929
Gregory D. Lindenmuth						Gregory D. Lindenmuth	—	—	1,783	29,562
Deborah A. Stephenson						Deborah A. Stephenson	—	—	1,519	25,185
James M. Moses	James M. Moses	—	—	2,901	84,390	James M. Moses	—	—	3,731	61,860
George F. Bacigalupo (2)		—	—	12,884	169,354
Gregory D. Lindenmuth		—	—	3,299	95,968
Tami Gunsch		—	—	1,296	37,701
Richard M. Marotta		—	—	7,024	204,328


			~~N/A~~
~~(2)~~			~~Aggregate number of securities to which transaction applies:~~
			~~N/A~~
~~(3)~~			~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule~~
			~~0-11 (set forth the amount on~~ ~~which the filing fee is calculated and state how it was determined):~~
			~~N/A~~
~~(4)~~			~~Proposed maximum aggregate value of transaction: N/A~~
~~(5)~~			~~Total fee paid:~~
			~~N/A~~


~~(1)~~			~~Amount Previously Paid:~~
			~~N/A~~
~~(2)~~			~~Form, Schedule or Registration Statement No.:~~
			~~N/A~~
~~(3)~~			~~Filing Party:~~
~~(4)~~			~~N/A~~
~~(5)~~			~~Date Filed:~~
			~~N/A~~


						April ~~9, 2021~~8, 2022
						Dear Berkshire Hills Bancorp Shareholder:

						It is our pleasure to invite you to attend the ~~2021~~2022 Annual Meeting of Shareholders, which will be held virtually on ~~Thursday,~~Wednesday, May ~~20, 2021~~18, 2022 at 10:00 a.m. Eastern Time by visiting www.virtualshareholdermeeting.com/~~BHLB2021,~~BHLB2022, where you will be able to listen to the meeting live, submit questions and vote online. You will be asked to enter the 16-digit control number located on your proxy card.






CEO, Nitin J. Mhatre						Please see the Notice of Annual Meeting on the next page for more information about our meeting procedures.


						We urge you to vote your proxy online, or by telephone, or by completing and returning a proxy card by mail as soon as possible, even if you plan to attend the Annual Meeting.




						Your vote is important to us. Thank you for your attention to the enclosed materials, and for your continued support of our company.




Chairperson, ~~J. Williar Dunlaevy~~David M. Brunelle


						Nitin J. Mhatre, Chief Executive Officer



						~~J. Williar Dunlaevy,~~David M. Brunelle, Chairperson of the Board of Directors


Proxy Summary		2
	2021 Company Performance	2
	2021 Executive Compensation Highlights	4
	Shareholder Engagement and Responsiveness	5
	Environmental, Social, Governance (ESG) & Corporate Responsibility	5
Proposal 1 - Election of Directors		812
	Information Regarding Directors and Director Nominees	913
	Corporate Governance	1619
	Director Compensation	2932
Proposal 2 - Advisory (Non-Binding) Vote on Executive Compensation		3134
Compensation Discussion and Analysis		3235
	Compensation Committee Report	5758
Executive Compensation		5859
	Summary Compensation and Other Tables	5859
Proposal 3 - Ratification of the Appointment of the Independent Registered Public Accountant		6668
	Audit Committee Report	6769
Proposal 4 - Approval of the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan		69
Additional Information		6877
	Stock Ownership	6877
	Information About Voting	7180
	Other Information Relating to Directors and Executive Officers	7483
	Submission of Business Proposals and Shareholder Nominations	7685
	Shareholder Communications	7685
	Miscellaneous	7685
	Other Matters	7685
Appendix A		A-1
	~~Summary of and Reconciliation of Certain Non-GAAP Financial Measures~~Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan	A-1
Appendix B		B-1
	~~Long Term Incentive Equity Compensation Component Industry Index~~Summary of and Reconciliation of Certain Non-GAAP Financial Measures	B-1


l			Declassified Board of Directors; all director positions are up for election in ~~2021~~2022
l			Increased Board diversity and added cyber-security and additional financial expertise
l			In 2019, adopted new corporate guidelines implementing age and tenure limits to facilitate consistent Board refreshment
l			Added new relative performance measures related to total shareholder return (“TSR”) and changes in return on equity to the long-term incentive plan
l			Increased the three-year performance-based shares portion of long-term incentive compensation to 60% from 50%
l			Made changes to ~~incentive~~target performance metrics in the short-term incentive plan to better align these measures with shareholder ~~interests~~value maximization
l			Increased the focus on long-term equity compensation
l			Created a new Board-level Corporate Responsibility and Culture Committee, strengthening the Board’s oversight of human capital management and diversity, equity and inclusion initiatives


(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY ~~20, 2021:~~18, 2022: The Notice of Annual Meeting, ~~2021~~2022 Proxy Statement, ~~2020~~2021 Summary Annual Report, and ~~2020~~2021 Annual Report on SEC Form 10-K are each available at www.proxyvote.com or ir.berkshirebank.com


Human Capital*	~~Total Full Time Equivalent~~	~~1,505~~
	~~Voluntary Retention Rate~~	85	%


Diversity & Inclusion*	◦	Percent of women in workforce	6867	%
	◦	Percent of ethnic minorities in workforce	1415	%
	◦	Percent ~~disabled~~of women on the Board	25	%
	◦	Percent of ethnic minorities on the Board	33	%
	◦	Percent of women in ~~workforce~~management (officer+)	220	%
	◦	Percent of ethnic minorities in management (officer+)	4	%


	Original 2020 Annual Incentive		Reduced Opportunity
Role		Target	Maximum
Acting CEO(1)		65%	32.5%
CFO		45%	22.5%
Commercial Banking		45%	22.5%
Consumer Banking		30%	15%
Risk		30%	15%


Metric	Target Performance	Actual Performance
Core PPNR per Share	$1.41	$1.09
HMDA Minority Borrower %	10%	8%
Core Efficiency Ratio	63%	68%
Criticized Assets/Tier 1 Capital + ACLL	20%	28%
Core PPNR/Assets	1.12%	0.88%


Title	Target Long-Term Incentive Opportunity	Actual Grant
Gray – Acting CEO	80%	91%
CFO(1)	60%	90%
Head of Commercial Banking	60%	No grant
Head of Consumer Banking	40%	53%
Chief Risk Officer	40%	43%
Marotta – Former CEO	105%	105%(2)


2018 – 2020 Performance and Payout(1)
	Threshold	Target	Stretch	2018-2020 Result
Core EPS (50%)	$8.37	$8.81	$9.25	$5.71
Relative TSR (50%)	30th percentile	50th percentile	75th percentile	0% percentile
2018 – 2020 LTI Payout	50%	100%	150%	0%


	Termination for Cause ($)(1)	Termination Without Cause or for Good Reason ($)(2)	Payments Due Upon Change in Control With Termination of Employment ($)(3)	Disability($)(4)	Death($)(5)
Cash severance	—	3,806,250	3,806,250	—	—
In-kind benefits	—	63,030	65,755	42,020	—
Restricted stock vesting(8)	—	—	1,181,039	1,181,039	1,181,039
SERP(4)	—	—	2,000,000	—	—


		Sean A. Gray(1)(5)	James M. Moses(2)	George F. Bacigalupo(2)	Gregory D. Lindenmuth(2)	Tami Gunsch(2)		George F. Bacigalupo(7)	Subhadeep Basu(7)	Sean A. Gray(8)(10)	Gregory D. Lindenmuth(7)	Deborah A. Stephenson(7)
Cash severance	Cash severance	3,150,282	1,870,500	1,631,250	1,170,000	1,195,050	Cash severance	1,631,250	1,870,500	3,144,042	1,170,000	1,072,500
In-kind benefits	In-kind benefits	45,059	44,069	29,975	18,614	50,030	In-kind benefits	56,386	2,700	43,668	26,718	7,137
Restricted stock vesting~~(3)~~(8)	Restricted stock vesting~~(3)~~(8)	651,039	405,436	143,876	196,675	166,098	Restricted stock vesting~~(3)~~(8)	553,902	63,456	1,782,788	473,758	393,869
SERP~~(4)~~(9)	SERP~~(4)~~(9)	880,000	—	—	—	—	SERP~~(4)~~(9)	—	—	760,000	—	—


Fees	Fees	2020		2019		Fees	2021		2020
Audit Fees(1)	Audit Fees(1)	$	1,552,000	$	1,482,000	Audit Fees(1)	$	1,270,000	$	1,552,000
Audit-Related Fees(2)	Audit-Related Fees(2)	119,000		290,000		Audit-Related Fees(2)	91,000		119,000
Tax Fees(3)	Tax Fees(3)	249,000		274,000		Tax Fees(3)	277,000		249,000
All Other Fees	All Other Fees	—		—		All Other Fees	—		—


Key Attribute	Feature	Discussion
Equity Award Types	Stock Options, Restricted Stock and Restricted Stock Units.	The Plan provides the Company with equity award types predominately used in the marketplace to provide flexibility in meeting its compensation objectives.
Award Vesting Criteria: Performance Awards Service-Based Awards	The vesting of Awards may be subject to the achievement of performance measures as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) or subject to time-based vesting over a period of continuous service (i.e., service-based).	Based on the Compensation Committee’s evaluation of current market practices and past Company practices, it expects a portion of equity award grants under the 2022 Equity Incentive Plan will be subject to performance-based vesting. The Compensation Committee intends to continue to use a third-party independent compensation consultant in determining the vesting criteria of equity award grants.
Vesting Period	The Compensation Committee will determine the vesting schedule or performance criteria for each Award. At least 95% of the Awards under the Plan will vest no earlier than one year after the grant date.	While the Compensation Committee may set the vesting schedule or conditions, the Committee views equity awards as a longer-term compensation element.
Prohibition Against Stock Option Repricing	Neither the Compensation Committee nor the Board shall have the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the exercise price of a Stock Option previously granted under the Plan, except in the event of certain corporate transactions set forth in the 2022 Equity Incentive Plan (including stock splits, and stock dividends) or adjustments approved by the Company’s shareholders.	The Compensation Committee believes that repricing Stock Options is contrary to the objectives of Stock Options and would not be in alignment with the interest of shareholders.
Dividends on Restricted Stock Awards	Dividends paid on restricted stock awards subject to time-based vesting or performance-based vesting shall be distributed to a participant on or after the vesting date of such restricted stock award. If the restricted stock award does not vest, the participant will not receive such dividends.	The Compensation Committee believes that the timing of dividend payments is appropriately aligned with the interests of shareholders.
Acceleration of Vesting - Termination of Service due to Death and Disability	Unless otherwise specified by the Compensation Committee, Awards vest upon a participant’s termination of service due to death or Disability and Stock Options remain exercisable for one year.	The Compensation Committee believes that recognizing participant contributions and vesting Awards upon death and Disability is appropriately aligned with the interests of shareholders.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	80,400	$	25.21	536,469
Equity compensation plans not approved by security holders	—	—		—
Total	80,400	$	25.21	536,469


Name and Address	Number of Shares Owned	Percent of Common Stock Outstanding
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	~~7,508,273~~7,167,441(1)	~~14.7%~~15.0%
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355	~~5,236,947~~5,202,346(2)	~~10.3%~~10.9%
Dimensional Fund Advisors LP Palisades West Building One 6300 Bee Cave Road Austin, Texas 78746	~~3,365,540~~2,775,007(3)	~~6.6%~~5.8%


Name	Name	Number of Shares Owned (Excluding Options)(1)	Options Exercisable Within 60 Days	Total	Name	Number of Shares Owned (Excluding Options)(1)	Options Exercisable Within 60 Days	Total
Directors	Directors				Directors
Baye Adofo-Wilson	Baye Adofo-Wilson	5,685	—	5,685	Baye Adofo-Wilson	7,933	—	7,933
Rheo A. Brouillard(2)	Rheo A. Brouillard(2)	36,344	—	36,344	Rheo A. Brouillard(2)	26,311	—	26,311
David M. Brunelle(3)	David M. Brunelle(3)	11,406	—	11,406	David M. Brunelle(3)	18,654	—	18,654
Robert M. Curley		25,279	—	25,279
Nina A. Charnley					Nina A. Charnley	3,426	—	3,426
John B. Davies(4)	John B. Davies(4)	42,689	—	42,689	John B. Davies(4)	45,209	—	45,209
J. Williar Dunlaevy(5)		83,546	—	83,546
Mihir A. Desai					Mihir A. Desai	—	—	—
William H. Hughes III	William H. Hughes III	5,685	—	5,685	William H. Hughes III	7,939	—	7,939
Cornelius D. Mahoney		18,685	—	18,685
Jeffrey W. Kip					Jeffrey W. Kip	13,557	—	13,557
Sylvia Maxfield~~(7)~~	Sylvia Maxfield~~(7)~~	4,500	—	4,500	Sylvia Maxfield~~(7)~~	6,748	—	6,748
Nitin J. Mhatre	Nitin J. Mhatre	16,617	—	16,617	Nitin J. Mhatre	64,165	—	64,165
Laurie Norton Moffatt	Laurie Norton Moffatt	13,787	—	13,787	Laurie Norton Moffatt	16,035	—	16,035
Jonathan L. Shulman~~(7)~~	Jonathan L. Shulman~~(7)~~	4,750	—	4,750	Jonathan L. Shulman~~(7)~~	6,998	—	6,998
D. Jeffrey Templeton		23,776	—	23,776
Michael A. Zaitzeff(5)					Michael A. Zaitzeff(5)	1,676,498	—	1,676,498
Named Executive Officers Who Are Not Directors	Named Executive Officers Who Are Not Directors				Named Executive Officers Who Are Not Directors
George F. Bacigalupo	George F. Bacigalupo	48,280	—	48,280	George F. Bacigalupo	51,517	—	51,517
Subhadeep Basu					Subhadeep Basu	17,444	—	17,444
Sean A. Gray	Sean A. Gray	81,744	—	81,744	Sean A. Gray	88,477	—	88,477
Tami Gunsch		23,471	—	23,471
Gregory D. Lindenmuth	Gregory D. Lindenmuth	15,899	—	15,899	Gregory D. Lindenmuth	18,720	—	18,720
James M. Moses		17,989	—	17,989
Deborah Stephenson(6)					Deborah Stephenson(6)	12,382	—	12,382
All Named Executive Officers and Directors, and Nominees for Directors as a Group (18 persons)	All Named Executive Officers and Directors, and Nominees for Directors as a Group (18 persons)	480,132	—	480,132	All Named Executive Officers and Directors, and Nominees for Directors as a Group (18 persons)	2,082,013	—	2,082,013


Name	Name	Shares of Granted but Unvested Restricted Stock Held In Trust	Shares Held In Trust in the Berkshire Bank 401(k) Plan	Name	Shares of Granted but Unvested Restricted Stock Held In Trust	Shares Held In Trust in the Berkshire Bank 401(k) Plan
Directors	Directors			Directors
Baye Adofo-Wilson	Baye Adofo-Wilson	4,699	—	Baye Adofo-Wilson	4,832	—
Rheo A. Brouillard~~(2)~~	Rheo A. Brouillard~~(2)~~	4,699	—	Rheo A. Brouillard~~(2)~~	4,832	—
David M. Brunelle~~(3)~~	David M. Brunelle~~(3)~~	4,699	—	David M. Brunelle~~(3)~~	4,832	—
Robert M. Curley		4,699	—
Nina A. Charnley				Nina A. Charnley	3,034	—
John B. Davies~~(4)~~	John B. Davies~~(4)~~	4,699	—	John B. Davies~~(4)~~	4,832	—
J. Williar Dunlaevy(5)		4,699	—
Mihir A. Desai				Mihir A. Desai	—	—
William H. Hughes III	William H. Hughes III	4,699	—	William H. Hughes III	4,832	—
Cornelius D. Mahoney		4,699	—
Jeffrey W. Kip				Jeffrey W. Kip	3,121	—
Sylvia Maxfield~~(7)~~	Sylvia Maxfield~~(7)~~	4,162	—	Sylvia Maxfield~~(7)~~	4,832	—
Nitin J. Mhatre	Nitin J. Mhatre	16,617	—	Nitin J. Mhatre	22,334	—
Laurie Norton Moffatt	Laurie Norton Moffatt	4,699	—	Laurie Norton Moffatt	4,832	—
Jonathan L. Shulman~~(7)~~	Jonathan L. Shulman~~(7)~~	4,162	—	Jonathan L. Shulman~~(7)~~	4,832	—
D. Jeffrey Templeton		4,699	—
Michael Z. Zaitzeff				Michael Z. Zaitzeff	3,296	—
Named Executive Officers Who Are Not Directors	Named Executive Officers Who Are Not Directors			Named Executive Officers Who Are Not Directors
George F. Bacigalupo				George F. Bacigalupo	7,477	798
Subhadeep Basu				Subhadeep Basu	9,444	—
Sean A. Gray	Sean A. Gray	20,842	2,408	Sean A. Gray	19,532	2,523
James M. Moses		10,720	—
George F. Bacigalupo		6,504	584
Gregory D. Lindenmuth	Gregory D. Lindenmuth	5,079	5,365	Gregory D. Lindenmuth	4,955	6,827
Tami Gunsch		5,831	582
Deborah A. Stephenson				Deborah A. Stephenson	3,934	—


(Dollars in thousands)	(Dollars in thousands)	December 31, 2020			December 31, 2019			December 31, 2018			(Dollars in thousands)	December 31, 2021			December 31, 2020			December 31, 2019
GAAP Net income	GAAP Net income	$	(533,017)		$	97,450		$	105,765		GAAP Net income	$	118,664		$	(533,017)		$	97,450
Non-GAAP measures	Non-GAAP measures										Non-GAAP measures
Adj: Net loss/(gain) on securities, net	Adj: Net loss/(gain) on securities, net	7,520			(4,389)			3,719			Adj: Net loss/(gain) on securities, net	787			7,520			(4,389)
Adj: Goodwill impairment	Adj: Goodwill impairment	553,762			—			—			Adj: Goodwill impairment	—			553,762			—
Adj: Net gains on sale of business operations and assets											Adj: Net gains on sale of business operations and assets	(52,942)			(1,240)			—
Adj: Acquisition, restructuring and other	Adj: Acquisition, restructuring and other	4,599			28,046			21,671			Adj: Acquisition, restructuring and other	5,781			5,839			28,046
Adj: Loss from discontinued operations before income taxes	Adj: Loss from discontinued operations before income taxes	26,855			5,539			4,767			Adj: Loss from discontinued operations before income taxes	—			26,855			5,539
Adj: Deferred tax writedown and related expense		—			—			—
Adj: Income taxes	Adj: Income taxes	(29,342)			(7,799)			(7,102)			Adj: Income taxes	11,696			(29,342)			(7,799)
Net non-operating charges	Net non-operating charges	563,394			21,397			23,055			Net non-operating charges	(34,678)			563,394			21,397
Core net income (non-GAAP)		$	30,377		$	118,847		$	128,820
Adjusted net income (non-GAAP)											Adjusted net income (non-GAAP)	$	83,986		$	30,377		$	118,847

Total revenue		$	379,483		$	490,490		$	469,235
Total non-interest expense		863,488			336,626			310,371
Pre-tax, pre-provision net revenue (PPNR)		$	(484,005)		$	153,864		$	158,864

Total revenue from continuing operations	Total revenue from continuing operations	$	383,089		$	449,260		$	430,524		Total revenue from continuing operations	$	434,414		$	383,089		$	449,260
Total non-interest expense from continuing operations	Total non-interest expense from continuing operations	840,239			289,857			266,893			Total non-interest expense from continuing operations	285,893			840,239			289,857
Pre-tax, pre-provision net revenue (PPNR) from continuing operations	Pre-tax, pre-provision net revenue (PPNR) from continuing operations	$	(457,150)		$	159,403		$	163,631		Pre-tax, pre-provision net revenue (PPNR) from continuing operations	$	148,521		$	(457,150)		$	159,403

Total core revenue		$	389,369		$	444,871		$	433,783
Core non-interest expense		280,638			261,811			244,762
Core pre-tax, pre-provision net revenue (PPNR)		$	108,731		$	183,060		$	189,021
Total adjusted revenue											Total adjusted revenue	$	382,259		$	389,369		$	444,871
Adjusted non-interest expense											Adjusted non-interest expense	280,112			280,638			261,811
Adjusted pre-tax, pre-provision net revenue (PPNR)											Adjusted pre-tax, pre-provision net revenue (PPNR)	$	102,147		$	108,731		$	183,060

(dollars in millions, except share related data)	(dollars in millions, except share related data)										(dollars in millions, except share related data)
Total average assets - GAAP	Total average assets - GAAP	$	12,861		$	12,961		$	11,769		Total average assets - GAAP	$	12,056		$	12,861		$	12,961
Total average shareholders’ equity - GAAP	Total average shareholders’ equity - GAAP	1,421			1,694			1,546			Total average shareholders’ equity - GAAP	1,166			1,421			1,694
Total average tangible shareholders equity - GAAP											Total average tangible shareholders equity - GAAP	1,134			1,105			1,116
Total average tangible common shareholders equity - GAAP											Total average tangible common shareholders equity - GAAP	1,134			1,088			1,076
Average diluted shares outstanding - GAAP (thousands)	Average diluted shares outstanding - GAAP (thousands)	50,308			49,421			46,231			Average diluted shares outstanding - GAAP (thousands)	49,554			50,308			49,421
Earnings per share, diluted	Earnings per share, diluted	$	(10.60)		$	1.97		$	2.29		Earnings per share, diluted	$	2.39		$	(10.60)		$	1.97
Plus: Net adjustments per share, diluted	Plus: Net adjustments per share, diluted	11.20			0.43			0.50			Plus: Net adjustments per share, diluted	(0.70)			11.20			0.43
Core earnings per share, diluted		0.60			2.40			2.79
PPNR per common share, diluted		(9.62)			3.11			3.44
Core PPNR per common share, diluted		2.16			3.70			4.09
Adjusted earnings per share, diluted											Adjusted earnings per share, diluted	1.69			0.60			2.40
Performance Ratios	Performance Ratios										Performance Ratios
GAAP return on assets	GAAP return on assets	(4.15)		%	0.75		%	0.90		%	GAAP return on assets	0.98		%	(4.15)		%	0.75		%
Core return on assets		0.24			0.93			1.12
Adjusted return on assets											Adjusted return on assets	0.70			0.24			0.93
GAAP return on equity	GAAP return on equity	(37.50)			5.75			6.84			GAAP return on equity	10.18			(37.46)			5.75
Core return on equity		2.14			7.01			8.33
PPNR/assets		(3.76)			1.19			1.35
Core PPNR/assets		0.85			1.41			1.61
Adjusted return on equity											Adjusted return on equity	7.20			2.14			7.01
GAAP return on tangible common equity											GAAP return on tangible common equity	10.80			48.60			9.36
Adjusted return on tangible common equity											Adjusted return on tangible common equity	7.74			3.18			11.35
Efficiency ratio	Efficiency ratio	68.53			55.63			53.64			Efficiency ratio	69.96			68.53			55.63
Supplementary Data (dollars in thousands)
Intangible amortization		6,181			5,783			4,934
Fully taxable equivalent income adjustment		6,402			7,451			7,423


~~Ameris Bancorp~~	~~ABCB~~	~~Independent Bank Corp.~~	~~INDB~~
~~Axos Financial, Inc.~~	AX	~~Independent Bank Group, Inc.~~	~~IBTX~~
~~Banc of California, Inc.~~	~~BANC~~	~~International Bancshares Corporation~~	~~IBOC~~
~~BancFirst Corporation~~	~~BANF~~	~~Investors Bancorp, Inc.~~	~~ISBC~~
~~BancorpSouth Bank~~	~~BXS~~	~~LegacyTexas Financial Group, Inc.~~	~~LTXB~~
~~Bank of Hawaii Corporation~~	~~BOH~~	~~MB Financial, Inc.~~	~~MBFI~~
~~Bank OZK~~	~~OZK~~	~~Mercantile Bank Holding Corporation~~	~~AMTB~~
~~Banner Corporation~~	~~BANR~~	~~NBT Bancorp Inc.~~	~~NBTB~~
~~Boston Private Financial Holdings, Inc.~~	~~BPFH~~	~~Northwest Bancshares, Inc.~~	~~NWBI~~
~~Brookline Bancorp, Inc.~~	~~BRKL~~	~~OceanFirst Financial Corp.~~	~~OCFC~~
~~Cadence Bancorporation~~	~~CADE~~	~~Old National Bancorp~~	~~ONB~~
~~Capitol Federal Financial, Inc.~~	~~CFFN~~	~~Opus Bank~~	~~OPB~~
~~Cathay General Bancorp~~	~~CATY~~	~~Pacific Premier Bancorp, Inc.~~	~~PPBI~~
~~CenterState Bank Corporation~~	~~CSFL~~	~~PacWest Bancorp~~	~~PACW~~
~~Chemical Financial Corporation~~	~~CHFC~~	~~Park National Corporation~~	~~PRK~~
~~Columbia Banking System, Inc.~~	~~COLB~~	~~Pinnacle Financial Partners, Inc.~~	~~PNFP~~
~~Commerce Bancshares, Inc.~~	~~CBSH~~	~~Prosperity Bancshares, Inc.~~	PB
~~Community Bank System, Inc.~~	~~CBU~~	~~Provident Financial Services, Inc.~~	~~PFS~~
~~Customers Bancorp, Inc.~~	~~CUBI~~	~~Renasant Corporation~~	~~RNST~~
~~CVB Financial Corp.~~	~~CVBH~~	~~S&T Bancorp, Inc.~~	~~STBA~~
~~Eagle Bancorp, Inc.~~	~~EGBN~~	~~Sandy Spring Bancorp, Inc.~~	~~SASR~~
~~First Bancorp~~	~~FBP~~	~~ServisFirst Bancshares, Inc.~~	~~SFBS~~
~~First Busey Corporation~~	~~BUSE~~	~~Simmons First National Corporation~~	~~SFNC~~
~~First Commonwealth Financial Corporation~~	~~FCF~~	~~South State Corporation~~	~~SSB~~
~~First Financial Bancorp.~~	~~FFBC~~	~~TCF Financial Corporation~~	~~TCF~~
~~First Financial Bankshares, Inc.~~	~~FFIN~~	~~Texas Capital Bancshares, Inc.~~	~~TCBI~~
~~First Hawaiian, Inc.~~	~~FHB~~	~~TFS Financial Corporation (MHC)~~	~~TFSL~~
~~First Interstate BancSystem, Inc.~~	~~FIBK~~	~~TowneBank~~	~~TOWN~~
~~First Merchants Corporation~~	~~FRME~~	~~Trustmark Corporation~~	~~TRMK~~
~~First Midwest Bancorp, Inc.~~	~~FMBI~~	~~UMB Financial Corporation~~	~~UMBF~~
~~Flagstar Bancorp, Inc.~~	~~FBC~~	~~Umpqua Holdings Corporation~~	~~UMPQ~~
~~Fulton Financial Corporation~~	~~FULT~~	~~Union Bankshares Corporation~~	~~UBSH~~
~~Glacier Bancorp, Inc.~~	~~GBCI~~	~~United Bankshares, Inc.~~	~~UBSI~~
~~Great Western Bancorp, Inc.~~	~~GWB~~	~~United Community Banks, Inc.~~	~~UCBI~~
~~Hancock Whitney Corporation~~	~~HWC~~	~~United Financial Bancorp, Inc.~~	~~UBNK~~
~~Heartland Financial USA, Inc.~~	~~HTLF~~	~~Washington Federal, Inc.~~	~~WAFD~~
~~Hilltop Holdings Inc.~~	~~HTH~~	~~Webster Financial Corporation~~	~~WBS~~
~~Home BancShares, Inc.~~	~~HOMB~~	~~WesBanco, Inc.~~	~~WSBC~~
~~HomeStreet, Inc.~~	~~HMST~~	~~Western Alliance Bancorporation~~	~~WAL~~
~~Hope Bancorp, Inc.~~	~~HOPE~~	~~WSFS Financial Corporation~~	~~WSFS~~