BEACON FINANCIAL CORP (BBT)
Sector: Financials
2026 Annual Meeting Analysis
BEACON FINANCIAL CORP · Meeting: May 13, 2026
Directors FOR
16
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2017 with relevant wealth management and financial services experience; BBT's 3-year return of +30.6% trails the disclosed peer median by only 7.8pp, well below the 65pp trigger threshold for strong-positive TSR, and QABA gap of -19.2pp is also well below the 65pp ETF threshold.
Director since 2023 (within the recent tenure band) with deep investment banking expertise in financial services; TSR trigger does not apply and no other policy flags are present.
Director since September 2025 (legacy Brookline), well within the 24-month new-director exemption from the TSR trigger; brings entrepreneurial and community-market perspective relevant to a community bank.
Director since 2021 with extensive financial services executive background; TSR trigger does not fire given peer gap of only -7.8pp vs. the 65pp threshold, and she qualifies as an audit committee financial expert.
Director since 2022 with strong finance and law academic credentials from Harvard; TSR trigger does not apply and no other policy flags present.
Director since September 2025 (legacy Brookline), well within the 24-month new-director exemption; brings nonprofit governance and communications experience.
Director since September 2025 (legacy Brookline), within the 24-month exemption; brings executive financial services and legal experience including prior bank board service.
Director since September 2025 (legacy Brookline), within the 24-month exemption; highly qualified with CFO and banking executive experience and qualifies as an audit committee financial expert.
Director since 2019 with technology and entrepreneurial governance experience; TSR trigger does not apply given the peer gap of -7.8pp vs. the 65pp threshold, and no other flags are present.
Director since 2020 with finance professorship and investment oversight experience; TSR trigger does not apply and she qualifies as an audit committee financial expert and chairs the Audit Committee.
Director since September 2025 (legacy Brookline), within the 24-month exemption; brings entrepreneurial business ownership and M&A integration experience.
Director since September 2025 (legacy Brookline), within the 24-month exemption; brings real estate and banking law expertise relevant to a commercial bank.
CEO and director since September 2025 (legacy Brookline), within the 24-month new-director exemption for BBT as the combined entity; long track record as a community bank CEO provides strong operational credibility.
Director since 2023 with public-sector, legal, and real estate experience as well as service on another public company board; TSR trigger does not apply and no other policy flags present.
Director since 2023 with deep macroeconomic, banking regulation, and risk management expertise from his tenure as President of the Federal Reserve Bank of Boston; TSR trigger does not apply.
Director since September 2025 (legacy Brookline), within the 24-month exemption; brings direct community bank CEO experience highly relevant to Beacon Financial's strategy.
All 16 director nominees receive a FOR vote. BBT's 3-year total return of +30.6% trails the company-disclosed compensation peer median by only 7.8 percentage points, far below the 65-point trigger threshold that applies when a company's absolute return is strongly positive (above +20%). The QABA benchmark gap of -19.2pp similarly does not reach the 65pp ETF fallback threshold. Eight of the sixteen directors joined the board in September 2025 as legacy Brookline representatives and are all within the 24-month new-director exemption from the TSR trigger. The board is 15/16 independent, has an independent chair separate from the CEO, and all committees are composed entirely of independent directors. Multiple directors qualify as audit committee financial experts.
Say on Pay
✓ FORCEO
Paul A. Perrault
Total Comp
N/A
Prior Support
97%%
CEO Paul Perrault's total reported compensation of $1,284,440 covers only four months of service following the September 1, 2025 merger closing, reflecting a partial-year annualized rate well within benchmark expectations for a CEO of a $2.5B community bank. The company's pay structure is sound: the program includes performance-based short-term incentives paid at target tied to the successful execution of a complex merger of equals, a clawback policy compliant with SEC and NYSE rules, double-trigger change-in-control protections, and the Compensation Committee has committed to resuming a full time- and performance-based equity program in 2026. Shareholders gave the prior year's compensation program 97% support, reflecting broad satisfaction with the compensation governance framework.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,193,000
Non-Audit Fees
$115,000
KPMG LLP's non-audit fees of $115,000 represent approximately 5.2% of audit fees of $2,193,000, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $2.5B market-cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under policy, and no material restatements are noted.
Overall Assessment
The 2026 Beacon Financial Corporation annual meeting presents three standard proposals: election of 16 directors, ratification of KPMG LLP as auditor, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director slate passes TSR screens comfortably, the auditor's non-audit fee ratio is minimal at ~5%, and CEO compensation reflects a partial post-merger year with a sound pay-for-performance structure and strong prior-year shareholder support of 97%.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing