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 TSR of +52.1% trails the peer median by only 1.3 percentage points, far below the 65-point threshold required to trigger a vote against, and no other disqualifying flags are present.
Director since 2023 with over 35 years of investment banking experience in financial services; joined within the last three years and the TSR trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; no disqualifying flags present.
Director since 2021 with extensive financial services executive experience and qualifies as an audit committee financial expert; TSR trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold.
Director since 2022 with strong finance and law academic credentials at Harvard; TSR trigger does not apply and no other disqualifying flags are present.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; no disqualifying flags present.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; no disqualifying flags present.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window, and brings extensive CFO and financial services executive experience; no disqualifying flags present.
Director since 2019 with technology and entrepreneurship experience; TSR trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold and no other disqualifying flags are present.
Director since 2020 with finance professorship credentials and chairs the Audit Committee; TSR trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold and no other disqualifying flags are present.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; chairs the Compensation Committee and brings entrepreneurial business experience.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; brings real estate and legal experience relevant to the bank's business.
President and CEO who joined the BBT board in September 2025 as part of the merger of equals; as an executive director he is subject to the same TSR trigger as all other directors, but the trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold, and his tenure began within 24 months.
Director since 2023 with public sector, legal, and real estate experience; joined within the last three years and the TSR trigger does not apply given the peer gap of only -1.3pp versus the 65pp threshold.
Director since 2023 with deep macroeconomic and banking regulatory expertise as former President of the Federal Reserve Bank of Boston; TSR trigger does not apply and no other disqualifying flags are present.
Legacy Brookline director who joined the BBT board in September 2025, well within the 24-month new-director exemption window; brings decades of community bank CEO experience directly relevant to BBT's business.
All 16 director nominees receive a FOR vote. BBT's 3-year total shareholder return of +52.1% trails the compensation peer group median by only 1.3 percentage points, far below the 65-point threshold required to trigger an against vote under our strong-positive TSR policy tier. Eight directors joined the board in September 2025 as part of the Berkshire-Brookline merger and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, independence, attendance, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Paul A. Perrault
Total Comp
$1,284,440
Prior Support
97%%
CEO Paul Perrault received total compensation of $1,284,440 for 2025, which reflects only four months of service (September through December) following the completion of the Berkshire-Brookline merger on September 1, 2025 — making a full-year benchmark comparison inappropriate and his annualized pay well within normal range for a CEO of a $2.7 billion community bank. The company's compensation structure includes meaningful variable pay through a short-term incentive plan and equity awards, a clawback policy compliant with SEC and NYSE requirements, and no problematic features such as single-trigger change-in-control benefits or tax gross-ups. Shareholders gave the prior-year program 97% support, confirming broad alignment between the pay structure and shareholder interests.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,193,000
Non-Audit Fees
$115,000
Non-audit fees paid to KPMG LLP in 2025 were $115,000 versus audit fees of $2,193,000, a ratio of approximately 5% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so no tenure trigger fires per policy. KPMG is a Big 4 firm fully appropriate for a $2.7 billion market cap regional bank.
Overall Assessment
The 2026 Beacon Financial Corporation annual meeting presents a straightforward ballot: all 16 director nominees receive a FOR vote as BBT's stock performance is well within acceptable bounds versus the community bank peer group, KPMG's non-audit fee ratio is minimal and no tenure concern is triggered, and the Say on Pay program reflects a transitional merger year with a partial-year CEO pay figure and strong structural governance features. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing