8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 16, 2021

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15781	04-3510455
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

60 State Street, Boston, Massachusetts	02109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BHLB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On March 18 2021, Berkshire Hills Bancorp, Inc. (the “Company”) announced the hiring of Subhadeep Basu, age 50,  as Senior Executive Vice President and Chief Financial Officer of the Company and of Berkshire Bank (the “Bank”) effective March 19, 2021.  Prior to his employment with the Company and the Bank, Mr. Basu served as Founder and Managing Partner of Miyadii Consulting, Boston, Massachusetts, which provided program management services to its clients. Prior to that, Mr. Basu served in a variety of senior positions at State Street Corporation, Boston, Massachusetts, most recently as Senior Vice President, Global Institutional Services.  Mr. Basu is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.  The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Mr. Basu’s annual base salary will be $430,000 and he will participate in the Berkshire Bank Enhanced Change in Control Severance Plan, which provides that upon an involuntary termination for a reason other than for cause, death or disability, or upon a voluntary termination for good reason in connection with or following a change in control of the Company or the Bank, the executive would be entitled to: (i) a cash severance payment equal to two times base salary and cash incentive, plus the annual cash incentive pro-rated through the date of termination, and (ii) life insurance, non-taxable medical and dental coverage substantially identical to the coverage maintained for the executive prior to termination of employment for 24 months following termination of employment, with the executive paying his share of the premiums. Severance payments will be reduced to avoid liability under Section 280G of the Internal Revenue Code of 1986, as amended, if necessary.  In addition, Mr. Basu will be eligible to participate in bonus programs and other benefit plans and arrangements applicable to executive employees.

Item 8.01 Other Events.

On March 17, 2021, the Company announced the hiring of Kevin Conn as Senior Vice President, Investor Relations & Corporate Development.  Mr. Conn brings over 30 years of experience as an institutional investor in the financial stocks, most recently as Director of Research at Hudson Executive Capital, New York. As Senior Vice President, Investor Relations & Corporate Development, Mr. Conn is responsible for leading the strategic development and execution of the investor relations program including serving as the primary investor contact, overseeing investor communications and supporting other strategic initiatives of the Company.

The full text of press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.  Not applicable.

(b) Pro Forma Financial Information.  Not applicable.

(c) Shell Company Transactions.  Not applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated March 18, 2021

99.2 Press Release dated March 17, 2021

    104.1                           The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		Berkshire Hills Bancorp, Inc.
DATE: March 18, 2021	By:	/s/ Nitin J. Mhatre
		Nitin J. Mhatre, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Berkshire Hills Bancorp, Inc. Appoints Subhadeep Basu

Chief Financial Officer

BOSTON, March 18, 2021-  Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, announced today that Subhadeep Basu was appointed Senior Executive Vice President, Chief Financial Officer of the Company and the Bank. Mr. Basu will succeed James M. Moses, who has chosen to leave the company as of March 19th to pursue other interests.

In his role as Senior Executive Vice President and Chief Financial Officer, Mr. Basu will serve as the company's top financial officer.  He will work closely with Senior Management to meet the organization's short-term and long-term objectives, regulatory requirements and evaluate current and future operating performance to enhance shareholder value, maintain and improve financial flexibility, and enhance Berkshire’s overall financial position.

"Subhadeep is a dynamic leader with extensive experience at global financial institutions, enabling change and driving growth across complex organizations and environments," stated Nitin Mhatre, CEO of Berkshire Hills Bancorp and Berkshire Bank. "He brings Berkshire a diverse set of leadership skills and a   proven track record of improving revenue and profitability through a customer-centric approach, focusing on transformation, operating model realignment and adoption of emerging technologies and digitization. His extensive experience and leadership will be instrumental in the execution of our transformational strategic plan to enhance value for all stakeholders."

Mr. Basu is a senior executive with more than 20 years of global banking, financial and risk management expertise leading transformation and growth. Prior to joining Berkshire, Mr. Basu served as Senior Vice President of Global Institutional Services at State Street. He led key strategic initiatives that helped drive business and revenue growth and enhanced client retention. He previously served as 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 in various leadership roles across Finance, Treasury, Risk, and Consumer and Commercial Banking. Mr. Basu serves as a board member and Treasurer for The Arc of Massachusetts based in Waltham, MA.

ABOUT BERKSHIRE HILLS BANCORP

Berkshire Hills Bancorp is the parent of Berkshire Bank, a community bank committed to purpose driven performance based on its Be FIRST corporate responsibility culture.  Headquartered in Boston, Berkshire operates 124 banking offices in seven Northeastern states, with approximately $12.8 billion in assets.

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions. There are many factors that could cause actual results to differ significantly from expectations

described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.

Further, given its ongoing and dynamic nature, it is difficult to predict what continued effects the novel coronavirus (COVID-19) pandemic will have on our business and results of operations. The pandemic and the related local and national economic disruption may result in a continued decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan collateral, including real estate; a greater decline in the yield on our interest-earning assets than the decline in the cost of our interest-bearing liabilities; and increased cybersecurity risks, as employees increasingly work remotely.  Accordingly, you should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.

Investor Relations Contact:	Media Contacts:
Kevin Conn, SVP, Investor Relations & Corporate Development Email: KAConn2@berkshirebank.com Tel: (617) 610-2391	John Lovallo Email: jlovallo@levick.com Tel: (917) 612-8419 Cate Cronin Email: ccronin@levick.com Tel: (202) 738-7302

Photo: Subhadeep Basu, Senior Executive Vice President, Chief Financial Officer

EX-99.2

EXHIBIT 99.2

Berkshire Hills Bancorp, Inc. Appoints Kevin Conn

SVP, Investor Relations & Corporate Development

BOSTON, March 17, 2021- Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, today announced that Kevin Conn has joined the Company as SVP, Investor Relations & Corporate Development. Conn brings over 30 years of experience as an institutional investor in financial stocks most recently as Director of Research at Hudson Executive Capital in New York.

As SVP, Investor Relations & Corporate Development, Mr. Conn is responsible for leading the strategic development and execution of the investor relations program including serving as the primary investor contact, overseeing investor communications and supporting other strategic initiatives of the Company.

"Kevin’s extensive background in equity research, strategy practice and relationship management at various institutional investors will enhance our investor relations function and build deeper relationships with our shareholders," stated Nitin Mhatre, CEO of Berkshire Hills Bancorp and Berkshire Bank."His talents are well suited to assist in driving Berkshire’s transformational strategic plan to enhance stakeholder value." 

Before joining Berkshire, Conn also held roles at MFS Investment Management in Boston, MA where he ran several financial industry portfolios, Sanford Bernstein in New York, Gemini Consultingin Cambridge, MA and JP Morgan in New York. He has years of experience in equity research, advising on strategy and investor communications.

"I am thrilled to join a community bank with a deep commitment to its values, communities, employees and shareholders,” said Conn. "Berkshire Bank is making great strides in the market and we will be able to demonstrate that a purpose-driven community-dedicated bank creates significant value for all its stakeholders."

Conn has a BA in Economics from Haverford College and an MBA from Stanford University. He resides in Newton, MA with his family. A long-time supporter of Cradles to Crayons in Boston, MA he is a former member of their Family Advisory Council.

ABOUT BERKSHIRE HILLS BANCORP

Berkshire Hills Bancorp is the parent of Berkshire Bank, a community bank committed to purpose driven performance based on its Be FIRST corporate responsibility culture.  Headquartered in Boston, Berkshire operates 124 banking offices in seven Northeastern states, with approximately $12.8 billion in assets.

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions. There are many factors that could cause actual results to differ significantly from expectations

described in the forward-looking statements. For a discussion of such factors, please see Berkshire's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov.

Further, given its ongoing and dynamic nature, it is difficult to predict what continued effects the novel coronavirus (COVID-19) pandemic will have on our business and results of operations. The pandemic and the related local and national economic disruption may result in a continued decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; an increase in our allowance for loan losses; a decline in the value of loan collateral, including real estate; a greater decline in the yield on our interest-earning assets than the decline in the cost of our interest-bearing liabilities; and increased cybersecurity risks, as employees increasingly work remotely.  Accordingly, you should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.

Investor Relations Contact:	Media Contacts:
Kevin Conn, SVP, Investor Relations & Corporate Development Email: KAConn2@berkshirebank.com Tel: (617) 610-2391	John Lovallo Email: jlovallo@levick.com Tel: (917) 612-8419 Cate Cronin Email: ccronin@levick.com Tel: (202) 738-7302

Photo: Kevin Conn, SVP Investor Relations & Corporate Development

XML

Document and Entity Information	Mar. 16, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 16, 2021
Entity Registrant Name	BERKSHIRE HILLS BANCORP INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15781
Entity Tax Identification Number	04-3510455
Entity Address, Address Line One	60 STATE STREET
Entity Address, Address Line Two	38TH FLOOR
Entity Address, City or Town	BOSTON
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	807-8190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001108134
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BHLB
Security Exchange Name	NYSE