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): January 25, 2023

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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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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 January 25, 2023, Berkshire Hills Bancorp, Inc. (the “Company”) announced the hiring of David Rosato, age 61,  as Senior Executive Vice President and Chief Financial Officer of the Company and of Berkshire Bank (the “Bank”) effective February 6, 2023.  Prior to his employment with the Company and the Bank, Mr. Rosato served as Chief Financial Officer of People’s United Financial, Inc. Prior to that, Mr. Rosato served as Treasurer of Webster Financial Corporation.  Mr. Rosato 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. Rosato’s annual base salary will be $500,000.00 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. Rosato will be eligible to participate in bonus programs and other benefit plans and arrangements applicable to executive employees.  

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	News Release dated January 25, 2023
	104.1	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: January 25, 2023	By:	/s/ Nitin J. Mhatre
		Nitin J. Mhatre President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Berkshire Hills Bancorp Names David Rosato as Senior Executive Vice President, Chief Financial Officer

BOSTON – January 25, 2023– Berkshire Hills Bancorp, Inc. (NYSE: BHLB), the parent company of Berkshire Bank, a leading socially responsible community bank with financial centers in New England and New York, announced that David Rosato, an accomplished banking executive who served most recently as Chief Financial Officer of  People’s United Financial, Inc., and prior to that as Treasurer at Webster Financial Corporation, will join Berkshire on February 6, 2023 as SEVP, Chief Financial Officer.

“We’re pleased to welcome Mr. Rosato to the Berkshire team as Chief Financial Officer. He’s a well-respected seasoned executive leader with exceptional business and financial acumen that will further bolster and accelerate Berkshire’s Exciting Strategic Transformation (BEST) program,” stated Berkshire CEO Nitin Mhatre. “Mr. Rosato’s proven track record of successfully driving profitable growth while creating long-term, sustainable value for shareholders combined with Berkshire’s differentiated brand positioning and purpose-driven offerings will further support us on our journey towards becoming a high-performing, leading socially responsible community bank,” added Mhatre.

In his role as Senior Executive Vice President and Chief Financial Officer, Mr. Rosato will serve as the company's top financial leader.  He will work closely with Senior Management to meet the organization's short 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. He will report directly to CEO Nitin Mhatre.

David Rosato

CEO Mhatre added, "In addition to welcoming Mr. Rosato, I want to thank long-time Berkshire veteran Brett Brbovic for his leadership of the finance team during the transition. Brett will continue to serve as Chief Accounting Officer, a position he has held since 2015.”

“I’m honored to join Berkshire and work alongside its talented employees to create long-term shareholder value and deliver profitable growth. Few institutions have such a long and respected history as Berkshire does helping their employees, customers, shareholders and communities reach their full potential. I look forward to collaborating with the entire team to create a best in class, leading socially responsible community bank,” stated Mr. Rosato.

About David Rosato

Mr. Rosato is a seasoned Chief Financial Officer and banking executive who brings over 35 years’ experience driving profitable growth within regional financial institutions. He spent the last 15 years with People’s United Financial, Inc., eight of which as Chief Financial Officer where he worked regularly with the board, CEO and executive management team to plan and execute strategies to drive long-term shareholder value. During his time at People’s United the Company grew from $14 billion to over $65 billion in assets. Prior to joining People’s United, Mr. Rosato worked at Webster Financial Corporation,including serving as its Treasurer, and M&T Bank Corporation. He holds an M.B.A. with a concentration in finance and a B.S. in Business and Economics from the University of Maryland and is also a Chartered Financial Analyst. Mr. Rosato is a former board member of the Federal Home Loan Bank of Boston and currently serves as a NASDAQ Exchange Board member.

ABOUT BERKSHIRE HILLS BANCORP

Headquartered in Boston, Berkshire Hills Bancorp (NYSE:BHLB) is the parent of Berkshire Bank. Founded in 1846, the Bank's vision is to be a high-performing leading socially responsible community bank. It empowers the financial potential of its stakeholders by making banking available where, when, and how it's needed through an uncompromising focus on exceptional customer service, digital banking, and positive community impact. Providing a wide range of financial solutions through its consumer banking, commercial banking and wealth management

divisions, the Bank has approximately $11.3 billion in assets and a community-based footprint of 100 financial centers in Massachusetts, New York, Vermont, Connecticut, and Rhode Island. Named one of America’s Most Trusted Companies 2022 by Newsweek, Berkshire is also listed in the Bloomberg Gender-Equality Index and a Best Place to Work for LGBTQ+ Equality. To learn more, follow us on Facebook, Twitter, Instagram, and LinkedIn.

Investor Relations Contacts

Kevin Conn, SVP, Investor Relations & Corporate DevelopmentEmail: KAConn@berkshirebank.com 
Tel: (617) 641-9206

David Gonci, Capital Markets DirectorEmail: dgonci@berkshirebank.com
Tel: (413) 281-1973

Media Contact:

Gary Levante, SVP, Corporate Responsibility & CommunicationsEmail: glevante@berkshirebank.com
Tel: (413) 447-1737

XML

Document and Entity Information	Jan. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2023
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, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	800
Local Phone Number	773-5601
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