BBT 8-K
Beacon Financial Corp (BBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Beacon Financial Corporation (the "Company") announced the retirement of Wm. Gordon Prescott as General Counsel and Corporate Secretary effective as of July 31, 2026. The Company also announced the appointment of John B. Eagan as General Counsel and Corporate Secretary effective as of August 1, 2026.
Adoption of “Good Leaver” Policy
On July 29, 2026, the Board of Directors of the Company (the “Board”) adopted an Equity Award Treatment upon Retirement Policy (the “Good Leaver Policy”). The Good Leaver Policy applies to members of the Management Committee of the Company and other key employees selected by the Compensation Committee of the Board (the “Committee”).
The Good Leaver Policy establishes general guidelines and principles with respect to the Retirement (as defined below) of eligible participants and is designed to support the Company’s succession planning and talent development strategy. Under the Good Leaver Policy, subject to satisfaction of certain requirements and Committee approval, a participant will be eligible to receive full or partial continued vesting of certain equity awards as follows:
| • | Time-based awards will continue to vest based upon the original vesting dates in the applicable award agreements. |
| • | Performance-based awards will continue to vest based upon actual performance at the end of the applicable performance period. |
| • | Awards that were granted in the year of Retirement will be prorated based on time worked by the participant during the year. |
The participant will also be required to sign a release of claims and to reaffirm or enter into to certain post-employment restrictive covenants, including non-competition, non-solicitation and confidentiality obligations, in order to retain his or her awards.
For purposes of the Good Leaver Policy, “Retirement” means a voluntary termination by a participant (i) whose age and years of continuous service equals or exceeds 65, and (ii) has completed at least 5 years of continuous service with the Company. The Committee may, in its sole discretion, determine that a participant should be deemed to have satisfied the Retirement requirement even if he or she does not satisfy the foregoing criteria.
The foregoing description of the Good Leaver Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Good Leaver Policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Exhibits | ||||
| 10.1 | Equity Award Treatment Upon Retirement (“Good Leaver”) Policy | |||
| 99.1 | Press Release of Beacon Financial Corporation, issued August 3, 2026 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| BEACON FINANCIAL CORPORATION | ||
| Date: August 3, 2026 | By: | /s/ John B. Eagan |
| John B. Eagan | ||
| General Counsel and Corporate Secretary | ||
EXHIBIT 10.1
Beacon Financial Corporation
Equity Award Treatment Upon Retirement (“Good Leaver”) Policy
| I. | Purpose |
The purpose of this policy is to establish a formal framework governing the treatment of outstanding equity awards upon retirement for eligible executives of Beacon Financial Corporation (the “Company”). This policy is intended to support orderly leadership transitions, reinforce long-term alignment with shareholders, and promote retention and risk management through continued adherence to post-employment obligations.
| II. | Scope and Eligibility |
This policy applies to members of the Management Committee of the Company and other key employees selected by the Compensation Committee of the Board of Directors (the “Committee”), as listed in Exhibit A. The Committee retains discretion to extend or limit application of this policy as it deems appropriate.
| III. | Definition of Retirement |
For purposes of this policy, “Retirement” shall mean a voluntary termination of employment by an executive who satisfies the following criteria at the time of separation:
| · | The sum of the executive’s age and years of continuous service equals or exceeds 65 (the “Rule of 65”), provided that the executive has completed at least five (5) years of continuous service. |
The Committee may, in its sole discretion, determine that an executive qualifies for Retirement notwithstanding failure to meet the foregoing criteria if such determination is in the best interests of the Company.
| IV. | Good Leaver Requirements |
To qualify for favorable equity treatment upon Retirement (“Good Leaver” status), an executive must satisfy the following conditions:
| 1. | Advance Notice: Provide written notice of Retirement at least six (6) months prior to the intended separation date (or nine (9) months in the case of the Chief Executive Officer), unless otherwise approved by the Committee. |
| 2. | Transition Plan: Submit a comprehensive transition plan, including succession and knowledge transfer components, which must be reviewed and approved by the Company. |
| 3. | Satisfactory Transition: Demonstrate, as determined by the Committee, that responsibilities have been transitioned in an orderly and effective manner. |
| 4. | Restrictive Covenants: Enter into, reaffirm, or comply with existing restrictive covenant agreements, including but not limited to non-competition, non-solicitation, and confidentiality obligations. |
| 5. | Release of Claims: Execute a general release of claims in favor of the Company in a form acceptable to the Company. |
Failure to satisfy any of the above conditions will result in forfeiture of unvested equity awards unless otherwise determined by the Committee.
| V. | Treatment of Equity Awards Upon Retirement |
Subject to satisfaction of the Good Leaver requirements and Committee approval, outstanding equity awards shall be treated as follows:
| 1. | Time-Based Awards |
| · | Unvested time-based awards shall continue to vest in accordance with their original vesting schedules following Retirement. |
| 2. | Performance-Based Awards |
| · | Vesting shall be based on actual performance through the end of the applicable performance period, without proration, unless otherwise determined by the Committee. |
| 3. | Awards Granted in Year of Retirement |
| · | Equity awards granted in the year of Retirement shall be prorated based on time worked during the year, subject to Committee approval. |
| 4. | Excluded Awards |
| · | The following awards are not eligible for continued vesting under this policy unless otherwise determined by the Committee: |
| o | Sign-on or new hire awards |
| o | Retention awards |
| o | Buy-out or make-whole awards |
| VI. | Committee Discretion |
The Committee shall have full authority to:
| · | Determine whether an executive has satisfied the conditions for Good Leaver status; |
| · | Interpret and administer this policy; |
| · | Approve exceptions to the eligibility criteria or vesting treatment where deemed appropriate; and |
| · | Forfeit or recoup awards in accordance with applicable clawback policies or legal requirements. |
| VII. | Compliance and Risk Mitigation |
Continued vesting under this policy is conditioned upon ongoing compliance with applicable restrictive covenants and Company policies. Any violation may result in immediate forfeiture of outstanding awards.
This structure supports the Company’s ability to enforce clawback provisions, as unvested awards remain subject to forfeiture.
| VIII. | Administration |
This policy shall be administered by the Committee and implemented through the Company’s equity plan and applicable award agreements, which shall reflect the terms herein.
| IX. | Effective Date |
This policy shall be effective as of July 29, 2026, subject to approval by the Board of Directors.
| X. | Reservation of Rights |
This policy does not constitute a contract of employment and may be amended, modified, or terminated by the Committee at any time, subject to applicable law and plan provisions.
Exhibit A
The following positions participate in the policy:
| · | Chief Executive Officer |
| · | Chief Banking Officer |
| · | Chief Financial and Strategy Officer |
| · | Chief Human Resources Officer |
| · | Chief Operations Officer |
| · | Chief Credit Officer |
| · | General Counsel and Corporate Secretary |
| · | Chief Marketing Officer |
| · | Regional Presidents |
EXHIBIT 99.1
Beacon Financial Corporation Appoints John B. Eagan General Counsel & Corporate Secretary
BOSTON, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Beacon Financial Corporation (NYSE: BBT) (the "Company") today announced the appointment of John B. Eagan to the role of General Counsel and Corporate Secretary of Beacon Financial Corporation and Beacon Bank. He succeeds Wm. Gordon Prescott, who retired on July 31 following a distinguished legal career and more than 18 years of service to the organization.
John B. Eagan
“This leadership transition reflects a succession plan that was established more than a year ago as part of our merger agreement and long-term integration strategy,” said Paul A. Perrault, President and Chief Executive Officer. “We are fortunate to have exceptionally strong internal talent ready to step into this critical leadership position. I have confidence in John’s ability to support our clients, colleagues and advance our long-term strategy.”
“We are deeply grateful to Gordon for his leadership, dedication and many contributions to our Company,” Perrault said. “We thank him for his service and wish him all the best in retirement.”
“I am honored to serve Beacon Financial Corporation and Beacon Bank in this new capacity,” Eagan said. “I look forward to partnering with Paul, the Board of Directors and our executive leadership team to provide thoughtful legal counsel, navigate the evolving banking landscape and continue building momentum across the organization.”
As General Counsel and Corporate Secretary, Eagan will serve as a member of the Executive Management Committee and oversee all legal affairs for the Company. He brings nearly three decades of extensive legal, regulatory and corporate governance experience to the position and has played a key leadership role throughout the Company’s integration efforts. He most recently served as Deputy General Counsel and Assistant Secretary for the Company. Prior to joining the Company through the merger between Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc., he served as General Counsel and Corporate Secretary of Washington Trust Bank in Spokane, Washington, and spent more than 15 years with People’s United Bank.
ABOUT BEACON FINANCIAL CORPORATION
Beacon Financial Corporation (NYSE: BBT) is the holding company for Beacon Bank & Trust, commonly known as Beacon Bank, a full-service regional bank serving the Northeast. Headquartered in Boston, the Company has $22.3 billion in assets and more than 145 branches throughout New England and New York. Beacon Bank offers a full suite of tailored banking solutions including commercial, cash management, asset-based lending, retail, consumer and residential products and services. The Company also provides equipment financing through its Eastern Funding subsidiary, SBA lending through its 44 Business Capital division, and private wealth services through Clarendon Private.
Media Contact:
Gary R. Levante
Chief Marketing Officer
413.447.1737
[email protected]
Investor Relations:
Carl M. Carlson
Chief Financial and Strategy Officer
617.425.5331
[email protected]
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b880984d-089c-4466-9d7a-2d388c5e0204