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Beacon Financial (NYSE: BBT) sets GC succession, adopts Good Leaver policy

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beacon Financial Corporation announced a planned leadership transition, with longtime General Counsel and Corporate Secretary Wm. Gordon Prescott retiring effective July 31, 2026, and John B. Eagan assuming the General Counsel and Corporate Secretary roles on August 1, 2026. Eagan, previously Deputy General Counsel and Assistant Secretary, will join the Executive Management Committee and oversee all legal affairs for the company and Beacon Bank.

The board also adopted an Equity Award Treatment upon Retirement (Good Leaver) Policy for Management Committee members and selected key employees, designed to support succession planning and talent development. Subject to committee approval and conditions, eligible retirees may receive continued vesting of certain equity awards if they sign a release and reaffirm non‑competition, non‑solicitation and confidentiality covenants. Retirement generally requires age plus years of continuous service of at least 65 and a minimum of 5 years of continuous service, with committee discretion. Beacon Financial is a regional bank holding company with $22.3 billion in assets and more than 145 branches in New England and New York.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total assets $22.3 billion Company assets for Beacon Financial Corporation as described in its overview
Branch network more than 145 branches Branch count throughout New England and New York
Retirement eligibility threshold 65 Retirement defined as age plus years of continuous service equals or exceeds 65
Minimum continuous service for Retirement at least 5 years Required continuous service with the company for Retirement eligibility
Good Leaver Policy financial
"the Board adopted an Equity Award Treatment upon Retirement Policy (the “Good Leaver Policy”)"
Equity Award Treatment upon Retirement Policy financial
"adopted an Equity Award Treatment upon Retirement Policy (the “Good Leaver Policy”)"
post-employment restrictive covenants regulatory
"enter into to certain post-employment restrictive covenants, including non-competition, non-solicitation"
non-solicitation regulatory
"including non-competition, non-solicitation and confidentiality obligations, in order to retain"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

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FAQ

What executive leadership change did Beacon Financial (BBT) report?

Beacon Financial reported that Wm. Gordon Prescott retired as General Counsel and Corporate Secretary on July 31, 2026, and John B. Eagan became General Counsel and Corporate Secretary effective August 1, 2026, also joining the Executive Management Committee and overseeing all legal affairs.

What is Beacon Financial’s (BBT) new Good Leaver Policy?

The Good Leaver Policy is an Equity Award Treatment upon Retirement Policy for Management Committee members and selected key employees, allowing potential continued vesting of certain equity awards, subject to committee approval, a release of claims, and post-employment non‑competition, non‑solicitation and confidentiality covenants.

How does Beacon Financial (BBT) define Retirement under the Good Leaver Policy?

Retirement generally means a voluntary termination by a participant whose age plus years of continuous service equals or exceeds 65 and who has completed at least 5 years of continuous service, though the Compensation Committee may treat others as having satisfied this requirement at its discretion.

Who is covered by Beacon Financial’s (BBT) Good Leaver Policy?

The Good Leaver Policy applies to members of the Management Committee of Beacon Financial and other key employees selected by the Board’s Compensation Committee, providing guidelines for equity award treatment upon Retirement aligned with the company’s succession planning and talent development strategy.

What is the size and footprint of Beacon Financial (BBT)?

Beacon Financial is a regional bank holding company with $22.3 billion in assets and more than 145 branches across New England and New York, offering a full suite of commercial, consumer, SBA, equipment finance and private wealth banking services through its various divisions and subsidiaries.
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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):  July 29, 2026

_______________________________

BEACON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-1578104-3510455
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

131 Clarendon Street

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 425-4600

(Registrant's telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.01 per shareBBTNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

 

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.

 

Item 8.01. Other Events.

 

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.

 

Item 9.01. Financial Statements and Exhibits.

 

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, 2026By: /s/ John B. Eagan         
  John B. Eagan
  General Counsel and Corporate Secretary
  

 

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
gary.levante@beaconbank.com

Investor Relations:
Carl M. Carlson
Chief Financial and Strategy Officer
617.425.5331
carl.carlson@beaconbank.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b880984d-089c-4466-9d7a-2d388c5e0204

Filing Exhibits & Attachments

6 documents