DEF 14A of Eastern Bankshares, Inc., Mar 27, 2025

DEF 14A of Eastern Bankshares, Inc.

Filed Mar 27, 2025 · FY20240001193125-25-064760

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Currently, our Board of Directors is divided into three classes of directors serving staggered terms, with each class being as equal in number as possible. Directors for each class are elected at the annual meeting of shareholders held in the year in which the term for their class expires. Five directors are standing for election at the Annual Meeting. Based on the recommendation of its Nominating and Governance Committee, our Board of Directors has nominated Messrs. Holbrook, Markell, and Zelleke and Mses. Jackson and Williams for election as directors for the two-year term expiring at the 2027 annual meeting of shareholders. Messrs. Holbrook, Markell, and Zelleke and Mses. Jackson and Williams are each currently members of our Board of Directors. If any nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by our Board of Directors. We do not expect that any nominee will be unable to serve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier retirement or their resignation, death or removal in accordance with our Bylaws. In accordance with an amendment approved by our shareholders in 2022, our Articles of Organization have been amended to provide that for our annual meetings of shareholders in 2025 and 2026, the classes of directors whose terms expire at those meetings will be nominated for re-election for two- and one-year terms, respectively, and our Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders.

  2. Recommendation

    Recommendation Each of our nominees has considerable professional and business expertise. Our Board of Directors recommends a vote “FOR” each nominee based on its carefully considered judgment that the experience, qualifications, attributes and skills of each nominee qualify him or her to serve on our Board of Directors and its belief that the election of Messrs. Holbrook, Markell, and Zelleke and Mses. Jackson and Williams as directors is in the best interests of the Company. Information regarding the experience and qualifications of each of our directors, including our five director nominees, is provided below.

  3. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

  4. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    | Richard E. Holbrook | Experience | | Age 73 | Richard E. Holbrook currently serves as director and Chair Emeritus of Eastern Bank. Mr. Holbrook retired as Chair and Chief Executive Officer of Eastern Bank in 2016, having served in those roles since 2007. He also served as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. Mr. Holbrook joined Eastern Bank in 1996 as Chief Financial Officer and Executive Vice President and was named President and Chief Operating Officer of Eastern Bank and Eastern Bank Corporation in 2001. He has more than 30 years of banking experience as a commercial lender, trust officer and planning and financial manager. During his leadership at Eastern, Mr. Holbrook served as the Federal Advisor Council representative for the First Federal Reserve District, meeting quarterly to discuss business and financial conditions with the Federal Reserve Board of Governors in Washington, D.C. Mr. Holbrook also served on the Board of Directors of the Federal Reserve Bank of Boston, and on the executive committee of the Boston Chamber of Commerce. He is also the former chair of the Massachusetts Bankers Association. He received his undergraduate degree from Yale University and his MBA from Harvard Business School. | | | Qualifications | | | We believe Mr. Holbrook’s experience working in the banking industry, particularly his decades of past experience as a member of our executive management team, qualifies him to serve on our Board of Directors. |

  5. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    | Deborah C. Jackson | Experience | | Age 73 | Deborah C. Jackson, the Lead Director of Eastern Bank, has served as a director of Eastern Bank since 2000 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. She served as President of Cambridge College from 2011 through December 2023. Prior to that, Ms. Jackson served for nearly a decade as Chief Executive Officer of the American Red Cross of Eastern Massachusetts, one of the nation’s largest Red Cross units. Previously, she served as Vice President of the Boston Foundation, where she managed its $50 million grant and initiatives program. Throughout her career, Ms. Jackson has served and continues to serve on numerous commissions, task forces and boards including the Boston Green Ribbon Commission; the Mayor’s Task Force to Eliminate Racial and Ethnic Disparities in Health Care; the “City to City” program focusing on national and global best practices for urban policies; and the American Red Cross National Diversity Advisory Council. Ms. Jackson served for over 15 years on the board of the American Student Assistance Corporation, the nation’s first student loan guarantor agency; and she has served on the Boston College Carroll School of Management’s Advisory Board and the boards of Milton Academy and Harvard Pilgrim Health Care. She also served as Chairman of the Board of Directors of the Association of Independent Colleges and Universities in Massachusetts and was a board member of the New England Chapter of The National Association of Corporate Directors. In addition, Ms. Jackson served as the Chair of the Audit Committee and on the Board of Directors of the Boston Stock Exchange. She currently serves on the Boards of Directors of John Hancock Investments and the Amwell Corporation, where she has served since October 2020. Ms. Jackson also serves on the Board of Trustees of the Eastern Bank Foundation. Ms. Jackson attended Hampton University, graduated from Northeastern University with a B.A. and pursued graduate studies in urban studies and planning from the Massachusetts Institute of Technology. Ms. Jackson is also the recipient of Honorary Doctorate degrees from Curry College and Merrimack Valley College. Ms. Jackson was a fellow of the British American Project of Johns Hopkins University and previously served as a fellow of the Harvard University Advanced Leadership Institute and the Harvard University Institute for College Presidents. | | | Qualifications | | | We believe Ms. Jackson’s extensive executive, civic, community and board leadership experience qualifies her to serve on our Board of Directors. |

  6. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    | Peter K. Markell | Experience | | Age 70 | Peter K. Markell has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2006. He has been Executive Vice President and Chief Financial Officer of Brown University Health since January 2023. Until March 2021, he served as Executive Vice President of Administration and Finance, Chief Financial Officer and Treasurer for Mass General Brigham, which he had joined in 1999. Prior to that, he was a partner at Ernst & Young LLP. A Certified Public Accountant, Mr. Markell is a Boston College graduate with a B.A. in Accounting and Finance and serves on the Boston College Board of Trustees, where he has served as both Chairman of the Board and Chairman of the Finance Committee. Mr. Markell also currently serves on the Board of Directors of Huron Consulting Group Inc., where he is a member of its Audit and Technology and Information Security Committees, and CodaMetrix, a medical coding software platform. | | | Qualifications | | | We believe Mr. Markell’s extensive executive, accounting, and board leadership experience qualify him to serve on our Board of Directors. |

  7. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    | Linda M. Williams | Experience | | Age 65 | Linda M. Williams has served as a director of the Company and Eastern Bank since October 2023. She most recently served as Chief Risk and Audit Officer and Senior Vice President for Blue Cross Blue Shield of Massachusetts (“BCBS”), with oversight of strategic enterprise risk management, internal audit, and information security, from January 2017 through January 2024. She previously served as Senior Vice President and Chief Underwriter for BCBS starting in 2010 after joining the company in 2008. Prior to that, she served as a Senior Consultant with Medwise Partners, a health insurance company consulting firm, and held underwriting leadership roles for Magellan Behavioral Health and Aetna, Inc. She also serves on the Board of Directors of Morgan Memorial Goodwill Industries and as Trustee and Treasurer for the Robert F. Kennedy Children’s Action Corps. She holds a bachelor’s degree from Johns Hopkins University. | | | Qualifications | | | We believe Ms. Williams’ extensive risk management, business, and audit leadership experience qualify her to serve on our Board of Directors. |

  8. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    | Andargachew S. Zelleke | Experience | | Age 64 | Dr. Zelleke has served as a director of Eastern Bankshares, Inc. and Eastern Bank since July 12, 2024, upon the merger with Cambridge Bancorp. He was a member of the Cambridge Bancorp and Cambridge Trust Boards of Directors from October 2022 until July 12, 2024. Dr. Zelleke brings more than two decades’ experience as an educator on topics including leadership and management, negotiation, corporate governance and, more recently, US-China relations. He is presently in his 14th year as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, where he also currently serves as the Faculty Chair of HBS’ Middle East, North Africa & Central Asia Research Center. Dr. Zelleke previously served on the faculties of the Harvard Kennedy School and the University of Pennsylvania’s Wharton School. His prior leadership roles have included service as Project Director and Steering Committee member of the American Academy of Arts and Sciences’ Corporate Responsibility Project, and Co-Director of the Harvard Kennedy School’s Center for Public Leadership. Dr. Zelleke is a two-time winner of the Greenhill Award for outstanding contributions to Harvard Business School and a life member of the Council on Foreign Relations, and was co-editor of Restoring Trust in American Business (MIT Press 2005). Early in his career, he practiced corporate law in New York and Los Angeles, and taught Lawyering Skills at the UCLA School of Law. Dr. Zelleke has prior public company experience as an independent director at Innodata Inc., a global data engineering company. He received his undergraduate, law and (Organizational Behavior) doctoral degrees from Harvard University. | | | Qualifications | | | We believe that Dr. Zelleke’s expertise in corporate governance, business management and leadership qualify him to serve on our Board of Directors. |

  9. Nominees for Class II Directors for the Two-Year Term That Will Expire in 2027

    Our directors listed below are not up for election this year, and each will continue in office for the remainder of his or her specified term of office or until his or her earlier resignation, death, or removal in accordance with our Bylaws.

  10. Class III Directors Continuing in Office (Term Will Expire in 2026)

    Class III Directors Continuing in Office (Term Will Expire in 2026)

  11. Class III Directors Continuing in Office (Term Will Expire in 2026)

    | Luis A. Borgen | Experience | | Age 55 | Luis Borgen has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. From September 2019 through April 2022, he was Chief Financial Officer for athenahealth, Inc., a leading SaaS provider of healthcare software that automates and manages revenue cycle management and electronic health records for physician practices and health systems. Prior to that, he was Chief Financial Officer for Vistaprint, an e- commerce company that produces marketing products for small businesses. Previously, he served as Chief Financial Officer for two publicly traded companies: DAVIDsTEA (from 2012-2017) and DaVita Inc. (from 2010-2012). Beginning in 1997, Mr. Borgen served in increasing roles of responsibility at Staples, Inc., leading to his appointment as Senior Vice President, Finance for the U.S. Retail business. He has served on the Boards of Directors of Carter’s, Inc., since November 2021 and Synopsys, Inc., since May 2022. Mr. Borgen served in the U.S. Air Force from 1992 to 1997 and attained the rank of Captain. He holds a B.S. in Management from the United States Air Force Academy, an M.S. in Finance from Boston College and an MBA with Honors from the University of Chicago Booth School of Business. | | | Qualifications | | | We believe Mr. Borgen’s experience with financial accounting matters and oversight of the financial reporting process of public companies qualifies him to serve on our Board of Directors. |

  12. Class III Directors Continuing in Office (Term Will Expire in 2026)

    | Leon A. Palandjian | Experience | | Age 55 | Dr. Palandjian has served as a director of Eastern Bank Bankshares, Inc. and Eastern Bank since July 13, 2024, upon the merger with Cambridge Trust. He was a member of the Cambridge Bancorp and Cambridge Trust Boards of Directors from 2006 until July 13, 2024; was Lead Director of the Cambridge Bancorp and Cambridge Trust Boards from 2014 until January 2017 and was Chair of the Trust Committee at the time of the merger. Dr. Palandjian is the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, MA, with responsibility for enterprise risk management and real estate capital market oversight. He has held his current role since 2017 after managing Intercontinental Capital Management LLC’s fund-of-funds portfolio starting in 2007. Previously, he served as a Portfolio Manager at Andesite LLC, a hedge fund focused on the life sciences sector and before that as a Principal at Flagship Ventures, a life sciences venture capital company. Dr. Palandjian holds the CFA designation and his investment experience spans venture capital and private and public equity, in the life science and real estate sectors. He served as a Member of the Board of Trustees of the Mount Auburn Hospital between 2003 – 2020, and currently serves on the Advisory Board of the McCance Center for Brain Health at Mass General Brigham Hospital. He received a B.A. degree from Harvard College, and an M.D. degree from Harvard Medical School. | | | Qualifications | | | We believe that Dr. Palandjian’s extensive experience in risk management, finance and commercial real estate qualifies him to serve on our Board of Directors. |

  13. Class III Directors Continuing in Office (Term Will Expire in 2026)

    | Robert F. Rivers | Experience | | Age 60 | Robert F. Rivers has been the Executive Chair of Eastern Bankshares, Inc. and Eastern Bank since July 12, 2024, upon the merger with Cambridge Trust, and has served as the Chair of the Boards of Directors of Eastern Bankshares, Inc. and Eastern Bank since 2017. He was the Chief Executive Officer of Eastern Bank from January 1, 2017 until July 12, 2024. Mr. Rivers joined Eastern Bank in 2006 as its Vice Chair and Chief Banking Officer, becoming President in 2007, Chief Operating Officer in 2012 and an Eastern Bank director in 2015. He has also served as a trustee of Eastern Bank’s predecessor holding company, Eastern Bank Corporation, since 2007. Prior to joining Eastern, he was an Executive Vice President for Retail Banking at the former Commercial Federal Bank in Omaha, Nebraska, following 14 years at M&T Bank. Mr. Rivers is a member of the executive committee of the Greater Boston Chamber of Commerce, and is a trustee of Stonehill College. He also serves on the Board of the Lowell Plan, the Advisory Boards of the Lawrence Partnership and the JFK Library Foundation, and the Boston Women’s Workforce Council. He was appointed by the Federal Reserve Bank of Boston as its Federal Advisory Council Representative in January 2023. A leader in Boston’s business community, Mr. Rivers has been recognized as a champion for social justice issues, having led the “Yes on 3” campaign to protect the rights of members of the LGBTQ+ community. He received his undergraduate degree from Stonehill College and holds an MBA from the University of Rochester. | | | Qualifications | | | We believe that Mr. Rivers’ experience as our Board Chair and Chief Executive Officer for over seven years and now as our Executive Chair, his prior service as a senior executive officer at Eastern and other banks, and his familiarity with the communities that Eastern serves, including through his involvement with numerous non-profit organizations in the greater Boston area qualify him to serve on our Board. |

  14. Class III Directors Continuing in Office (Term Will Expire in 2026)

    | Diane S. Hessan | Experience | | Age 70 | Diane S. Hessan has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. She currently serves as Chief Executive Officer of Salient Ventures, an investment and advisory company with a portfolio of angel investments focused on technology companies, a position she has held since November 2016. Previously, she was Chief Executive Officer of Startup Institute, which is dedicated to helping people transform their careers to succeed in the innovation economy. She is also Chairman of C Space, where she was Founder and Chief Executive Officer for 14 years. C Space (formerly Communispace) is a market research company, which builds online communities to help marketers generate consumer insights. Ms. Hessan has served on the boards of Brightcove since March 2017 and DP Cap Acquisition Corp I since November 2021. Ms. Hessan also serves on the boards of Tufts University, Panera Brands, Sago, and Beth Israel Deaconess Medical Center. Ms. Hessan received her MBA from Harvard Business School and her B.A. in Economics and English from Tufts University. She has also received Honorary Doctorate degrees from Bentley University and the New England College of Business. | | | Qualifications | | | We believe Ms. Hessan’s executive experience, entrepreneurial passion and customer-centric, data driven perspective qualify her to serve on our Board of Directors. |

  15. Class III Directors Continuing in Office (Term Will Expire in 2026)

    | Cathleen A. Schmidt | Experience | | Age 65 | Ms. Schmidt has served as a director of Eastern Bank Bankshares, Inc and Eastern Bank since July 12, 2024, upon the merger with Cambridge Trust. She was a member of the Cambridge Bancorp and Cambridge Trust Boards of Directors from 2016 until July 12, 2024. Ms. Schmidt has extensive leadership experience in banking and professional services. Prior to retiring in September of 2021, she served as Chief Executive Officer at McLane Middleton Professional Association, the largest full- service law firm headquartered in Manchester, New Hampshire with offices in Massachusetts. She held that position for over eight years. Prior to that, she served as President and CEO of Citizen’s Bank New Hampshire/Vermont. In addition, she held positions at M&T Bank in upstate New York and began her career at Old Stone Bank in Providence, Rhode Island. She has a passion for the community and has served as Chair of the Business and Industry Association of New Hampshire, Chair of Granite United Way Board of Directors, and Chair of the New Hampshire Business Committee for the Arts. Ms. Schmidt received her Bachelor of Arts degree from Boston College and completed Executive Education coursework at Harvard Business School. | | | Qualifications | | | We believe that Ms. Schmidt’s experience in banking and professional services as well as her community leadership, particularly in our New Hampshire market, qualify her to serve on our Board of Directors. |

  16. Class I Directors Continuing in Office (Term Will Expire in 2027)

    Class I Directors Continuing in Office (Term Will Expire in 2027)

  17. Class I Directors Continuing in Office (Term Will Expire in 2027)

    | Richard C. Bane | Experience | | Age 69 | Richard C. Bane has served as a director of Eastern Bank since 2001 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 1996. He is the Executive Chairman of Bane Care Management LLC, which operates skilled nursing facilities and assisted living facilities in Massachusetts, where he was employed from 1984 through February 2023. Mr. Bane formerly served as Chairman of the Massachusetts Senior Care Association, the state’s largest professional provider group. He lectures frequently on many aspects of senior care services and post-acute care and is considered one of New England’s senior care industry leaders. Mr. Bane is also involved in a wide range of corporate and community service activities. Mr. Bane holds an A.B. in Economics from Dartmouth College, and an MBA from Harvard Business School. He was also awarded an Honorary Doctorate from Salem State University. | | | Qualifications | | | We believe Mr. Bane’s extensive executive management experience and civic leadership qualify him to serve on our Board of Directors. |

  18. Class I Directors Continuing in Office (Term Will Expire in 2027)

    | Joseph T. Chung | Experience | | Age 60 | Joseph T. Chung has served as a director of Eastern Bank and trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He is Chief Technology Officer and Head of AI at Rippl Care, a position he has held since April 15, 2024. He was previously co-founder and Chief Executive Officer of Kinto, a care coaching platform for family caregivers looking after loved ones with Alzheimer’s Disease and related dementias, where he served since 2019. He is also co-founder and Managing Director of Redstar Ventures, an innovative venture foundry developing a series of new companies through a topdown, market driven process, positions he has held since 2010. Prior to Kinto and Redstar, Mr. Chung was Chairman and Chief Executive Officer of Allurent and co- founder, Chairman and Chief Technology Officer of Art Technology Group, a publicly traded, global enterprise software company. Mr. Chung holds B.S. and M.S. degrees in Computer Science from the Massachusetts Institute of Technology, and he conducted his graduate work at MIT’s Media Lab. He is a Venture Partner at the Media Lab’s E14 Fund. | | | Qualifications | | | We believe Mr. Chung’s extensive expertise in innovation and technology qualifies him to serve on our Board of Directors. |

  19. Class I Directors Continuing in Office (Term Will Expire in 2027)

    | Bari A. Harlam | Experience | | Age 63 | Bari A. Harlam has served as a director of Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. Ms. Harlam is the co-founder of Trouble, LLC, a position she has held since April 2020, and has served as a member of the Boards of Directors of Aterian, Inc., since February 2020; and OneWater Marine, Inc., since May 2020. She also served on the Board of Directors for Rite Aid Corporation from August 2020 to August 2024 and Champion Petfoods, LP. From April 2018 to March 2020, Ms. Harlam served as the Chief Marketing Officer for Hudson’s Bay Company. Prior to that, she served as the Executive Vice President of Membership, Marketing, and Analytics for BJ’s Wholesale Club, beginning in 2012. Before that, she was Chief Marketing Officer at Swipely, a technology startup, and served as Senior Vice President of Marketing for CVS Health Corporation. Ms. Harlam serves on the Board of Trustees of the Eastern Bank Foundation. Ms. Harlam has also served on the faculties of The Wharton School at the University of Pennsylvania, Columbia University’s Graduate School of Business, and the University of Rhode Island. She received her B.S., M.S., and Ph.D. from the University of Pennsylvania, The Wharton School of Business. Her work has been published in a variety of journals including Marketing Science, Journal of Marketing Research, and the Journal of Business Research. | | | Qualifications | | | We believe Ms. Harlam’s extensive marketing and analytics expertise qualifies her to serve on our Board of Directors. |

  20. Class I Directors Continuing in Office (Term Will Expire in 2027)

    | Marisa J. Harney | Experience | | Age 67 | Marisa J. Harney has served as a director of Eastern Bankshares, Inc. and Eastern Bank since October 2023. She most recently served as Executive Vice President and Chief Credit Officer of First Citizens BancShares, Inc. and its bank subsidiary First-Citizens Bank & Trust Company (collectively, “First Citizens”) from January 2022 through March 2023. She previously served as Executive Vice President and Chief Credit Officer of CIT Group Inc. and CIT Bank, N.A. (“CIT”), from 2018 through January 2022, when CIT merged with First Citizens, and as CIT’s Chief Credit Officer prior to that. Her 42 years of banking experience also includes roles as Chief Risk Officer of GE Capital Americas and Head of Corporate Credit Risk of the Americas for Bank of America, as well as senior credit risk positions with Credit Suisse First Boston, JPMorgan Chase & Co., and Bankers Trust Company. She holds an MBA from the New York University Stern School of Business and a bachelor’s degree in finance from Fordham University. | | | Qualifications | | | We believe Ms. Harney’s extensive banking and risk management leadership experience qualify her to serve on our Board of Directors. |

  21. Class I Directors Continuing in Office (Term Will Expire in 2027)

    | Denis K. Sheahan | Experience | | Age 60 | Denis K. Sheahan has served as the Chief Executive Officer and a director of Eastern Bankshares, Inc. and Eastern Bank since July 12, 2024. He previously served as the Chairman, President and Chief Executive Officer of Cambridge Bancorp and Cambridge Trust Company from 2015 until its 2024 merger with Eastern. Prior to joining Cambridge Trust Company in April 2015, Mr. Sheahan spent 19 years at Independent Bank Corp. and Rockland Trust where he served as Chief Financial Officer and Chief Operating Officer. Prior to that, Mr. Sheahan served as Vice President of Finance for BayBanks, Inc. Mr. Sheahan currently serves as a trustee of the Cambridge Community Foundation; as a board member of the Massachusetts Bankers Association; as an advisory board member of the Rian Immigrant Center; and as a board member and Treasurer for the Cambridge YMCA. He previously served as Secretary/Treasurer and Chair of the Finance Committee of the Board of the Massachusetts Housing Partnership, as a member of the Federal Reserve Bank of Boston’s Community Depository Institutions Advisory Council and as a board member and Board Chair of the Old Colony YMCA in Brockton, Massachusetts. Mr. Sheahan is a graduate of the Cork Institute of Technology, Cork, Ireland, and received an MBA from Boston University. | | | Qualifications | | | We believe Mr. Sheahan’s extensive executive banking experience, particularly as Chairman and CEO of Cambridge Trust for nine years, as well as his community leadership and engagement in the communities Eastern serves, qualify him to serve on our Board. |

  22. Certain Relationships and Related Party Transactions

    | • | Executive and director compensation; |

  23. Leadership Built for Growth

    | • | Mr. Sheahan. Mr. Sheahan’s compensation includes an initial annual base salary of $800,000, a Management Incentive Plan (“MIP”) target award opportunity of 90% of his annual base salary, and an Equity Long-Term Incentive Plan (“LTIP”) target award opportunity of 135% of his annual base salary. His 2024 target Equity LTIP award was granted using a mix of 60% Performance Share Units (“PSUs”) and 40% time-based Restricted Stock Units (“RSUs”)—consistent with the design of annual equity grants described below. Mr. Sheahan is eligible to participate in the Company’s employee benefits and retirement programs. He has entered into a double trigger change in control agreement with the Company. As previously disclosed, in March 2025, Mr. Sheahan received a one-time equity award of RSUs with a grant date fair value of $2.3 million that vests pro-rata over a five-year period, subject to continued employment. This one-time award is part of the Cambridge Trust merger agreement—it offsets the loss of Mr. Sheahan’s Cambridge Trust Supplemental Executive Retirement Plan (“SERP”) benefits (following the freezing of his SERP (“Frozen SERP”)) and reflects the importance of his leadership in ensuring a smooth integration, talent and customer retention and continued success post-merger. |

  24. Leadership Built for Growth

    | • | Mr. Rosato. Mr. Rosato’s compensation includes an initial annual base salary of $550,000, a MIP target award opportunity of 65% of his annual base salary, and an Equity LTIP target award opportunity of 100% of his annual base salary. His 2024 target Equity LTIP award was granted using a mix of 60% PSUs and 40% RSUs—consistent with the design of annual equity grants described below. Mr. Rosato is eligible to participate in the Company’s employee benefits and retirement programs. He has entered into a double trigger change in control agreement with the Company. The CHCM Committee also approved a one-time, new-hire equity grant of RSUs in the amount of $350,000, which vests annually in three equal tranches, subject to continued employment which was provided to offset equity he forfeited to join Eastern. This award will be forfeited if he were to resign from Eastern and would be subject to accelerated vesting if the Company terminates Mr. Rosato’s employment, other than for cause, in the first two years of his employment. He also received a one-time, cash award of $200,000 as part of his new hire package which was provided to offset his forfeited annual incentive award. |

  25. 2024 Compensation Highlights

    2024 Compensation Highlights Our compensation program includes three main elements: base salary, annual cash incentives (as part of our MIP) and long-term equity compensation (granted pursuant to our Equity LTIP). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual cash incentives reward the achievement of annual goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. After several years of keeping target incentive award opportunities under the LTIP unchanged, and prior to the Cambridge merger, the CHCM Committee adjusted the incentive targets of the NEOs to better align them with the market, as reflected below. In addition, the CHCM Committee approved LTIP target award opportunities to Messrs. Sheahan and Rosato of 135% and 100% of base salary, respectively. Notably, Mr. Rivers’ total compensation has decreased by 38% since 2022, as further detailed in the 2024 Summary Compensation Table, from $6,743,680 in 2022 to $4,186,137 in 2024. Based on our performance and consistent with the design of our program, the CHCM Committee made the following executive compensation decisions for fiscal year 2024 (see “Our 2024 Executive Compensation Program in Detail” within this CD&A section for more information):

  26. 2024 Compensation Highlights

    | Executive Officer | 2023 MIP Target Award Opportunity (as a % of Salary) | 2024 MIP Target Award Opportunity (as a % of Salary) | | Robert F. Rivers | 90% | 100% | | Quincy L. Miller | 60% | 75% | | Kathleen C. Henry | 45% | 60% | | James B. Fitzgerald | 60% | 75% |

  27. 2024 Compensation Highlights

    | Equity LTIP (Long-Term Incentives) | • Annual equity grants: To continue to strengthen alignment with shareholders, the CHCM Committee placed a heavier emphasis on performance-based equity for the NEOs. The mix for annual equity awards under the Equity LTIP changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs. As noted above, equity LTIP targets had not been adjusted for several years, accordingly, the CHCM Committee increased equity LTIP targets in 2024 to align them with market. • For PSUs granted in 2024, performance is based on the Company’s total shareholder return (“TSR”) relative to the KRX Banks (1) over the three-year performance period (January 1, 2024-December 31, 2026). If the Company’s relative performance is below the threshold achievement level, no PSUs will be earned. Furthermore, if the Company’s absolute TSR is negative over the performance period, any earned payout will be capped at target. RSUs will vest in equal installments over a three-year period tied to the anniversary of the grant date, March 1, 2024. • PSUs Earned and Vested in 2024: For the January 1, 2022 - December 31, 2024 performance period, the NEOs earned 75% of their target PSUs. No PSUs were earned for relative TSR performance (below the 25th percentile), while 150% of target PSUs were earned for relative EPS growth (76th percentile performance). |

  28. 2024 Compensation Highlights

    | Executive Officer | 2023 Equity LTIP Target Award Opportunity (as a % of Salary) | 2024 Equity LTIP Target Award Opportunity (as a % of Salary) | | Robert F. Rivers | 100% | 150% | | Quincy L. Miller | 60% | 115% | | Kathleen C. Henry | 40% | 60% | | James B. Fitzgerald | 60% | 100% |

  29. Principal Elements of Compensation

    | Element | How it is Paid | Key Objectives | | Base Salary | Cash (Fixed) | Driven primarily by a NEO’s demonstrated value to the Company and market competitiveness, base salaries are reviewed annually and are set to attract and retain highly skilled, talented executives. | | MIP | Cash (Variable) | Incentivizes a NEO to achieve short term (annual) financial and strategic goals, with a pool funded by Company performance on key metrics determining award size, along with individual targets and performance. | | Equity LTIP | PSUs RSUs (Variable) | Provides incentives for NEOs to execute on longer-term financial goals that drive shareholder value creation and support the Company’s talent retention objectives. |

  30. The Decision-Making Process

    The Decision-Making Process The Role of the Compensation and Human Capital Management Committee. The CHCM Committee is composed entirely of non-employee directors who meet the Nasdaq standards for independence, including the heightened standards applicable to compensation committee members. The CHCM Committee oversees executive compensation of our executive officers, including our NEOs. The CHCM Committee regularly reviews the structure of our executive compensation program to ensure it aligns with Company strategy, philosophy, market practices, risk tolerance and the interests of our shareholders. The CHCM Committee reviews compensation and performance of peer companies (detailed below) as it considers executive compensation. The CHCM Committee’s specific responsibilities are set forth in its charter, which can be found on the Company’s Investor Relations website at investor.easternbank.com under “Governance Documents” in the “Corporate Governance” section. The CHCM Committee approves all NEO compensation, other than that of our Executive Chair and CEO, including base salary, annual incentives and long-term incentives. The CHCM Committee also recommends our Executive Chair and CEO’s compensation, which is approved by the independent members of the Board. The Role of Management. Select senior members of our management team attend regular meetings of the CHCM Committee at which executive compensation, Company performance, peer group, market and competitive compensation levels and compensation policies and practices are discussed, including in executive session without management members present. However, only members of the CHCM Committee vote on decisions about compensation for our NEOs (other than our Executive Chair and CEO), and the independent members of our Board of Directors vote on our Executive Chair and CEO’s compensation. Our Executive Chair and CEO are not involved in decisions or deliberations about their own compensation. The Role of Our Independent Compensation Consultant. The CHCM Committee has the authority to engage its own advisors to assist it in carrying out its responsibilities. As part of its oversight of executive compensation and director compensation, the CHCM Committee seeks input from its independent compensation consultant. In connection with 2024 executive compensation decisions, the CHCM Committee engaged Pearl Meyer to advise the CHCM Committee on the amount and form of executive compensation. The independent compensation consultant reports directly to the CHCM Committee and does not provide any other services to the Company. The CHCM Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq listing rules. Based on this review and in reliance upon a letter from the firm confirming its independence based on factors set forth in the Nasdaq rules for compensation committee advisors, the CHCM Committee determined that Pearl Meyer is an independent advisor. The Role of Peer Market Data. We believe that a competitive pay package is a critical tool in our efforts to attract and retain qualified executives. The CHCM Committee’s goal is to ensure that we continue to measure our compensation practices against organizations similar to us in size and scope that compete with us for key executives, which are considered important benchmarks in our industry. The CHCM Committee uses a criteria-based approach in selecting peer companies. The criteria include banks and thrifts on a national exchange, geography (U.S.-based and major metropolitan areas), financial institutions of similar size (assets and revenue ranging from 0.5x to 2.0x the Company’s size), similar loan and business mix, and comparable market capitalization. For purposes of setting 2024 compensation levels, our compensation peer group included the following 21 companies, all of which were publicly traded commercial banks at the time of their selection to our peer group:

  31. The Decision-Making Process

    | 2024 Compensation Peer Group | | | | Ameris Bancorp | Fulton Financial Corporation | Simmons First National Corporation | | Atlantic Union Bankshares Corporation | Glacier Bancorp, Inc. | SouthState Corporation | | Bank OZK | Independent Bank Corp. | TrustMark Corporation | | BankUnited, Inc. | Independent Bank Group, Inc. | United Bankshares, Inc. | | Cathay General Bancorp | Pacific Premier Bancorp, Inc, | United Community Banks, Inc. | | First Financial Bancorp | PacWest Bancorp, Inc. | Washington Federal, Inc. | | F.N.B. Corporation | Pinnacle Financial Partners, Inc. | WSFS Financial Corporation |

  32. Management Incentive Plan (“MIP”)

    Management Incentive Plan (“MIP”) The MIP provides for the payment of annual cash incentive awards to the Company’s PEO, its other NEOs, members of its management committee, and select management employees (“Participants”). The CHCM Committee believes the MIP further aligns its executive officers’ incentives with shareholder value creation. Each year, a Participant is assigned a target award opportunity as a percentage of base salary, based in part on job responsibilities and market data. Actual award payouts are determined by measurement against one or more corporate performance measures and individual performance, as appropriate, and may range between 0% and 150% of target. Company performance measures are approved by the CHCM Committee, and performance goals with respect to such performance measures are established by the Board of Directors. Individual performance is determined by the CHCM Committee for NEOs and by the Board of Directors for the Executive Chair and CEO. MIP Target Award Opportunities. The annual target award opportunities for the NEOs in 2024 are set forth below.

  33. Management Incentive Plan (“MIP”)

    | Named Executive Officer | Fiscal Year 2024 Salary | MIP Target Award Opportunity (as a % of Salary) (1) | MIP Target Award Opportunity ($) | | Robert F. Rivers | $995,000 | 100% | $995,000 | | Denis K. Sheahan (2) | $800,000 | 90% | $720,000 | | Quincy L. Miller (3) | $650,000 | 75% | $487,500 | | David Rosato (2) | $550,000 | 65% | $357,500 | | Kathleen C. Henry | $480,000 | 60% | $288,000 | | James B. Fitzgerald | $610,000 | 75% | $457,000 |

  34. Management Incentive Plan (“MIP”)

    | (1) For purposes of MIP calculations, “Base Salary” generally refers to a NEO’s year-end base salary rate. |

  35. Management Incentive Plan (“MIP”)

    | (2) Any earned MIP awards for 2024 performance will be prorated based on Messrs. Sheahan’s and Rosato’s dates of hire. |

  36. Management Incentive Plan (“MIP”)

    | (3) Mr. Miller’s 2024 MIP award will be prorated based on his salary rates prior to and following his July promotion. |

  37. Management Incentive Plan (“MIP”)

    MIP Funding Pool. All awards are paid from a funding pool. The target funding pool (“Target Funding Pool”) is an amount equal to the sum of all Participants’ target awards for the year. After the end of the year, the CHCM Committee determines performance against the applicable company performance measures including whether minimum performance thresholds have been met. The funding pool from which awards under the MIP (“MIP Awards”) are actually paid (“Actual Funding Pool”) is an amount that is based on the Target Funding Pool but is adjusted to reflect the Company’s performance against the company performance measures for such year. Individual MIP Awards are paid out of the Actual Funding Pool. The MIP Awards for the Company’s NEOs (other than the Executive Chair and CEO) are approved by the CHCM Committee, with input from the Executive Chair and CEO. MIP Awards for the Executive Chair and CEO are approved by the independent members of the Board of Directors. The CHCM Committee and the independent members of the Board, as appropriate, have discretion to modify the individual MIP payouts to executives based on their individual performance. 2024 Company Performance Measure and Results. For 2024, the CHCM Committee approved Operating Net Income as the sole company performance measure under the MIP. The CHCM Committee chose Operating Net Income because it believes that it provides a useful metric for measuring and understanding the Company’s core earnings performance. Considering the pending acquisition at the time 2024 performance goals were established, the CHCM Committee determined that Operating Net Income (rather than GAAP Net Income, the measure used in prior years), which removes the impact of non-core items, provided a clearer and more transparent view of management’s execution against core earnings objectives established at the beginning of the year and improved year-over-year comparability. Excluding these non-core items facilitates greater visibility for investors into our core business as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures. The CHCM Committee established the 2024 Operating Net Income target at $180.5 million, representing a 6% increase over 2023 Operating Net Income results of $163.2 million, reinforcing our commitment to accountability and disciplined growth. Linear interpolation is used for performance between threshold and maximum. Performance below threshold results in no award payouts under the MIP. The following table shows the financial performance requirements established by the CHCM Committee to fund the MIP pool at threshold (50% of Target Funding Pool), target (100%), and maximum (150%), along with actual results for 2024:

  38. Management Incentive Plan (“MIP”)

    | | Performance Range | | | | | | Threshold | Target | Maximum | Actual Results | | Operating Net Income* | $144.4 M | $180.5 M | $225.6 M | $192.6 M | | Funding as a % of Target | 50% | 100% | 150% | 113% |

  39. Management Incentive Plan (“MIP”)

    | * For a complete reconciliation of Operating Net Income for 2024 and 2023, see page 53 in our 10-K filed on February 27, 2025. |

  40. Management Incentive Plan (“MIP”)

    As described above in the “Business Overview” section of this CD&A, 2024 Operating Net Income results were $192.6 million, resulting in an Actual Funding Pool of 113% of target. This represents a year-over-year increase of $29.4 million, or 18%, compared to 2023 Operating Net Income of $163.2 million, reflecting strong performance and growth in our core operations. 2024 MIP Award Payouts. The table below summarizes the 2024 MIP awards earned by each of the NEOs. As reflected below, the majority of NEOs received awards based on the Actual Funding Pool of 113% of target.

  41. Management Incentive Plan (“MIP”)

    | Named Executive Officer | MIP Award Earned in 2024 ($) (1) | MIP Award as % of Target Award | | Robert F. Rivers | $1,124,350 | 113% | | Denis K. Sheahan (2) | $406,800 | 113% | | Quincy L. Miller (3) | $531,494 | 113% | | David Rosato (2) | $167,771 | 113% | | Kathleen C. Henry | $403,200 | 140% | | James B. Fitzgerald | $516,975 | 113% |

  42. Management Incentive Plan (“MIP”)

    | (1) For purposes of MIP calculations, “Base Salary” refers to a NEO’s year-end base salary rate. |

  43. Management Incentive Plan (“MIP”)

    | (2) Earned MIP awards were prorated based on Messrs. Sheahan’s and Rosato’s dates of hire. |

  44. Management Incentive Plan (“MIP”)

    | (3) Mr. Miller’s MIP award was prorated using his salary of $610,000 for the period of January 1 through July 12, 2024, and his salary of $650,000 effective July 13, 2024 due to his promotion to President & COO on July 13, 2024. |

  45. Management Incentive Plan (“MIP”)

    | (4) The CHCM Committee increased the MIP award to Ms. Henry from 113% to 140% of target to recognize her individual performance, including her exceptional leadership and critical contributions related to the Cambridge merger, as permitted by the MIP. |

  46. Long-Term Equity Compensation (“Equity LTIP”)

    Long-Term Equity Compensation (“Equity LTIP”) Equity LTIP awards for 2024 were structured to reflect the CHCM Committee’s commitment to putting forth a long-term incentive program that incentivizes executives to execute on longer-term financial goals that drive shareholder value creation and supports the Company’s leadership retention objectives. Equity LTIP awards are delivered using a mix of performance-based and time-based equity vehicles. Following vesting, shares are delivered net of any shares withheld to meet the recipient’s tax obligations. The 2024 awards were structured with an increased emphasis on performance shares, as follows:

  47. Long-Term Equity Compensation (“Equity LTIP”)

    | Equity Vehicle | Weight (at Target) | Design At-A-Glance | | | | Performance Shares Units (PSUs) | 60% | • Rewards achievement of financial goals measured over a three-year performance period (January 1, 2024 - December 31, 2026) and puts appropriate focus on long-term alignment and pay relative both to market peers and shareholder returns. • Performance is measured based on the Company’s total shareholder return (“TSR”) relative to the KRX Banks* over the performance period. • The number of earned PSUs can range between 25% (threshold) and 150% (maximum) of the target award. If the Company’s performance is below the threshold achievement level, no PSUs will be earned • If the Company’s absolute TSR is negative over the performance period, any earned payout will be capped at target regardless of relative performance rating. | | | | | | Performance Level (Relative Ranking) | | PSUs Earned at the End of the Performance Period (% of Target) | | | | Less than 25th Percentile | Below Threshold | —% | | | | 25th Percentile | Threshold | 25% | | | | 50th Percentile | Target | 100% | | | | 75th Percentile or Higher | Maximum | 150% | | | | Note: Payouts are linearly interpolated for performance between threshold and maximum. | | | | Restricted Stock Units (RSUs) | 40% | RSUs will vest in equal installments over a three-year period tied to the anniversary of the grant date, March 1, 2024. | | |

  48. Long-Term Equity Compensation (“Equity LTIP”)

    The table below shows the target Equity LTIP award values granted in fiscal year 2024 for each of the NEOs:

  49. Long-Term Equity Compensation (“Equity LTIP”)

    | Named Executive Officer | Fiscal Year 2024 Salary | Target Award Opportunity (as a % of Salary | PSUs (at Target) | RSUs | LTI Target Award Opportunity ($)(1) | | Robert F. Rivers | $995,000 | 150% | $895,000 | $597,000 | $1,492,000 | | Denis K. Sheahan | $800,000 | 135% | $648,000 | $432,000 | $1,080,000 | | Quincy L. Miller | $650,000 | 115% | $448,500 | $299,000 | $747,500 | | David Rosato (2) | $550,000 | 100% | $330,000 | $220,000 | $550,000 | | Kathleen C. Henry (3) | $480,000 | 60% | $172,800 | $115,200 | $288,000 | | James B. Fitzgerald (3) | $610,000 | 100% | $366,000 | $244,000 | $610,000 |

  50. Long-Term Equity Compensation (“Equity LTIP”)

    | (1) Actual award amounts for PSUs (at target) and RSUs for Messrs. Rivers, Miller, Fitzgerald and Ms. Henry were determined based on the closing price of Company common stock on the grant date of March 1, 2024, which was $12.81 per unit. Actual award amounts for PSUs (at target) and RSUs for Messrs. Sheahan and Rosato were determined based on the closing price of Company common stock on the grant date of September 3, 2024, which was $16.73 per unit. The stock award values shown in the Summary Compensation table vary slightly from the above due to, as shown in the Summary Compensation Table, (i) actual units granted were in whole units only and (ii) award amounts for PSUs related to TSR performance were determined using the Monte Carlo valuation model, except for certain off-cycle, one-time PSU awards granted in September 2024 to each of Messrs. Sheahan (in |

  51. Long-Term Equity Compensation (“Equity LTIP”)

    | connection with the closing of the Cambridge merger) and Rosato (in connection with the commencement of Mr. Rosato’s employment). The valuation of these one-time PSU grants was determined at the time of grant by management, consistent with the requirements of ASC 718, based upon the Company’s experience generally valuing similar equity awards but without the Company relying on a separate Monte Carlo valuation. |

  52. Long-Term Equity Compensation (“Equity LTIP”)

    | (2) This table does not include Mr. Rosato’s one-time award of restricted stock in the amount of $350,000, which is described on page 28 of this Proxy Statement. |

  53. Long-Term Equity Compensation (“Equity LTIP”)

    | (3) This table does not include the equity portion of the one-time EIG award granted to Ms. Henry and Mr. Fitzgerald in recognition of the extraordinary financial result obtained, and efforts expended, in connection with the Eastern Insurance sale. This award, which was described in the 2024 Proxy Statement, is also described on page 36 of this Proxy Statement. |

  54. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024) In March 2022, the CHCM Committee and Board approved a one-time equity award for the Company’s executive officers at the time, including Messrs. Rivers, Fitzgerald and Miller, and Ms. Henry. These awards were classified as “one-time” because, unlike regular, annual Equity LTIP awards, they addressed two specific items: (1) the absence of grants in 2020 and 2021 in anticipation of the Company’s 2020 IPO; and (2) recognizing the executives’ critical contributions to the IPO’s success. These one-time equity awards included target PSUs, which would be earned and vested based on two measures at the end of the three-year performance period (2022-2024): (1) the Company’s TSR performance relative to that of KRX Banks; and (2) the growth of the Company’s EPS compared to that of the KRX Banks over the performance period. Depending on the Company’s performance relative to these measures, the earned PSUs could range from 25% (threshold) to 150% (maximum) of the target award. If performance fell below the threshold level, no PSUs would be earned. Note: Payouts are linearly interpolated for performance between threshold and maximum.

  55. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    | Performance Achievement Level Opportunity for Performance Period 2022-2024 | | | | | | | Performance Weight | Threshold Performance (Payout at 25% of Target) | Target Performance (Payout at 100% of Target) | Maximum Performance (Payout at 150% of Target) | | Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile or higher | | Relative EPS Growth | 50% | 25th percentile | 50th percentile | 75th percentile or higher |

  56. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    | • | Relative TSR Performance Results. At the end of the performance period, the Company’s TSR percentile rank was below the 25th percentile. As a result, no PSUs were earned by the NEOs for the relative TSR measure for the 2022-2024 performance period. |

  57. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    | • | Relative EPS Growth Results. At the end of the performance period, the Company’s EPS Growth percentile rank was greater than the 75th percentile at 76 percentile. As a result, the NEOs earned 150% of their target PSUs based on relative EPS. |

  58. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    | • | Realized Value. The actual shares that vested for the 2022 performance share awards were 75% of target, reflecting the CHCM Committee’s intent to design the LTIP to pay for performance, in alignment with shareholder value creation. |

  59. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    Based on overall results, PSUs for the 2022-2024 performance period were earned at 75% of target as follows:

  60. PSUs Earned and Vested in 2024 (January 1, 2022 - December 31, 2024)

    | | 2022 Target PSUs Granted | 2022 PSUs Earned & Vested | | Robert F. Rivers | 106,736 | 80,052 | | Quincy L. Miller | 71,156 | 53,367 | | Kathleen C. Henry | 47,438 | 35,579 | | James B. Fitzgerald | 71,156 | 53,367 |

  61. Eastern Insurance Sale Transaction Awards for Certain NEOs

    Eastern Insurance Sale Transaction Awards for Certain NEOs As disclosed in our 2024 Proxy Statement, the completion of the Eastern Insurance sale to Gallagher for $515 million and an after-tax gain of $294.5 million was a major factor in the Company’s notable success in 2023. For more than two decades, Eastern Insurance grew into one of the premier bank-owned insurance brokerage firms in the country, making it a highly-valuable enterprise. The success and valuation premium of the sale gave the Company the ability to place a stronger focus on its core long-term goals for the banking business and redeploy capital for in-market strategic growth opportunities, including the announced merger with Cambridge Bancorp. This milestone accomplishment required significant, additional efforts by two executive team members: Mr. James Fitzgerald and Ms. Kathleen Henry, who led all aspects of the sale, ensuring maximum value was delivered to Company Shareholders while retaining the Eastern Insurance team through the close of the sale in Q4 2023. The work supporting the successful transaction was in addition to the more usual work each Executive undertook in 2023, and in addition to their key roles in driving the merger with Cambridge Trust, which was announced with the Eastern Insurance sale. In recognition of the extraordinary financial result obtained, and efforts expended, in connection with the sale of Eastern Insurance, and in light of the fact that the sale was not factored into any element of our 2023 executive compensation program, in March of 2024, the CHCM Committee approved one-time, transaction awards of $500,000 each to Mr. Fitzgerald and Ms. Henry. Mr. Fitzgerald’s and Ms. Henry’s awards were delivered in 50% cash and 50% equity. The equity portion of the award was delivered using a mix of 60% PSUs and 40% RSUs, which places a heavier emphasis on performance-based equity and is consistent with the structure of our regular, annual LTI grants for 2024. The PSUs will be measured over a three-year performance period (January 1, 2024 - December 31, 2026) based on the Company’s total shareholder return (“TSR”) relative to that of the KRX Banks over the performance period. The number of earned PSUs can range between 25% (threshold) and 150% (maximum) of the target award ($150,000). If the Company’s performance is below the threshold achievement level, no PSUs will be earned. If the Company’s absolute TSR is negative over the performance period, any earned payout will be capped at target regardless of relative performance rating. The RSUs will vest in equal installments over a three-year period tied to the anniversary of the grant date, March 1, 2024. These transaction awards were unique to the sale of Eastern Insurance in 2023 and do not represent the regular pay program of the Company. (Note: Pursuant to proxy statement disclosure rules, the cash portion of this award was initially disclosed in the Bonus Column of the Summary Compensation Table in the 2024 Proxy Statement. The equity portion of this award is being disclosed in the Stock Awards Column of the Summary Compensation Table in this Proxy Statement.)

  62. Double Trigger Change in Control Agreements

    Double Trigger Change in Control Agreements The Company has entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntary resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the year in which the termination occurred and the average of the executive’s bonuses for the three years immediately preceding the year in which the termination occurred. For Messrs. Rivers, Sheahan and Miller, the applicable multiplier is 300%; for each of the other executives who are current officers of the Company (Mr. Rosato and Ms. Henry), the multiplier is 200%. As noted above, any payment required under the CiC Agreements will be reduced to the extent necessary to avoid penalties under (“Section 280G”) of the Internal Revenue Code of 1986, as amended (the “Code”), but only if such reduction would result in a higher after-tax amount to the executive. In exchange for the lump sum severance payments and other benefits, the CiC Agreements provide for certain post-employment obligations with respect to the executive’s ability to compete with the Company and solicit our employees or customers. In addition, if the NEO was participating in the Company’s group health and dental plans immediately prior to the their termination and elects COBRA health continuation, then the Company shall pay to the NEO a monthly cash payment for 18 months or the NEO’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the NEO if the NEO had remained employed by the Company. The Company will use commercially reasonable efforts to provide for such payments in a manner that allows the NEO to exclude such payments from income, unless the NEO’s COBRA health continuation period ends prior to the end of the eighteen-month payment period or the Company reasonably determines such payment to be discriminatory under Section 105(h) of the Code.

  63. No Tax Gross Ups

    No Tax Gross Ups Our CHCM Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G shall be provided to our executives as part of our executive compensation program. The dollar amount of the severance payment due under our CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be an excess parachute payment under Section 280G would leave the executive with a lower net after-tax amount than having the severance and other compensation reduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and other compensation deemed to be a parachute payment under Section 280G is not reduced, the executive would owe the excise tax under Section 4999 and would not be entitled to a gross-up or reimbursement of that excise tax payment under his or her CiC Agreement.

  64. Severance Agreements

    Severance Agreements The provision of reasonable severance benefits can be important in recruiting and retaining key executives. Thus, the Company has in place separate agreements with three NEOs, Messrs. Rivers, Sheahan and Miller, governing certain terms of their employment with and separation from the Company in circumstances not involving a change in control of Eastern. Under the terms of those agreements, in the event an executive is terminated for cause, the executive will receive all earned but unpaid salary, all accrued but unused vacation pay, vested and accrued bonuses or other incentive compensation, and reimbursements for any reasonable, necessary and properly documented expenses. In the event of termination without cause, in addition to the payments outlined above, the Company will pay to the executive within 60 days of his termination a lump sum payment equal to 200% of his annual base compensation plus a prorated share of the annual incentive payment to which the executive would have been eligible under the MIP (described above) during the calendar year in which the termination date falls. If Messrs. Rivers or Sheahan elects COBRA coverage, each will also receive 24 months of continued participation in Eastern group health and dental insurance plans, with Eastern Bank paying or reimbursing Messrs. Rivers and Sheahan for the cost of such premiums, and Mr. Miller will receive a lump sum payment equivalent to 24x the amount of Eastern’s standard monthly contributions to Mr. Miller’s Eastern Bank group health and dental insurance premiums. The agreements provide for certain restrictive covenant obligations, which include each of Messrs. Rivers, Sheahan and Miller agreeing not to solicit customers and employees of Eastern Bank during their employment with Eastern Bank and continuing for a period ending 24 months following their termination of employment. In addition, Mr. Miller’s agreement also specifies that while he is employed, he will receive an annual base salary of not less than $450,000 (subject to adjustment), discretionary incentive and/or bonus compensation, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans, an automobile allowance of $700 each month, and reimbursement of country club membership fees, if sought. Mr. Rivers’ agreement does not address compensation or benefits during employment. Mr. Sheahan’s separation agreement also provides for separation benefits in the event of termination on or before the first anniversary of the Cambridge Change in Control, or prior to July 13, 2025, to include (a) Mr. Sheahan’s termination without Cause or (b) Mr. Sheahan’s termination of his employment for Good Reason. Upon such event, Mr. Sheahan would be entitled an enhanced severance payment equal to 300% of his average highest three years of annual base compensation plus and cash bonus at Cambridge Trust; and if Mr. Sheahan elects COBRA coverage, continued participation in Eastern’s group health and dental plans for twenty-four months with Eastern paying the monthly premiums.

  65. Policy for Granting Certain Option Awards

    Policy for Granting Certain Option Awards Although the Company has not historically issued option awards to employees as part of its equity compensation program, the Company maintains an Employee Equity Award Grant Policy (the “Equity Policy”) that sets forth guidelines for the timing of any option grants that could be made by the Compensation Committee in the future in order to effectively incentivize future employees. The Equity Policy provides that the Company will not grant stock options in anticipation of the release of material non-public information that is likely to result in changes to the price of Eastern’s common stock, including (i) during “blackout” periods or outside of a prescribed trading window established in connection with the public release of the Company’s earnings information under the Company’s Insider Trading Policy, or (ii) at any time during the four business day-period prior to, or one business day following, the filing of the Company’s periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information.

  66. Benefit Plans

    Benefit Plans 401(k) Plan. Our 401(k) Plan allows executives and other plan participants to make elective deferrals of their compensation to the 401(k) Plan up to limits of the Internal Revenue Service (“IRS“), and in 2024 the Company made a safe harbor contribution to eligible participants’ accounts equal to maximum of 3% of the participant’s eligible plan compensation earned during the plan year subject to IRS limits. Employee Stock Ownership Plan. Eastern Bank has an ESOP, an employee stock ownership plan, for eligible employees. Management believes the ESOP aligns the interests of all eligible employees – not just senior executives – with shareholders to create better alignment with total shareholder value. At the time of the IPO, the ESOP trustee purchased 14,940,652 shares of the Company’s common stock funded with a loan from the Company (“ESOP Loan”). The ESOP Loan is repaid principally through Eastern Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the term of the loan. The ESOP’s independent trustee holds the shares purchased by the ESOP in an unallocated suspense account, and releases shares on a pro rata basis as the loan is repaid. Released shares are allocated among participants on the basis of each participant’s proportional share of eligible compensation relative to the compensation of all participants. A participant cliff-vests in their benefits after three years of vesting service with Eastern Bank or a participating subsidiary. Credited service includes both calendar years of service from January 1, 2020 (the initial effective date of the ESOP) and years of vesting service that a participant has earned under the Bank’s defined benefit pension plan prior to the adoption of the ESOP. A participant also will become fully vested in their benefit upon normal retirement, early retirement, death or disability, a change in control, or termination of the ESOP. A vested participant is entitled to receive a distribution from the ESOP upon separation from service or, if earlier, plan termination. The ESOP permits a participant to direct the trustee as to how to vote the shares of common stock allocated to their account. The ESOP trustee votes unallocated shares and allocated shares for which participants do not provide voting instructions on a matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities. In October 2024 a portion of the ESOP Loan was repaid, and in February 2025, the ESOP trustee allocated shares to eligible participants for 2024. The Company makes allocations annually to eligible participants in accordance with the terms of the ESOP. Defined Benefit Pension Plan. Eastern Bank provides pension benefits (the “Pension Plan”) to its employees, including our NEOs, through membership in the Savings Bank Employees’ Retirement Association. The Company’s Pension Plan is a noncontributory, defined benefit plan. Our annual contribution to the Pension Plan is based upon standards established by the Pension Protection Act. The contribution is based on an actuarial method intended to provide not only for benefits attributable to service to date but also for those expected to be earned in the future. Cambridge Trust also had a Defined Benefit Pension Plan which has been frozen to new participants as of December 31, 2011 with benefit accruals frozen as of December 31, 2017. The Cambridge Trust Pension Plan was merged into the Eastern Pension Plan at the end of 2024. Frozen Supplemental Executive Retirement Plan. Eastern had historically offered a defined contribution supplemental executive retirement plan (“SERP”), in which Messrs. Rivers, Miller, and Fitzgerald participated. Benefit accruals were frozen for then-active participants as to compensation received for work performed after 2021, and the SERP was closed to new participants. Under the SERP, each participating executive is entitled to receive a benefit following his or her separation from service. Mr. Sheahan participates in the Cambridge SERP under which benefit accruals were frozen as of December 31, 2024. Benefit Equalization Plan. The Company maintains a non-qualified benefit equalization plan (“BEP”) to provide a pension supplement to restore pension benefits for employees whose compensation exceeds the annual statutory compensation maximum that can be considered under the defined benefit plan, and/or exceeds the annual permitted pension benefit amount under the Code. The benefit formula is the same as provided in the Pension Plan, with an offset for benefits provided by that plan. Benefits generally are paid in a lump sum in the year following retirement or death. Non-qualified Deferred Compensation Plans. The Company maintains a non-qualified deferred compensation plan that allows directors and selected executives to defer compensation. In addition, Eastern continues to administer a legacy Cambridge non-qualified deferred compensation plan. Executive Perquisites. Executive perquisites are not a core component of our executive compensation program. We do offer, however, our NEOs allowances for automobiles and parking. Our NEOs are entitled to reimbursement for costs associated with membership in a country club, but all of our NEOs declined to accept these club fees in 2024.

  67. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below sets forth the total compensation paid to, or earned by, our NEOs for the years ended December 31, 2024, 2023 and 2022 in accordance with applicable SEC rules.

  68. 2024 Summary Compensation Table

    | Summary Compensation Table (“SCT”) | | | | | | | | | | Name and Principal Position | Fiscal Year (1) | Salary (2) | Bonus (3) | Non-Equity Incentive Plan Compensation (4)(5) | Stock Awards (6) | Change In Pension Value and Non- qualified Deferred Compensation Earnings (7) | All Other Compensation (8) | Total | | Robert F. Rivers | 2024 | $995,000 | $— | $1,124,350 | $1,353,380 | $640,281 | $73,126 | $4,186,137 | | Executive Chair and Chair of the Board of Directors | 2023 | $995,000 | $— | $2,434,326 | $820,870 | $617,294 | $47,607 | $4,915,097 | | | 2022 | $995,000 | $— | $976,100 | $4,503,726 | $13,486 | $255,368 | $6,743,680 | | Denis K. Sheahan Chief Executive Officer | 2024 | $338,462 | $— | $406,800 | $530,309 | $18,099 | $15,597 | $1,309,267 | | Quincy L. Miller | 2024 | $628,462 | $— | $531,494 | $615,241 | $201,482 | $57,453 | $2,034,132 | | President and Chief Operating Officer | 2023 | $590,000 | $— | $866,942 | $292,046 | $196,629 | $41,241 | $1,986,858 | | | 2022 | $587,500 | $— | $385,900 | $3,002,449 | $20,111 | $114,166 | $4,110,126 | | David Rosato Chief Financial Officer | 2024 | $205,192 | $200,000 | $167,771 | $783,416 | $— | $4,120 | $1,360,499 | | Kathleen C. Henry | 2024 | $477,250 | $— | $403,200 | $478,846 | $260,720 | $51,234 | $1,671,250 | | General Counsel and Corporate Secretary | 2023 | $463,500 | $250,000 | $400,928 | $152,935 | $156,625 | $38,861 | $1,462,849 | | | 2022 | $461,250 | $— | $227,300 | $2,001,646 | $84,812 | $35,975 | $2,810,983 | | James B. Fitzgerald | 2024 | $606,667 | $— | $516,975 | $761,685 | $558,249 | $68,440 | $2,512,016 | | Former Chief Administrative Officer, Chief Financial Officer and Treasurer | 2023 | $590,000 | $250,000 | $866,942 | $292,046 | $455,570 | $52,575 | $2,507,133 | | | 2022 | $587,500 | $— | $385,900 | $3,002,449 | $2,406 | $125,410 | $4,103,665 |

  69. 2024 Summary Compensation Table

    | (1) Neither Messrs. Sheahan nor Rosato were NEOs prior to 2024. Their respective compensation is therefore only disclosed for the year ended December 31, 2024, representative of their time employed during 2024. |

  70. 2024 Summary Compensation Table

    | (2) Represents base salary earned in 2024, 2023 and 2022, as applicable. For Messrs. Miller and Fitzgerald and Ms. Henry, 2024 and 2022 salary changes were effective March 1st of each year. No salary changes were implemented in 2023 for our NEOs. |

  71. 2024 Summary Compensation Table

    | (3) Represents a one-time cash award for Mr. Rosato as part of his new hire package to offset his forfeited annual incentive award. For Mr. Fitzgerald and Ms. Henry, represents a 2023 one-time Eastern Insurance transaction cash awards to recognize their roles in the successful sale of Eastern Insurance Group to Gallagher. |

  72. 2024 Summary Compensation Table

    | (4) Represents cash awards earned under the Company’s MIP during 2024, 2023 and 2022, and amounts payable under legacy LTIP cash awards that matured on December 31, 2023. |

  73. 2024 Summary Compensation Table

    | • | MIP Awards: For Messrs. Rivers, Sheahan, Miller, Rosato and Fitzgerald and Ms. Henry, amounts earned under the MIP in 2024 were $1,124,350, $406,800, $531,494, $167,771, $516,975 and $403,200 respectively. For Messrs. Rivers, Miller, Fitzgerald and Ms. Henry, amounts earned under the MIP in 2023 were $895,500, $354,000, $354,000 and $208,575, respectively. For Messrs. Rivers, Miller and Fitzgerald and Ms. Henry, amounts earned under the MIP in 2022 were $976,100, $385,900, $385,900 and $227,300 respectively. |

  74. 2024 Summary Compensation Table

    | • | Legacy LTIP Awards: The final legacy LTIP award was granted in 2019 and matured on December 31, 2023. For Messrs. Rivers, Miller and Fitzgerald and Ms. Henry, the amounts payable under legacy LTIP awards that were granted in 2019 and matured on December 31, 2023 were $1,524,000, $508,000, $508,000 and $190,500 respectively. LTIP cash awards that were granted in 2018 and matured on December 31, 2022, were valued at $0, and thus no amounts are included in 2022 for the 2018 LTIP cash awards. |

  75. 2024 Summary Compensation Table

    | (5) The amounts payable under the legacy LTIP awards that matured in 2023 include interest paid thereon from December 31 of the year in which they matured through the dates of payment in March 2024. For awards that matured in 2023, the interest amounts were $14,826 for Mr. Rivers, $4,942 for Messrs. Miller and Fitzgerald and $1,853 for Ms. Henry. |

  76. 2024 Summary Compensation Table

    | (6) Represents the aggregate grant date fair value of RSUs and PSUs granted in 2024, 2023 and 2022, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which for RSUs was equal to the closing price of a share of Company common stock on the date of grant of $12.81 on March 1, 2024, $15.63 on March 1, 2023 and $21.08 on March 1, 2022, multiplied by the number of RSUs in the grant; for the PSUs based on EPS as the performance measure, was equal to the closing price of a share of Company common stock on the grant date ($21.08 on March 1, 2022), multiplied by the number of PSUs at target award levels; and for the PSUs based on TSR as the performance measure: (i) PSU awards granted in March 2024 were valued based on the probable outcome of applicable performance conditions using a Monte Carlo simulation model, which priced our common stock on the grant date ($10.82 on March 1, 2024, $10.16 on March 1, 2023 and $21.15 on March 1, 2022), multiplied by the number of PSUs at target award levels, and (ii) “off-cycle” PSU awards granted in September 2024 to Messrs. Sheahan (in connection with the closing of the Cambridge merger) and Rosato (in connection with the commencement of his employment) were valued based on the initial Monte Carlo valuation of PSUs granted in March 2024, which priced our common stock on the grant date ($10.82 on September 3, 2024), multiplied by the number of PSUs at target award levels. If it is assumed that that the maximum level of performance under the PSUs was achieved, the grant date fair value of the 2024 PSU portion of the grant for PSUs issued in March 2024 and September 2024 would have been $1,343,244 for Mr. Rivers; $610,633 for Mr. Miller, $475,264 for Ms. Henry and $755,976 for Mr. Fitzgerald; and the grant date fair value of the 2024 PSU portion of the grant for PSUs issued in September 2024 would have been $971,980 for Mr. Sheahan and $494,999 for Mr. Rosato. |

  77. 2024 Summary Compensation Table

    | (7) Represents the change in the value of the Pension Plan and Benefit Equalization Plan (“BEP”) for all our NEOs, for the period of January 1 to December 31 of each applicable reporting year. Mr. Rosato becomes eligible for these Plans in 2025. |

  78. 2024 Summary Compensation Table

    | (8) All Other Compensation in the table above includes the amounts for 2024, 2023 and 2022, as applicable, set forth in the following table. |

  79. 2024 Summary Compensation Table

    | All Other Compensation | | | | | | | | | Named Executive Officer | Fiscal Year | Perquisites (a) | 401(k) Plan Defined Contribution Plan (b) | Employer SERP Contributions (c) | Dividends Paid on Vested Equity Awards | Employer Allocations to ESOP (d) | Total (e) | | Robert F. Rivers | 2024 | $18,321 | $10,350 | $— | $25,156 | $19,299 | $73,126 | | | 2023 | $15,711 | $9,900 | $— | $8,539 | $13,457 | $47,607 | | | 2022 | $16,109 | $9,150 | $215,000 | $— | $15,109 | $255,368 | | Denis K. Sheahan | 2024 | $5,443 | $10,154 | $— | $— | $0 | $15,597 | | Quincy L. Miller | 2024 | $12,749 | $10,350 | $— | $15,055 | $19,299 | $57,453 | | | 2023 | $12,192 | $9,900 | $— | $5,692 | $13,457 | $41,241 | | | 2022 | $12,307 | $9,150 | $77,600 | $— | $15,109 | $114,166 | | David Rosato | 2024 | $4,120 | $— | $— | $— | $0 | $4,120 | | Kathleen C. Henry | 2024 | $11,830 | $10,350 | $— | $9,756 | $19,299 | $51,235 | | | 2023 | $11,710 | $9,900 | $— | $3,795 | $13,457 | $38,862 | | | 2022 | $11,716 | $9,150 | $— | $— | $15,109 | $35,975 | | James B. Fitzgerald | 2024 | $23,736 | $10,350 | $— | $15,055 | $19,299 | $68,440 | | | 2023 | $23,526 | $9,900 | $— | $5,692 | $13,457 | $52,575 | | | 2022 | $23,551 | $9,150 | $77,600 | $— | $15,109 | $125,410 |

  80. 2024 Summary Compensation Table

    | (a) Amount includes automobile, parking and gas allowances and taxable imputed incomes. |

  81. 2024 Summary Compensation Table

    | (b) Represents employer contributions under our 401(k) Plan made on behalf of the NEO. |

  82. 2024 Summary Compensation Table

    | (c) Represents deemed employer SERP contributions made during 2022 as applicable. The SERP was frozen at the end of 2021; employer SERP contributions were made in 2022 related to compensation earned in 2021. |

  83. 2024 Summary Compensation Table

    | (d) Represents the value of an allocation of shares of Company common stock pursuant to the terms of the Company’s ESOP in connection with the NEO’s service in fiscal year 2024, 2023 and 2022, as applicable. The value is calculated based on the closing price of Company stock on the last day of trading of the year. For 2024, the amount represents an allocation of 1,118 shares multiplied by $17.25; for 2023, the amount represents an allocation of 947 shares multiplied by $14.20 and for 2022, the amount represents an allocation of 875 shares multiplied by $17.25. For each NEO, as applicable, the share allocation for 2024 includes 85 additional shares acquired through dividend reinvestment, for 2023 includes 57 additional shares acquired through dividend reinvestment and for 2022, the share allocation includes 19 additional shares acquired through dividend reinvestment. |

  84. 2024 Summary Compensation Table

    | (e) Our NEOs’ total compensation in the Summary Compensation Table does not include earnings on the now frozen SERP, in which Messrs. Rivers, Miller and Fitzgerald participate, because our NEOs do not receive any preferential or above-market investment earnings under such plans. Under the terms of the SERP, the value of the benefit provided increases or decreases based upon changes in one or more generally available investment benchmarks or strategies chosen by the respective participant. |

  85. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information with respect to grants of plan-based awards to our NEOs in 2024.

  86. Grant of Plan-Based Awards

    | | | | | Estimated future payments under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | | | | Named Executive Officer | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stocks or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards | | Robert F. Rivers | RSU | 3/1/2024 | 2/29/2024 | — | — | — | — | — | — | 46,604 | $596,997 | | | PSU - TSR | 3/1/2024 | 2/29/2024 | — | — | — | 17,477 | 69,906 | 104,859 | — | $756,383 | | | STI | - | - | $497,500 | $995,000 | $1,492,500 | — | — | — | — | $— | | Denis K. Sheahan | RSU | 9/3/2024 | 7/12/2024 | — | — | — | — | — | — | 25,821 | $431,985 | | | PSU - TSR | 9/3/2024 | 7/12/2024 | — | — | — | 9,683 | 38,732 | 58,098 | — | $419,080 | | | STI | - | - | $360,000 | $720,000 | $1,080,000 | — | — | — | — | $— | | Quincy L. Miller | RSU | 3/1/2024 | 2/12/2024 | — | — | — | — | — | — | 21,186 | $271,393 | | | PSU - TSR | 3/1/2024 | 2/12/2024 | — | — | — | 7,945 | 31,779 | 47,669 | — | $343,849 | | | STI | - | - | $243,750 | $487,500 | $731,250 | — | — | — | — | $— | | David Rosato | RSU | 9/3/2024 | 8/1/2024 | — | — | — | — | — | — | 34,070 | $569,991 | | | PSU - TSR | 9/3/2024 | 8/1/2024 | — | — | — | 4,931 | 19,725 | 29,588 | — | $213,425 | | | STI | - | - | $178,750 | $357,500 | $536,250 | — | — | — | — | $— | | Kathleen C. Henry | RSU | 3/1/2024 | 2/12/2024 | — | — | — | — | — | — | 16,489 | $211,224 | | | PSU - TSR | 3/1/2024 | 2/12/2024 | — | — | — | 6,184 | 24,734 | 37,101 | — | $267,622 | | | STI | - | - | $144,000 | $288,000 | $432,000 | — | — | — | — | $— | | James B. Fitzgerald | RSU | 3/1/2024 | 2/12/2024 | — | — | — | — | — | — | 26,229 | $335,993 | | | PSU - TSR | 3/1/2024 | 2/12/2024 | — | — | — | 9,836 | 39,343 | 59,015 | — | $425,691 | | | STI | - | - | $228,750 | $457,500 | $686,250 | — | — | — | — | $— |

  87. Grant of Plan-Based Awards

    | (1) Represents 2024 threshold, target and maximum award opportunities under the Company’s MIP. Threshold award is 50% of target and the maximum award under the Plan is 150% of target payment opportunity. |

  88. Grant of Plan-Based Awards

    | (2) Represents PSUs that will, for each grant of PSUs based on the TSR performance measure, vest in one installment on or around March 1, 2027, subject to continued service and the satisfaction of applicable performance conditions. The number of PSUs to be earned is dependent on the Company’s growth of its TSR performance, relative to that of the banks in the KBW Nasdaq Regional Banking Index (the “KRX Banks”), over the three-year performance period from January 1, 2024 through December 31, 2026. No PSUs will vest for performance below threshold levels. |

  89. Grant of Plan-Based Awards

    | (3) Represents RSUs that vest in three equal installments on the anniversaries of the grant date (March 1, 2024), subject to continued service. |

  90. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information regarding PSUs and RSUs, as applicable, held by our NEOs on December 31, 2024.

  91. Outstanding Equity Awards at 2024 Fiscal Year End

    | Named Executive Officer | Type and Grant Year of Equity Incentive Plan Award (1) | Equity Incentive Plan awards: Number of underlying shares that have not yet vested | Equity Incentive Plan awards: Market Value of underlying shares that have not yet vested (2) | | Robert F. Rivers | RSU - 2022 | 64,042 | $1,104,725 | | | PSU - EPS 2022 | 13,342 | $230,150 | | | PSU - TSR 2022 | 13,342 | $230,150 | | | RSU - 2023 | 21,220 | $366,045 | | | PSU - TSR 2023 | 7,957 | $137,263 | | | RSU - 2024 | 46,604 | $803,919 | | | PSU - TSR 2024 | 17,477 | $301,470 | | Denis K. Sheahan (3) | RSU - 2023 | 23,031 | $397,285 | | | RSU - 2024 | 68,042 | $1,173,725 | | | PSU - TSR 2024 | 9,683 | $167,032 | | Quincy L. Miller | RSU - 2022 | 42,695 | $736,489 | | | PSU - EPS 2022 | 8,895 | $153,430 | | | PSU - TSR 2022 | 8,895 | $153,430 | | | RSU - 2023 | 7,550 | $130,238 | | | PSU - TSR 2023 | 2,831 | $48,835 | | | RSU - 2024 | 21,186 | $365,459 | | | PSU - TSR 2024 | 7,945 | $137,047 | | David Rosato | RSU - 2024 | 34,070 | $587,708 | | | PSU - TSR 2024 | 4,931 | $85,064 | | Kathleen C. Henry | RSU - 2022 | 28,464 | $491,004 | | | PSU - EPS 2022 | 5,930 | $102,288 | | | PSU - TSR 2022 | 5,930 | $102,288 | | | RSU - 2023 | 3,954 | $68,207 | | | PSU - TSR 2023 | 1,483 | $25,573 | | | RSU - 2024 | 16,489 | $284,435 | | | PSU - TSR 2024 | 6,184 | $106,665 | | James B. Fitzgerald | RSU - 2022 | 42,695 | $736,489 | | | PSU - EPS 2022 | 8,895 | $153,430 | | | PSU - TSR 2022 | 8,895 | $153,430 | | | RSU - 2023 | 7,550 | $130,238 | | | PSU - TSR 2023 | 2,831 | $48,835 | | | RSU - 2024 | 26,229 | $452,450 | | | PSU - TSR 2024 | 9,836 | $169,667 |

  92. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Each RSU award granted in 2022 will vest in five equal installments on the anniversaries of the grant date (March 1, 2022), subject to continued employment. RSU awards granted in 2023 and 2024 will vest in three equal installments on the anniversaries of the grant date (March 1, 2023 and March 1, 2024 respectively), subject to continued employment. PSUs granted in 2022 based on EPS and TSR performance, vested in one installment on March 3, 2025. PSUs granted in 2023 and 2024 based on TSR performance will vest in one installment on or around March 1, 2026 and March 1, 2027, respectively, subject to continued employment and the satisfaction of applicable performance conditions. The number of PSUs earned is dependent on the Company’s growth of its EPS and/or TSR performance, as applicable, each relative to those of the KRX Banks, over the three-year performance period. PSU amounts for both EPS and TSR performance measure awards reflect threshold performance levels. |

  93. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) The market value of RSUs is based on the closing price of $17.25 of Company common stock on December 31, 2024, multiplied by the number of underlying granted but unvested units. PSU EPS and PSU TSR performance measure awards are reflected at threshold performance at the closing price of $17.25 of Company stock on December 31, 2024. |

  94. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) Mr. Sheahan’s outstanding equity is inclusive of awards issued by Cambridge Trust that were converted to Eastern Bank equity awards at the time of the merger in 2024. |

  95. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding PSUs and RSUs, as applicable, that vested during the year ended December 31, 2024. None of our NEOs owned or exercised options in 2024.

  96. Option Exercises and Stock Vested

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting ($)(2) | | Robert F. Rivers | 31,956 | $409,356 | | Denis K. Sheahan (3) | 0 | $— | | Quincy L. Miller | 18,005 | $230,644 | | David Rosato | 0 | $— | | Kathleen C. Henry | 11,463 | $146,841 | | James B. Fitzgerald | 18,005 | $230,644 |

  97. Option Exercises and Stock Vested

    | (1) The Number of Shares Acquired on Vesting represents the shares underlying RSUs granted on March 1, 2022 and March 1, 2023 that vested on March 1, 2024. The total represents the number of shares underlying RSUs that vested, prior to shares withheld for taxes. |

  98. Option Exercises and Stock Vested

    | (2) Value Realized on Vesting represents the number of shares underlying the RSUs that vested on March 1, 2024 multiplied by the closing price ($12.81) of Company stock on March 1, 2024. |

  99. Option Exercises and Stock Vested

    | (3) Mr. Sheahan elected to defer all of his unvested equity awards while an employee of Cambridge Trust. Eastern assumed administrative responsibilities for the outstanding Cambridge Trust equity awards and converted them to EBC stock. On December 31, 2024, Mr. Sheahan vested in 33,721 EBC RSUs. The vested shares reside in Mr. Sheahan’s deferred compensation plan account and are not under his ownership until the distribution election period has been met. |

  100. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company’s nonqualified deferred contribution plans allow certain highly compensated or management employees to defer portions of their current compensation, as specified in the applicable plan documents. These plans include the SERP and the 409A Plan (as described below). Distributions of account balances under such plans may be made only in accordance with the applicable plan documents. None of these plans provide our NEOs with any preferential or above-market earnings on their account balances. Rather, the value of the benefit provided by a plan increases or decreases based upon changes in one or more generally available investment benchmarks or strategies chosen by the respective participant. Eastern’s Frozen Supplemental Executive Retirement Plan. Messrs. Rivers, Miller, and Fitzgerald each received employer SERP contributions in 2022 for compensation earned in 2021. The SERP was frozen effective as of December 31, 2021. Although participants’ accounts will continue to be administered in accordance with the SERP document until their respective separations from service, the Company ceased accruing for benefits for SERP participants on earnings received after December 31, 2021 (other than with respect to the compensation earned in 2021). Pursuant to the terms of the frozen SERP, prior to 2022 an executive’s account was credited monthly with an amount equal to 20% of their salary and credited annually with an amount equal to 20% of their short-term incentives. Under the terms of the SERP, each executive participating in the SERP becomes entitled to receive a benefit following his separation from service with the Company. The SERP benefit vests over a 10-year period and account balances are payable as a lump sum or in annual installments, as determined in accordance with the terms of the plan. Each of Messrs. Rivers and Fitzgerald are fully vested due to being retirement eligible under the terms of the SERP, and Mr. Miller is 90% vested. Cambridge Trust Frozen Supplemental Executive Retirement Plan. The Cambridge SERP was frozen effective as of December 31, 2024. Although Mr. Sheahan’s account will continue to be administered in accordance with the SERP document until his separation from service, the Company ceased accruing for benefits for his SERP on earnings received after December 31, 2024. Pursuant to the terms of the frozen SERP, prior to 2025 Mr. Sheahan’s account was credited with an amount equal to 2% of his final average compensation for every year of service not to exceed 60%, reduced social security and certain pension benefits. Under the terms of the SERP, Mr. Sheahan becomes entitled to receive a benefit following his separation from service on or after normal retirement age as defined in the Plan, distributed in monthly installments for the greater of his lifetime or 20 years. 409A Deferred Compensation Plans. The Company’s 409A Plan allows directors and selected executives to defer compensation under non-qualified deferred compensation plans. Under the 409A Plan, participants could defer up to 75% of base salary and up to 100% of any incentive compensation. The balances under these plans reflect compensation deferred in prior years and are payable as a lump sum or in annual installments, as determined in accordance with the terms of the applicable plan. The Cambridge Trust Company Deferred Compensation Plan allowed both compensation and equity deferrals. Mr. Sheahan elected to defer equity awards granted in 2021, 2022 and 2023 and which vest in 2024, 2025 and 2026. The table below sets forth the amounts of the contributions, earnings and value of the Company’s nonqualified deferred compensation plans in which our NEOs participated during the year ended December 31, 2024.

  101. Nonqualified Deferred Compensation

    | Nonqualified Deferred Compensation | | | | | | | Named Executive Officer | Executive contributions | Employer contributions | Aggregate earnings (2) | Aggregate withdrawals/ distributions | Aggregate balance (3) | | Robert F. Rivers | $— | $— | $2,062,378 | $— | $11,736,350 | | Denis K. Sheahan (1) | $581,687 | $— | $25,476 | $— | $1,136,883 | | Quincy L. Miller | $— | $— | $377,423 | $— | $2,147,764 | | David Rosato | $— | $— | $— | $— | $— | | Kathleen C. Henry | $— | $— | $— | $— | $— | | James B. Fitzgerald | $— | $— | $1,276,656 | $— | $4,903,230 |

  102. Nonqualified Deferred Compensation

    | (1) Mr. Sheahan’s contribution represents 33,721 shares of RSUs that vested on December 31, 2024 and were subject to deferral as previously noted in footnote #3 of the Stock Options and Awards Vested table. The aggregate balance is comprised of the December 31, 2024 RSU deferral and Mr. Sheahan’s deferred compensation plan balance that Eastern assumed administration of at the time of the Cambridge Trust merger. |

  103. Nonqualified Deferred Compensation

    | (2) Represents the change in value for employee and Company contributions to the SERP and 409A Plan. As described above, neither of these plans provides for any preferential or above-market earnings on a participant’s account balances. |

  104. Nonqualified Deferred Compensation

    | (3) Amount shown is the sum of the value of a NEO’s account balance in the SERP and 409A Plan as of December 31, 2024, as applicable. |

  105. Pension Benefits

    Pension Benefits Defined Benefit Pension Plan. The Company provides pension benefits to its employees, including our NEOs, through membership in the Pension Plan. The Pension Plan is a noncontributory, defined benefit plan, and our annual contribution to this plan is based upon standards established by the Pension Protection Act. The Pension Plan is a cash balance format with compensation based on a participant’s earnings reported on IRS Form W-2 for the applicable year. Participants vest in their account balances after three years of eligible service and the plan provides for payment in a lump sum or, if eligible, a life annuity at retirement. All of our NEOs eligible to participate in the Pension Plan are fully vested in their account balances under the Pension Plan. Benefit Equalization Plan. The Company maintains the BEP, a non-qualified benefit equalization plan to provide a pension supplement to restore pension benefits for employees who were historically ineligible to participate in the SERP and whose compensation exceeds the annual statutory compensation maximum that can be considered under the Pension Plan, and/or exceeds the annual permitted pension benefit amount under the Internal Revenue Code. The benefit formula for the BEP is the same as provided in the Pension Plan, with an offset for benefits provided by the Pension Plan. Benefits are paid in a lump sum in the year following retirement or death. Active participants in the SERP did not receive BEP benefits; Messrs. Rivers, Miller and Fitzgerald first became eligible for the BEP in 2022. The amounts reported in the table below equal the present value of the accumulated pension benefits at the end of fiscal year 2024 for each of our NEOs. The Pension Plan is referred to as the “Defined Benefit Plan” in this table.

  106. Pension Benefits

    | Pension Benefits | | | | | | Named Executive Officer (1) | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit as of 12/31/2024 | Payments during Last Fiscal Year | | Robert F. Rivers | Total | | $2,076,454 | $— | | | Defined Benefit Plan | 18.9 | $955,085 | $— | | | BEP | | $1,121,369 | $— | | Denis K. Sheahan (2) | Total | | $18,099 | $— | | | Defined Benefit Plan | 9.8 | $18,099 | $— | | Quincy L. Miller | Total | | $628,150 | $— | | | Defined Benefit Plan | 8.8 | $345,295 | $— | | | BEP | | $282,855 | $— | | Kathleen C. Henry | Total | | $914,747 | $— | | | Defined Benefit Plan | 8.3 | $416,026 | $— | | | BEP | | $498,721 | $— | | James B. Fitzgerald | Total | | $1,576,905 | $— | | | Defined Benefit Plan | 12.7 | $876,892 | $— | | | BEP | | $700,013 | $— |

  107. Pension Benefits

    | (1) Mr. Rosato is not eligible to participate in the Defined Benefit Pension Plan or Benefit Equalization Plan until 2025 under plan eligibility requirements regarding time in service. |

  108. Pension Benefits

    | (2) Mr. Sheahan was eligible for the Defined Benefit Plan Pension in 2024 due to plan eligibility rules which count Mr. Sheahan’s employment with Cambridge Trust. |

  109. Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2024

    Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2024

  110. Double-Trigger Change in Control Agreements

    | Potential Payments upon Termination or Change-in-Control | | | | | | Named Executive Officer | Without Cause/For Good Reason (1) | Death/Disability (2) | Retirement (3) | Change in Control (Double Trigger) (4) | | Robert F. Rivers | | | | | | Salary | $1,990,000 | $— | $— | $2,985,000 | | MIP | $995,000 | $995,000 | $995,000 | $982,200 | | RSU | $— | $2,274,689 | $— | $2,274,689 | | PSU - EPS | $— | $— | $— | $920,598 | | PSU - TSR | $— | $— | $— | $2,675,527 | | Medical | $51,510 | $— | $— | $38,633 | | Denis K. Sheahan | | | | | | Salary | $2,400,000 | $— | $— | $2,400,000 | | MIP | $720,000 | $720,000 | $720,000 | $720,000 | | RSU | $— | $1,571,009 | $— | $1,571,009 | | PSU - EPS | $— | $— | $— | $— | | PSU - TSR | $— | $— | $— | $668,127 | | Medical | $— | $— | $— | $29,987 | | Quincy L. Miller | | | | | | Salary | $1,300,000 | $— | $— | $1,950,000 | | MIP | $487,500 | $487,500 | $487,500 | $487,500 | | RSU | $— | $1,232,185 | $— | $1,232,185 | | PSU - EPS | $— | $— | $— | $613,721 | | PSU - TSR | $— | $— | $— | $1,357,247 | | Medical | $— | $— | $— | $— | | David Rosato | | | | | | Salary | $— | $— | $— | $1,100,000 | | MIP | $— | $357,500 | $357,500 | $357,500 | | RSU | $— | $587,708 | $— | $587,708 | | PSU - EPS | $— | $— | $— | $— | | PSU - TSR | $— | $— | $— | $340,256 | | Medical | $— | $— | $— | $20,325 | | Kathleen C. Henry | | | | | | Salary | $— | $— | $— | $960,000 | | MIP | $— | $288,000 | $288,000 | $288,000 | | RSU | $— | $843,464 | $— | $843,646 | | PSU - EPS | $— | $— | $— | $409,153 | | PSU - TSR | $— | $— | $— | $938,108 | | Medical | $— | $— | $— | $1,274 |

  111. PEO Pay Ratio

    PEO Pay Ratio The following information is provided in accordance with Item 402(u) of Regulation S-K of the Securities Act of 1933, as amended. The pay ratio is an estimate of our median employee’s total compensation to that of our Executive Chair, Mr. Rivers, who is our Principal Executive Officer, for 2024, as disclosed in the Summary Compensation Table. To determine our median employee for 2024, we used our employee population as of October 1, 2024, excluding the Executive Chair. The date of October 1st was selected to represent our employee population for 2024, which is inclusive of our colleagues that joined through the Cambridge merger in July 2024. As of October 1, 2024, Eastern’s employee population, consisting of all full-time, part-time and seasonal employees, was 1,992 individuals. The median of all base salaries (excluding the CEO) was reviewed to determine our median base salary as the consistently applied compensation measure. With the median employee identified, this individual’s 2024 total compensation was determined following the same measures used to determine Mr. Rivers’ total compensation in the Summary Compensation Table. These factors include base salary, incentive(s), change in pension value and all other compensation.

  112. PEO Pay Ratio

    | • | 2024 total annual compensation for the median employee was $101,826 |

  113. PEO Pay Ratio

    | • | 2024 total annual compensation for Mr. Rivers, the PEO, was $4,186,137 |

  114. PEO Pay Ratio

    | • | The result is a median employee to PEO pay ratio of 1: 41.1 |

  115. PEO Pay Ratio

    SEC guidelines for determining the median employee provide discretion to companies in adopting a variety of compensation measure(s) to apply to the analysis. We believe the pay ratio reported above is a reasonable estimate based on our records, but it may not be readily comparable to other companies due to factors such as location, compensation practices, exclusions, estimates or assumptions that other companies may apply.

  116. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a more complete description of how executive compensation relates to Company performance and how the CHCM Committee makes its decisions.

  117. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year # | SCT Total for PEO | “Compensation Actually Paid” to PEO (1) | Average SCT Total for Non-PEO NEOs (2) | Average “Compensation Actually Paid” to Non-PEO NEOs (1) (2) | Company TSR (3) | Peer Group TSR (4) | GAAP Net Income (thousands $) (5) | | 2024 | $4,186,136 | $5,028,364 | $1,777,413 | $2,057,039 | $156.33 | $193.32 | $119,561 | | 2023 | $4,915,097 | $3,898,615 | $1,999,339 | $1,648,743 | $124.94 | $170.78 | $232,177 | | 2022 | $6,743,680 | $5,859,893 | $3,437,369 | $2,918,229 | $147.04 | $171.46 | $199,759 | | 2021 | $4,208,543 | $4,189,967 | $2,380,559 | $2,321,245 | $168.53 | $184.23 | $154,665 | | 2020 | $3,673,300 | $3,411,841 | $2,008,597 | $1,908,292 | $134.24 | $134.82 | $22,738 |

  118. Pay Versus Performance

    | (1) Compensation Actually Paid to the Principal Executive Officer (“PEO”) and Non-PEO NEOs reflects the totals from our Summary Compensation Table with the following adjustments: |

  119. Pay Versus Performance

    | • | For each of the Pension Plan and BEP, the change in the actuarial present value was replaced with each plan’s service cost. |

  120. Pay Versus Performance

    | • | For equity incentive awards, the grant date fair values computed in accordance with FASB ASC Topic 718 were replaced with year-end fair values as of December 31 as follows: |

  121. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 401(v) of Regulation S-K, the Company is providing the following graphical descriptions of the relationships between information presented in the Pay versus Perfor m ance table.

  122. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  123. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  124. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Through December 31, 2024, each of our directors (other than the Chair of the Board) who served for all of 2024 was entitled to an annual Board of Directors retainer of $55,000, an annual grant of restricted stock with a value approximately equal to $65,000, and annual committee member fees ranging from $5,000 to $10,000. The Audit, Compensation and Human Capital Management, Nominating and Governance and Risk Management committees are joint committees of the Board of Directors and the Board of Directors of Eastern Bank (“Bank Board”). Directors also receive fees for their service on committees of the Bank Board, including its trust and innovation committees, and the board of trustees of the Foundation. Chairs of certain committees also receive additional committee chair retainers ranging from $10,000 to $20,000, and the Lead Director receives an annual retainer of $40,000. In addition, directors receive per-meeting fees for attending various special or additional meetings, including those of Eastern Bank’s board of advisors, board of ambassadors, and an investment advisory committee. Directors who are also employees do not receive compensation for their service as directors. Set forth below is a summary of the compensation received by each of our non-employee directors for the year ended December 31, 2024.

  125. DIRECTOR COMPENSATION

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($)(4) | | Richard C. Bane | $115,250 | $64,993 | $18,160 | $198,403 | | Luis Borgen | $95,000 | $64,993 | $17,160 | $177,153 | | Joseph T. Chung | $111,750 | $64,993 | $18,160 | $194,903 | | Paul M. Connolly | $100,750 | $64,993 | $17,160 | $182,903 | | Bari A. Harlam | $83,000 | $64,993 | $17,160 | $165,153 | | Marisa J. Harney | $83,000 | $64,993 | $— | $147,993 | | Diane S. Hessan | $104,500 | $64,993 | $18,160 | $187,653 | | Richard E. Holbrook | $87,000 | $64,993 | $18,160 | $170,153 | | Deborah C. Jackson | $134,750 | $64,993 | $17,160 | $216,903 | | Peter K. Markell | $119,250 | $64,993 | $17,160 | $201,403 | | Leon A. Palandjian (5) | $19,500 | $— | $— | $19,500 | | Cathleen A. Schmidt (5) | $15,750 | $— | $— | $15,750 | | Paul D. Spiess | $94,250 | $64,993 | $17,660 | $176,903 | | Linda M. Williams | $84,250 | $64,993 | $— | $149,243 | | Andargachew S. Zelleke (5) | $15,000 | $— | $— | $15,000 |

  126. DIRECTOR COMPENSATION

    | (1) Represents total fees earned in 2024, including fees deferred pursuant to the 409A Plan if applicable. |

  127. DIRECTOR COMPENSATION

    | (2) Represents the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718, which was equal to the closing price of a share of Company common stock on the date of grant, May 13, 2024, multiplied by the number of shares underlying the award. |

  128. DIRECTOR COMPENSATION

    | (3) Represents accrued dividends paid upon the vesting of a portion of 2021 restricted stock awards that had been granted on November 30, 2021 and the vesting of restricted stock awards that had been granted on May 15, 2023. Dividends paid for 2024 represent $17,160 for each such director. Amounts also include matching contributions to charitable institutions in the name of the director pursuant to a matching charitable gift program offered through the Foundation. Matching contributions are $1,000 for each Messrs. Bane, Chung, Holbrook and Ms. Hessan and $500 for Mr. Spiess. Non-employee directors may participate in this program in connection with their service as directors; matching gifts are capped at $1,000 per director per year. |

  129. DIRECTOR COMPENSATION

    | (4) Our directors’ total compensation in this table does not include earnings on the 409A Plan, a nonqualified defined contribution plan in which Messrs. Bane and Connolly, and Ms. Harlam participates, because the participants do not receive any preferential or above-market earnings under such plan. Under the terms of the 409A Plan, the increase in the value of the benefit provided in the 409A Plan increases (or decreases) based upon changes in one or more generally available investment benchmarks or strategies chosen by the respective participant. |

  130. DIRECTOR COMPENSATION

    | (5) Messrs. Palandjian and Zelleke and Ms. Schmidt joined our Board of Directors in July 2024 and received fees in 2024 in connection with meeting attendance. |

  131. DIRECTOR COMPENSATION

    Director Stock Ownership Guidelines. The Company’s Board of Directors believes that the Company’s directors, including the Executive Chair and the CEO, should hold meaningful equity ownership positions in the Company, in part to align directors’ interests with those of the Company’s shareholders. Accordingly, the Board of Directors has adopted the stock ownership guidelines set forth below. Each director is expected to achieve the applicable stock ownership threshold within five years of either the date of initial implementation of the stock ownership guidelines (June 2020) or the date the director is first elected to the Board of Directors, whichever is later:

  132. DIRECTOR COMPENSATION

    | • | Non-employee directors shall hold five times the value of their cash retainers in shares of the Company’s stock; |

  133. DIRECTOR COMPENSATION

    | • | The Executive Chair and the CEO shall hold five times the value of his or her annual base salary in shares of the Company’s stock; and |

  134. DIRECTOR COMPENSATION

    | • | Any director who serves as an executive officer, other than the Executive Chair and the CEO, will be required to hold multiples of the value of his or her base salary in shares of the Company’s stock, depending on the position (and as set forth in the management stock ownership guidelines) and as established by the CHCM Committee. |

  135. DIRECTOR COMPENSATION

    There is a one year holding period for 50% of a director’s vested shares until the applicable minimum holding requirement described above has been met. Holdings that satisfy a director’s stock ownership requirements include all outstanding shares held and all restricted stock awarded to a director. Unvested awards of performance stock units, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock will not count towards satisfying the ownership requirement unless and until shares under such awards are issued to a director. Compliance with stock ownership guidelines is evaluated annually. A director is not required to purchase additional shares to satisfy the ownership requirement in the event of a decline in the Company’s stock price, but the director is generally prohibited from selling or transferring shares until the minimum ownership requirement has been achieved, except as otherwise determined by the CHCM Committee. As of January 1, 2025, all of our non-employee directors met or were on track to meet our stock ownership guidelines within the required time period.