DEF 14A of Eastern Bankshares, Inc.
Filed Mar 26, 2026 · FY20250001193125-26-126283
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Currently, the Company’s 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. Six directors are standing for election at the Annual Meeting. Based on the recommendation of its Nominating and Governance Committee, the Board of Directors has nominated Messrs. Borgen, Palandjian, Rivers, and Sullivan and Mses. Hessan and Schmidt for election as directors for the one-year term expiring at the 2027 annual meeting of shareholders. Messrs. Borgen, Palandjian, Rivers, and Sullivan and Mses. Hessan and Schmidt 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 the 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 Company shareholders in 2022, the Company’s Articles of Organization have been amended to provide that for the Annual Meetings of shareholders in 2026, the classes of directors whose terms expire at that meeting will be nominated for re-election for a one-year term, and the Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders. Each of the below nominees has considerable professional and business expertise. The Company’s 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. Borgen, Palandjian, Rivers, and Sullivan, and Mses. Hessan and Schmidt as directors is in the best interests of the Company. Information regarding the experience and qualifications of each Company director, including the six director nominees, is provided below.
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Luis A. Borgen | Experience | | Age 56 | Luis Borgen has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. He is a former Chief Financial Officer with over 25 years of experience in both public and private equity-backed companies in the consumer, healthcare, and technology sectors. From September 2019 through April 2022, Mr. Borgen served as Chief Financial Officer of 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. From 2017 to 2019, Mr. Borgen 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). From 1997 to 2010, 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 since 2021 and Synopsys since 2022. A veteran of the U.S. Air Force from 1992 to 1997, his early background focused on the development of intelligence, surveillance and reconnaissance platforms, and cyber warfare capabilities. Mr. Borgen 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, as well as his expertise in corporate governance, risk management, strategic planning, international expansion, and mergers and acquisitions, qualifies him to serve on our Board of Directors. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Diane S. Hessan | Experience | | Age 71 | Diane S. Hessan has served as a director of the Company and 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. While Ms. Hessan was CEO, the compound annual growth of C Space was 62% per year. Ms. Hessan also serves on the boards of DP Cap Acquisition Corp I, Tufts University, Panera Brands, Sago, and NACD New England. Ms. Hessan served on the board of Brightcove from March 2017 to April 2025 and served as its Chairman from May 2022 until February 2025. 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. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Leon A. Palandjian | Experience | | Age 56 | Dr. Leon A. Palandjian has served as a director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. Dr. Palandjian served as a director of Cambridge and Cambridge Trust Company since 2006, was Lead Director of Cambridge’s Board from 2014 until January 2017 and was chair of its Trust Committee. He serves as the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, Massachusetts, with responsibility for enterprise risk management and real estate capital market oversight. Dr. Palandjian 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 Principal at Flagship Ventures, a life sciences venture capital company, from 2000 to 2003, and as a Portfolio Manager at Andesite LLC, a hedge fund focused on the life sciences sector, from 2003 to 2006. He serves on the Advisory Board of Massachusetts General Hospital’s McCance Center for Brain Health, which researches how to prevent, detect early, and treat Alzheimer’s disease, and has also served as a trustee of Mount Auburn Hospital. Dr. Palandjian holds an M.D. from Harvard Medical School and a B.A. in Economics from Harvard College. He is a CFA charter holder. | | | 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. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Robert F. Rivers | Experience | | Age 61 | Robert F. Rivers is the Executive Chair and Chair of the Boards of Directors of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. Prior to that merger, he served as the Chief Executive Officer of Eastern Bank and its predecessor holding company, Eastern Bank Corporation since January 1, 2017. Mr. Rivers joined Eastern Bank in 2006 as its Vice Chair and Chief Banking Officer, becoming President in 2007, President and Chief Operating Officer in 2012, and was elected an Eastern Bank Director in 2015. Immediately prior to joining Eastern, he was an Executive Vice President for Retail Banking at the former Commercial Federal Bank in Omaha, Nebraska. From 1991 to 2005, Mr. Rivers held several staff and line leadership positions at M&T Bank in Buffalo, NY. Mr. Rivers has over 40 years of community banking experience and is a graduate of Stonehill College and the University of Rochester’s Simon Business School. For the past four years, he has been appointed to the Federal Reserve’s Federal Advisory Council. Mr. Rivers is involved extensively in the community, serving as Chair of the John F. Kennedy Library Foundation Board of Directors and is on the Board of Directors of the Greater Boston Chamber of Commerce, the Massachusetts Business Roundtable, The Lowell Plan, and The New England Council. He also is a member of the Board of Trustees of Stonehill College, the Advisory Boards of the Lawrence Partnership and UTEC, as well as the Boston Women’s Workforce Council and The Boston Club, and the Mass FinTech Hub. Mr. Rivers also Co-Chairs the Massachusetts Business Coalition for Early Childhood Education. Most recently, he was appointed by the Healey-Driscoll administration as Chair of MA250, commemorating the many events across the state that led to America’s independence. | | | Qualifications | | | We believe that Mr. Rivers’ experience as Board Chair and Chief Executive Officer for over nine years and now as 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. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Cathleen A. Schmidt | Experience | | Age 66 | Cathleen Schmidt has served as director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. She previously served as a director of Cambridge Bancorp and Cambridge Trust Company since 2016 until July 2024. Ms. Schmidt most recently served as Executive Director and Chief Executive Officer at McLane Middleton, Professional Association, a large full-service law firm, from 2013 until her retirement in September 2021. Prior to that, she served in banking leadership roles for three decades, including President and Chief Executive Officer of Citizen’s Bank New Hampshire/Vermont from 2006 to 2011, after previously serving in executive leadership roles with M&T Bank and Old Stone Bank. Ms. Schmidt’s community leadership has included service as Chair of the Business and Industry Association of New Hampshire, Chair of Granite United Way board of directors, Chair of the Business Committee for the Arts, a board member of Harvard Pilgrim Foundation, and the Moore Center. In addition, Ms. Schmidt has been a member of the Advisory Board of the New Hampshire Institute of Politics and the Board of Overseers of Dartmouth-Hitchcock Medical Center. She holds a 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 the New Hampshire market, qualify her to serve on our Board of Directors. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
| Michael J. Sullivan | Experience | | Age 71 | Michael J. Sullivan has served as a director of the Company and Eastern Bank since November 2025. Mr. Sullivan has been a partner at the Ashcroft Law Firm, LLC in Boston, Massachusetts since 2009. Previously, he was a United States Attorney for the District of Massachusetts from 2001 to 2009, where he led efforts focused on combatting fraud against government programs that resulted in the recovery of more than $4 billion. From 2006 until January 2009, he served as the Acting Director of the Bureau of Alcohol, Tobacco, Firearms and Explosives at the United States Department of Justice in Washington, D.C. Mr. Sullivan also served as District Attorney for Plymouth County, Massachusetts from 1995 to 2001. Mr. Sullivan joined HarborOne Bancorp, Inc.’s Board of Directors in 2015. During his service as Chair of the HarborOne Bancorp, Inc. and HarborOne Bank Boards of Directors from 2018 to 2025, Mr. Sullivan oversaw strategic initiatives that contributed to over 50% revenue growth for the company. Mr. Sullivan has been a member of the board of directors of Signature Healthcare since May 2009. Mr. Sullivan received his undergraduate degree from Boston College and his Juris Doctor from Suffolk University Law School. He has also received Honorary Doctorate degrees from New England School of Law and Suffolk University. | | | Qualifications | | | We believe that Mr. Sullivan’s extensive corporate regulatory compliance, security experience and legal expertise qualify him to serve on our Board of Directors. |
Nominees for Class III Directors for a One-Year Term That Will Expire in 2026
The directors listed below are not up for election this year, and each will continue in office until the annual meeting of shareholders in 2027 or until his or her earlier resignation, death, or removal in accordance with the Company’s Bylaws.
Class II Directors Continuing in Office (Term Will Expire in 2027)
Class II Directors Continuing in Office (Term Will Expire in 2027)
Class II Directors Continuing in Office (Term Will Expire in 2027)
| Richard E. Holbrook | Experience | | Age 74 Mr. Holbrook is expected to retire on December 31, 2026 in accordance with Company Policy. | Richard E. Holbrook currently serves as director and Chair Emeritus of the Company and 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 40 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. |
Class II Directors Continuing in Office (Term Will Expire in 2027)
| Deborah C. Jackson | Experience | | Age 74 | Deborah C. Jackson, the Lead Director of the Company and 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 2023. Prior to that, Ms. Jackson served for nearly a decade as Chief Executive Officer of the American Red Cross of Eastern Massachusetts. 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. 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. | | | Qualifications | | | We believe Ms. Jackson’s extensive executive, civic, community and board leadership experience qualifies her to serve on our Board of Directors. |
Class II Directors Continuing in Office (Term Will Expire in 2027)
| Peter K. Markell | Experience | | Age 71 | Peter K. Markell has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2006. He has been Executive Vice President of Administration and Finance 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. |
Class II Directors Continuing in Office (Term Will Expire in 2027)
| Linda M. Williams | Experience | | Age 66 | 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 serves as the Vice Chair of Morgan Memorial Goodwill Industries and the Treasurer and Chair of the Finance Committee for the Robert F. Kennedy Community Alliance. 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. |
Class II Directors Continuing in Office (Term Will Expire in 2027)
| Andargachew S. Zelleke | Experience | | Age 65 | Dr. Zelleke has served as a director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. He had served on the boards of Cambridge Bancorp and Cambridge Trust Company since October 2022, and previously served as a director of Innodata Inc., a global data engineering company, from 2012 through 2018. He brings to the Board approximately three decades of experience with corporate governance, leadership and management, negotiation, and law. He currently serves as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, a role he has held since 2011, after previously serving on the faculty at the Harvard Kennedy School from 2007-2011 and the Wharton School of the University of Pennsylvania from 2003-2007. He has also previously served as Project Director and Steering Committee member of the American Academy of Arts and Sciences’ Corporate Responsibility Project, and as Co-Director of the Harvard Kennedy School’s Center for Public Leadership. Dr. Zelleke co-edited Restoring Trust in American Business (MIT Press, 2005) and has authored articles and cases on corporate governance and on international affairs. In July 2024, Dr. Zelleke was appointed the Faculty Chair of Harvard Business School’s Middle East, North Africa & Central Asia Research Center, a Boston-based leadership role. He is also a life member of the Council on Foreign Relations. Early in his career, he practiced corporate law at two multinational law firms, Cleary Gottlieb Steen & Hamilton LLP and White & Case LLP, and he also taught at the University of California Los Angeles School of Law. Dr. Zelleke received an A.B. in Government, A.M. in Sociology, J.D., and Ph.D. in Organizational Behavior 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. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
Class I Directors Continuing in Office (Term Will Expire in 2027)
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Richard C. Bane | Experience | | Age 70 | Richard C. Bane has served as a director of the Company and 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. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Joseph F. Casey | Experience | | Age 65 | Joseph F. Casey has served as a director of the Company and Eastern Bank since November 2025. Mr. Casey served in leadership roles at HarborOne Bancorp, Inc. and HarborOne Bank for over twenty years, most recently as President and Chief Executive Officer of HarborOne Bancorp, Inc. from 2022 to 2025, as President and Chief Operating Officer of HarborOne Bancorp, Inc. from 2018 to 2022, and as Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer of the Company from 2016 to 2018. Mr. Casey’s financial and industry expertise played a pivotal role in successfully guiding HarborOne Bancorp, Inc.’s IPO in 2016 and facilitating long-term growth and successful financial performance. Mr. Casey was appointed President and Chief Operating Officer of HarborOne Bank in 2017 and served as Executive Vice President and Chief Financial Officer of HarborOne Bank from 2006 to 2015 and Senior Vice President and Chief Financial Officer from 2004 to 2006. Before joining HarborOne in 2004, Mr. Casey served as Vice President at Seacoast Financial Services, as Senior Vice President, CFO and Treasurer at Compass Bank for Savings from 2003 to 2004, and prior to that held various titles including CFO, Treasurer, Controller, and Internal Auditor at Andover Bancorp, Inc. Mr. Casey received his bachelor’s degree from Bentley University and is an inactive Certified Public Accountant. He is also a graduate of the American Bankers Association School of Bank Investments and of Harvard Business School’s Program for Management Development. Mr. Casey is a member of the Board of Directors of the Old Colony YMCA and Chairman of its Investment Committee. | | | Qualifications | | | We believe Mr. Casey’s extensive banking, financial and accounting expertise qualifies him to serve on our Board of Directors. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Joseph T. Chung | Experience | | Age 61 | Joseph T. Chung has served as a director of the Company and Eastern Bank and trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He is self-employed. He was Chief Technology Officer and Head of AI at Rippl Care, a position he held from April 2024 to November 2025. He was co-founder and Chief Executive Officer of Kinto, a care coaching platform for family members caring for loved ones with Alzheimer’s Disease and related dementias, where he served from 2019 to 2025. He was also co-founder and Managing Director of Redstar Ventures, an innovative venture foundry developing a series of new companies through a top down, market driven process, from 2010 to 2025. 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. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Bari A. Harlam | Experience | | Age 64 | Bari A. Harlam has served as a director of the Company and 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. From April 2018 to March 2020, Ms. Harlam served as the Chief Marketing Officer for Hudson’s Bay Company. Ms. Harlam served as the Executive Vice President of Membership, Marketing, and Analytics for BJ’s Wholesale Club, beginning in 2012 until 2016. 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 has served as a member of the Boards of Directors of Aterian, Inc., since February 2020 and OneWater Marine, Inc., since May 2020. Ms. Harlam serves on the Board of Trustees of the Eastern Bank Foundation, a position she has held since July 2014. She also served on the Board of Directors for Rite Aid Corporation from August 2020 to August 2024 and Champion Petfoods, LP from 2020 to 2023. 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. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Marisa J. Harney | Experience | | Age 68 | Marisa J. Harney has served as a director of the Company 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 43 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. |
Class I Directors Continuing in Office (Term Will Expire in 2027)
| Denis K. Sheahan | Experience | | Age 61 | Denis K. Sheahan serves as Chief Executive Officer of the Company and Eastern Bank, a position he has held since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. He previously served as Chairman, President and Chief Executive Officer of Cambridge Bancorp and Cambridge Trust Company, roles he held since April 2015. Prior to joining Cambridge, he most recently served as Chief Operating Officer and previously as Chief Financial Officer at Independent Bank Corp. and Rockland Trust Company, where he worked from 1996 to 2015. Before joining Independent Bank Corp., Mr. Sheahan served as Vice President of Finance at BayBanks, Inc., where he worked for 10 years. Mr. Sheahan currently serves as a director of the Cambridge Community Foundation, Inc., as a board member and Treasurer 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 was a board member and Board Chair of the Old Colony YMCA in Brockton, Massachusetts. Mr. Sheahan holds an MBA from Boston University and is an accounting graduate of the Munster Technological University, Cork, Ireland. | | | 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. |
Certain Relationships and Related Party Transactions
| • | Executive and director compensation; |
2025 Compensation Highlights
| Element | Results | | Base Salary | • None of the NEOs received an increase to base salary in 2025, except for Mr. Westermann, who received an increase of 4.2% reflecting his expanded role at the Company, further detailed below this table. | | MIP (Annual Cash Incentive) | • Annual target award opportunities: No adjustments were made to NEO target MIP opportunities as a percentage of base salary in 2025. • 2025 Award payouts: Based on 2025 Operating Net Income Results, the NEOs, except Mr. Westermann, received MIP awards equal to 110% of target. Mr. Westermann received an award of 143% of target, reflecting his exceptional individual performance in 2025, in accordance with the MIP and as detailed below. | | Equity LTIP (Long-Term Incentives) | • Annual equity grants: The CHCM Committee approved annual equity awards granted in March 2025 weighted at 60% PSUs and 40% RSUs. To strengthen alignment between executive compensation and the Company’s long-term strategic priorities, the CHCM Committee approved a revised PSU design for awards granted in 2025. Under this design, PSU performance will be measured at the end of a three-year period (January 1, 2025 - December 31, 2027) based on a balanced combination of relative TSR market performance and two pre-established, absolute financial goals: • Total Shareholder Return (“TSR”) relative to the KRX Banks(1) • Operating Net Income Growth • Average Operating Return on Average Tangible Common Equity (“ROATCE”) • RSUs will vest in equal installments over a three-year period tied to the anniversary of the grant date. • Annual target award opportunities: No adjustments were made to NEO target LTIP opportunities as a percentage of base salary in 2025. Further detail on the 2025 equity grants is provided in the Long-Term Equity Compensation (“Equity LTIP”) section of this CD&A • 2025 PSU Award payouts: For the January 1, 2023 - December 31, 2025 PSU performance period, the NEOs earned 93.1% of their target PSUs. |
2025 Compensation Highlights
(1) “KRX” refers to the KBW Regional Banking Index, an index that is designed to track the performance of regional banks and thrift institutions that are publicly traded in the U.S. “KRX Banks” refers to the companies that comprise the KRX as of the last day of the performance period, excluding companies that have any of the following characteristics: (1) headquartered in Puerto Rico; (2) announced target of a pending acquisition; and/or (3) less than three years of performance history or trading data. Mr. Westermann’s role at the Company expanded significantly following the merger with Cambridge Trust. He now leads technology, digital and innovation strategy, operations, product and the consumer bank, ensuring technology and digital capabilities help drive growth and profitability in the consumer bank. Given his expanded role, the PEO recommended and the CHCM Committee approved a one-time RSU grant of $500,000, granted in March 2025, which vests in full in March 2028, subject to continued employment. As previously disclosed, in March 2025, Mr. Sheahan received a one-time equity award of RSUs of $2.3 million that vests pro-rata over a five-year period, subject to continued employment. This one-time award was part of the Cambridge Trust merger agreement—it offset the loss of Mr. Sheahan’s Cambridge Trust Supplemental Executive Retirement Plan benefits (following the freezing of his SERP) and reflects the importance of his leadership in ensuring a smooth integration, talent and customer retention and continued success post-merger.
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. Awards are funded based on Company performance on pre-established key metrics, with payout levels reflecting individual targets and performance against defined goals. | | 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. |
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 the Company’s executive officers, including 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 Company 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 the Executive Chair and CEO, including base salary, annual incentives and long-term incentives. The CHCM Committee recommends to the Board the Executive Chair and CEO’s compensation, which is then 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. The CHCM Committee also meets in executive session without management members present. Only members of the CHCM Committee vote on decisions about compensation for the NEOs (other than the Executive Chair and CEO), and the independent members of the Board of Directors vote on our Executive Chair and CEO compensation. The Executive Chair and CEO are not involved in decisions or deliberations about their own compensation. The Role of the Company’s 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 2025 executive compensation decisions, the CHCM Committee engaged Pearl Meyer as its independent compensation consultant to provide advice and market context regarding the competitiveness of our executive compensation program. 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. The CHCM Committee believes that a competitive pay package is a critical tool to attract and retain qualified executives. The CHCM Committee’s goal is to ensure that it continues to measure compensation practices against organizations similar to the Company in size and scope that compete with it for key executives, which are considered important benchmarks in our industry. With the assistance of Pearl Meyer, the CHCM Committee uses a criteria-based approach in selecting peer companies that are used for the purpose of benchmarking executive compensation practices. 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 generally ranging from 0.5x to 2.0x the Company’s size), similar loan and business mix, and comparable market capitalization. In the Spring of 2024, Pearl Meyer conducted an updated review of the Company’s compensation peer group and recommended the removal of PacWest Bancorp, due to the merger with Banc of California, and the addition of Associated Banc-Corp, an institution meeting the desired size profile and business model characteristics. Following the review of Pearl Meyer’s recommendations, the CHCM Committee approved the following 21 companies for the purpose of informing 2025 compensation decisions related to Company NEOs, all of which were publicly-traded commercial banks with assets between $17 billion and $49 billion as of March 31, 2024.
The Decision-Making Process
| 2025 Compensation Peer Group | | | | Ameris Bancorp | F.N.B. Corporation | Simmons First National Corporation | | Associated Banc-Corp | Fulton Financial Corporation | SouthState Corporation | | Atlantic Union Bankshares Corporation | Glacier Bancorp, Inc. | Trustmark Corporation | | Bank OZK | Independent Bank Corp. | United Bankshares, Inc. | | BankUnited, Inc. | Independent Bank Group, Inc. | United Community Banks, Inc. | | Cathay General Bancorp | Pacific Premier Bancorp, Inc. | WaFd, Inc. | | First Financial Bancorp. | Pinnacle Financial Partners, Inc. | WSFS Financial Corporation |
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. No adjustments were made to NEO target MIP opportunities as a percentage of base salary in 2025. The annual target award opportunities for the NEOs in 2025 are set forth below.
Management Incentive Plan (“MIP”)
| Named Executive Officer | Fiscal Year 2025 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 | $800,000 | 90% | $720,000 | | Quincy L. Miller | $650,000 | 75% | $487,500 | | R. David Rosato | $550,000 | 65% | $357,500 | | Donald M. Westermann | $500,000 | 60% | $300,000 |
Management Incentive Plan (“MIP”)
| (1) For purposes of MIP calculations, “Salary” generally refers to a NEO’s year-end base salary rate. |
Management Incentive Plan (“MIP”)
MIP Funding Pool. All awards under the MIP (“MIP 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 consideration of whether minimum performance thresholds have been achieved. The funding pool from which MIP awards are actually paid (“Actual Funding Pool”) is based on the Target Funding Pool adjusted to reflect the Company’s performance against the pre-established measures for such year. Individual MIP Awards are paid from the Actual Funding Pool and can be adjusted to reflect individual performance. 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. 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, determine the individual MIP payouts to executives based on the Actual Funding Pool and their individual performance. 2025 Company Performance Measure and Results. For 2025, the CHCM Committee approved Operating Net Income as the sole company performance measure under the MIP. The CHCM Committee believes that Operating Net Income provides a useful metric for measuring and understanding the Company’s core earnings performance. Operating Net Income, unlike GAAP net income, removes the impact of non-core items, providing 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 non-core items facilitates greater visibility for investors into the Company’s 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 2025 Operating Net Income target at $302.2 million based on 2025 budget, representing an over 50% increase over 2024 Operating Net Income results of $196.6 million. This increase reflects the Company’s larger size, expanded earnings profile and operating leverage following recent growth initiatives. The materially higher target continues to represent a robust and disciplined level of performance consistent with the Company’s focus on accountability and sustainable profitability. Linear interpolation is used for performance between threshold and maximum. Performance below the established threshold results in no award payouts under the MIP, reinforcing meaningful downside risk. 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 2025:
Management Incentive Plan (“MIP”)
| | Performance Range | | | | | | Threshold | Target | Maximum | Actual Results | | Operating Net Income* | $241.8 MM | $302.2 MM | $377.8 MM | $318.0 MM | | Funding as a % of Target | 50% | 100% | 150% | 110% |
Management Incentive Plan (“MIP”)
| * For a complete reconciliation of Operating Net Income for 2024 and 2025, please refer to page 53 of the Company’s Annual Report on Form 10-K filed March 2, 2026. |
Management Incentive Plan (“MIP”)
As described above in the “Business Overview” section of this CD&A, 2025 Operating Net Income results were $318.0 million, resulting in an Actual Funding Pool of 110% of target. 2025 MIP Award Payouts. The table below summarizes the 2025 MIP awards earned by each of the NEOs. As reflected below, the majority of NEOs received awards based solely on the Actual Funding Pool of 110% of target. Due to his exceptional performance in 2025 in leading the successful integration of HarborOne Bank, the rollout of Salesforce across the Company and the deeper integration of consumer banking, product and technology to drive growth, the PEO recommended, and the CHCM approved a larger MIP award payout to Mr. Westermann based on his individual performance, in accordance with the MIP plan.
Management Incentive Plan (“MIP”)
| Named Executive Officer | MIP Award Earned in 2025 ($) | MIP Award as % | | Robert F. Rivers | $1,094,500 | 110% | | Denis K. Sheahan | $792,000 | 110% | | Quincy L. Miller | $536,250 | 110% | | R. David Rosato | $393,250 | 110% | | Donald M. Westermann | $430,000 | 143% |
Long-Term Equity Compensation (“Equity LTIP”)
Long-Term Equity Compensation (“Equity LTIP”) Equity LTIP awards for 2025 were structured to reflect the CHCM Committee’s commitment to 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 2025 awards were structured as follows:
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, 2025 - December 31, 2027) to focus on long-term value creation. • The awards are comprised of three performance measures (weighting %): • Relative TSR Performance (25.0%) • Absolute Growth in Operating Net Income (37.5%) • Absolute Operating Return on Average Tangible Common Equity (37.5%) • Each performance measure has a payout range of 0% to 150% of target. No payout is earned for a measure if performance falls below its performance threshold. The weighted results across all measures determine the total number of PSUs 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. | | 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 3, 2025. |
Long-Term Equity Compensation (“Equity LTIP”)
The table below shows the annual target Equity LTIP award values granted in fiscal year 2025 for each of the NEOs:
Long-Term Equity Compensation (“Equity LTIP”)
| Named Executive Officer | Fiscal Year 2025 Salary | Target Award Opportunity (as a % of Salary) | PSUs (at Target) | RSUs | LTI Target Award Opportunity ($)(1) | | Robert F. Rivers | $995,000 | 150% | $895,500 | $597,000 | $1,492,500 | | 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 | | R. David Rosato | $550,000 | 100% | $330,000 | $220,000 | $550,000 | | Donald M. Westermann | $500,000 | 60% | $180,000 | $120,000 | $300,000 |
Long-Term Equity Compensation (“Equity LTIP”)
| (1) Actual award amounts for PSUs (at target) and RSUs were determined based on the closing price of Company common stock on the grant date of March 3, 2025, which was $17.73 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. In addition, the table shown above does not reflect certain off-cycle, one-time RSU awards granted in March 2025 to Mr. Sheahan (in connection with the Cambridge Trust merger and the end of his SERP retirement benefit) and Mr. Westermann (as part of his expanded leadership roles). |
A Closer Look at PSUs
A Closer Look at PSUs To strengthen alignment between executive compensation and the Company’s long-term strategic priorities, the CHCM Committee approved a revised PSU design for awards granted in 2025. Under this design, PSU performance will be measured at the end of a three-year period (January 1, 2025 – December 31, 2027) based on a balanced combination of relative TSR market performance and pre-established, absolute financial goals. The following table summarizes each performance measure, its weighting, and its purpose within the program.
A Closer Look at PSUs
| Performance Measure | Weighting | Description and Rationale | | Relative Total Shareholder Return (“TSR”) vs. KRX Banks | 25.0% | • Measures the Company’s TSR relative to the KRX Banks over the three-year performance period. • Payouts range from 25% (at threshold performance of 25th percentile) to 150% (maximum for performance at or above the 75th percentile) of target, with no payout below the 25th percentile. If absolute TSR is negative, the payout under this component is capped at target. • This metric reinforces alignment with shareholder value creation and market performance. | | Absolute Growth in Operating Net Income | 37.5% | • Evaluates Operating Net Income growth at the end of the performance period compared with pre-established goals, emphasizing sustainable earnings growth and disciplined expense management. • Payouts range between 50% (threshold) and 150% (maximum) of target, with no payout below threshold performance. • Operating Net Income excludes non-recurring or unusual items, as determined by the CHCM Committee, to ensure results reflect core operating performance. | | Absolute Operating Return on Average Tangible Common Equity (“ROATCE”) | 37.5% | • Assesses average Operating ROATCE over the three-year period relative to pre-established goals. • Payouts range between 50% (threshold) and 150% (maximum) of target, with no payout below threshold performance. • This measure focuses on efficient use of capital and sustained profitability, excluding non-operating items to provide a clear view of underlying business performance. |
A Closer Look at PSUs
Note: Payouts are linearly interpolated for performance between threshold and maximum. The Committee recognizes that Operating Net Income is also used as the performance measure under the annual MIP. Its inclusion in both the short- and long-term incentive programs aligns with the Company’s strategy: while the MIP evaluates one-year results against the annual operating plan, the PSU metric measures Operating Net Income at the end of a three-year period to promote sustained earnings growth and disciplined expense management across cycles. In the long-term plan, Operating Net Income performance is assessed together with Operating ROATCE to balance growth in earnings with efficient use of capital, along with relative TSR. In 2026, the CHCM Committee will continue to assess the use of Operating Net Income in both the annual and long-term incentive programs, including whether its application and weighting remains appropriate to support sustainable performance and align executive incentives with shareholder interests. While the Company believes in transparency and discloses as much information to shareholders as is necessary to understand our executive compensation structure, we believe that disclosing the specific levels of required performance for the Growth In Operating Net Income and Operating Return on Average Tangible Common Equity on a prospective basis would provide competitors with insight regarding confidential business and strategic plans, without meaningfully adding to shareholder understanding. We disclose actual levels of performance against the pre-established goals on a retrospective basis as PSU awards vest each year.
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025) The PSUs earned for the 2023–2025 performance period under the Equity LTIP were based solely on the Company’s TSR relative to the KRX Banks, with payout opportunities ranging from 25% of target for threshold performance to 150% of target for maximum performance. No PSUs would be earned if performance fell below the threshold level, and consistent with the design of prior awards, if the Company’s absolute TSR was negative for the period, any earned payout was capped at target regardless of relative performance.
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)
| Performance Achievement Level Opportunity for Performance Period 2023-2025 | | | | | | | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | | Relative TSR | 25th percentile | 50th percentile | 75th percentile or higher | 47.7th percentile | | Payout % (of Target)* | 25% | 100% | 150% | 93.1% |
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)
* Subject to linear interpolation between performance levels if threshold is achieved.
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)
| • | Relative TSR Performance Results. At the end of the performance period, the Company’s TSR was at the 47.7th percentile. As a result, 93.1% of target was earned by the three NEOs who received 2023 PSU grants for the 2023-2025 performance period. |
PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)
| Named Executive Officer | 2023 Target PSUs Granted | 2023 PSUs Earned & Vested | | Robert F. Rivers | 31,829 | 29,632 | | Quincy L. Miller | 11,324 | 10,542 | | Donald M. Westermann | 5,930 | 5,520 |
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 voluntarily 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 Mr. Westermann), 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.
No Tax Gross Ups
No Tax Gross Ups The 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 the 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.
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.
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 CHCM 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below sets forth the total compensation paid to, or earned by, the Company’s NEOs for the years ended December 31, 2025, 2024 and 2023 in accordance with applicable SEC rules.
2025 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 | 2025 | $995,000 | $— | $1,094,500 | $1,480,480 | $764,265 | $98,448 | $4,432,693 | | Executive Chair and Chair of the Board of Directors | 2024 | $995,000 | $— | $1,124,350 | $1,353,380 | $640,281 | $73,126 | $4,186,137 | | | 2023 | $995,000 | $— | $2,434,326 | $820,870 | $617,294 | $47,607 | $4,915,097 | | Denis K. Sheahan Chief Executive Officer | 2025 | $800,000 | $— | $792,000 | $3,371,297 | $57,087 | $49,483 | $5,069,867 | | | 2024 | $338,462 | $— | $406,800 | $851,066 | $18,099 | $15,597 | $1,630,024 | | Quincy L. Miller | 2025 | $650,000 | $— | $536,250 | $741,489 | $275,104 | $70,697 | $2,273,540 | | President and Chief Operating Officer | 2024 | $628,462 | $— | $531,494 | $615,241 | $201,482 | $57,453 | $2,034,132 | | | 2023 | $590,000 | $— | $866,942 | $292,046 | $196,629 | $41,241 | $1,986,858 | | R. David Rosato Chief Financial Officer | 2025 | $550,000 | $— | $393,250 | $545,565 | $49,916 | $28,782 | $1,567,513 | | | 2024 | $205,192 | $200,000 | $167,771 | $783,416 | $— | $4,120 | $1,360,499 | | Donald M. Westermann | 2025 | $496,667 | $— | $430,000 | $785,660 | $265,825 | $57,601 | $2,035,753 | | Chief Information Officer | 2024 | $477,250 | $150,000 | $325,440 | $252,160 | $180,117 | $49,600 | $1,434,567 | | | 2023 | $463,500 | $— | $465,046 | $152,935 | $123,049 | $37,340 | $1,241,870 |
2025 Summary Compensation Table
| (1) Neither Messrs. Sheahan nor Rosato were NEOs prior to 2024. Their respective compensation is therefore only disclosed for the years ended December 31, 2025 and 2024. The compensation disclosed for 2024 reflects their compensation earned during 2024. Mr. Westermann was not a NEO in 2024. |
2025 Summary Compensation Table
| (2) Represents base salary earned in 2025, 2024 and 2023, as applicable. The following NEOs received salary increases during the years reported: 2025 Mr. Westermann, 2024 Messrs. Miller and Westermann. No salary changes were implemented in 2023 for the NEOs. |
2025 Summary Compensation Table
| (3) Mr. Rosato received a one-time cash award in 2024 as part of his new hire package to offset his forfeited annual incentive award from his prior employer. Mr. Westermann received a one-time cash award in 2024 in recognition of his role leading the successful merger and integration of Cambridge Trust. |
2025 Summary Compensation Table
| (4) Represents cash awards earned under the Company’s MIP during 2025, 2024 and 2023, and amounts payable under legacy LTIP cash awards that matured on December 31, 2023. |
2025 Summary Compensation Table
| • | MIP Awards: For Messrs. Rivers, Sheahan, Miller, Rosato and Westermann, amounts earned under the MIP in 2025 were $1,094,500, $792,000, $536,250, $393,250, $430,000. For Messrs. Rivers, Sheahan, Miller, Rosato and Westermann, amounts earned under the MIP in 2024 were $1,124,350, $406,800, $531,494, $167,771, and $325,440 respectively. For Messrs. Rivers, Miller, and Westermann, amounts earned under the MIP in 2023 were $895,500, $354,000, and $208,575, respectively. |
2025 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 Westermann, the amounts payable under legacy LTIP awards that were granted in 2019 and matured on December 31, 2023 were $1,524,000, $508,000, and $254,000, respectively. |
2025 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 Mr. Miller and $2,471 for Mr. Westermann. |
2025 Summary Compensation Table
| (6) Amounts included in the “Stock Awards” column for the years ended December 31, 2025, 2024 and 2023 represent the aggregate grant date fair values of the RSUs and PSUs calculated in accordance with ASC 718. Amounts related to the stock awards are reported in the table above pursuant to applicable SEC regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made as compared to the actual vesting. As previously disclosed in March 2025, Mr. Sheahan received a one-time RSU grant of 129,723 shares that vests pro-rata over a five-year period, subject to continued employment. This one-time award was part of the Cambridge Trust merger and was provided to offset the loss of Mr. Sheahan’s Cambridge Trust Supplemental Executive Retirement Plan benefit, and reflects the importance of his leadership in ensuring talent and customer retention post-merger. Mr. Westermann’s 2025 RSU grant includes 28,200 shares that vest in full on the 3 year anniversary of the grant in recognition of his expanded leadership role aligning technology, operations, product and the consumer bank. The portion of the amount attributable to PSUs represents the value at the grant date assuming the probable outcome of performance conditions, which is assumed at the target value. The value of each NEO’s PSUs at the grant date assuming the highest level of performance achievement, or maximum value, is as follows: Mr. Rivers: $1,325,240 (2025), $1,134,574 (2024), and $485,074 (2023); Mr. Sheahan: $958,975 (2025) and $628,620 (2024); Mr. Miller: $663,735 (2025), $515,773 (2024), and $172,578 (2023); Mr. Rosato: $488,357 (2025) and $320,137 (2024); and Mr. Westermann: $255,724 (2025), $211,396 (2024), $90,373 (2023). |
2025 Summary Compensation Table
| (7) Represents the change in the value of the Pension Plan and Benefit Equalization Plan (“BEP”) for all NEOs, for the period of January 1 to December 31 for each applicable reporting year. Mr. Rosato became eligible for these Plans in 2025. |
2025 Summary Compensation Table
| (8) All Other Compensation in the table above includes the amounts for 2025, 2024 and 2023, as applicable, set forth in the following table. |
2025 Summary Compensation Table
| All Other Compensation | | | | | | | | Named Executive Officer | Fiscal Year | Perquisites (a) | 401(k) Plan Defined Contribution Plan (b) | Dividends Paid on Vested Equity Awards | Employer Allocations to ESOP (c) | Total (d) | | Robert F. Rivers | 2025 | $17,824 | $10,500 | $51,529 | $18,595 | $98,448 | | | 2024 | $18,321 | $10,350 | $25,156 | $19,299 | $73,126 | | | 2023 | $15,711 | $9,900 | $8,539 | $13,457 | $47,607 | | Denis K. Sheahan | 2025 | $17,344 | $10,500 | $5,250 | $16,389 | $49,483 | | | 2024 | $5,443 | $10,154 | $— | $— | $15,597 | | Quincy L. Miller | 2025 | $12,012 | $10,500 | $29,590 | $18,595 | $70,697 | | | 2024 | $12,749 | $10,350 | $15,055 | $19,299 | $57,453 | | | 2023 | $12,192 | $9,900 | $5,692 | $13,457 | $41,241 | | R. David Rosato | 2025 | $14,874 | $6,981 | $6,927 | $— | $28,782 | | | 2024 | $4,120 | $— | $— | $— | $4,120 | | Donald M. Westermann | 2025 | $10,232 | $10,500 | $18,274 | $18,595 | $57,601 | | | 2024 | $10,195 | $10,350 | $9,756 | $19,299 | $49,600 | | | 2023 | $10,188 | $9,900 | $3,795 | $13,457 | $37,340 |
2025 Summary Compensation Table
| (a) Amount includes automobile, parking and gas allowances and taxable imputed incomes. |
2025 Summary Compensation Table
| (b) Represents employer contributions under the Company’s 401(k) Plan made on behalf of the NEO. |
2025 Summary Compensation Table
| (c) Represents the value of an allocation of shares of Company common stock pursuant to the terms of the Company’s ESOP in connection with the NEO’s service in fiscal year 2025, 2024 and 2023, as applicable. The value is calculated based on the closing price of Company stock on the last day of trading of the year. |
2025 Summary Compensation Table
| (d) NEOs’ total compensation in the Summary Compensation Table does not include earnings on the now frozen SERP, in which Messrs. Rivers and Miller participated in while it was an active plan, because NEOs do not receive any preferential or above-market investment earnings under such plans. Under the terms of the SERP, the value of the benefit provided increases or decreases based upon changes in one or more generally available investment benchmarks or strategies chosen by the respective participant. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table sets forth information with respect to grants of non-equity and equity plan awards to Company NEOs in 2025.
Grant of Plan-Based Awards
| | | | | Estimated future payments under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | | | | Named Executive Officer | Type of Award | Grant Date | Approval Date | Threshold ($) | 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 | 3/3/2025 | 2/24/2025 | — | — | — | — | — | — | 33,671 | $596,987 | | | PSU | 3/3/2025 | 2/24/2025 | — | — | — | 22,097 | 50,507 | 75,761 | — | $883,492 | | | STI | - | - | $497,500 | $995,000 | $1,492,500 | — | — | — | — | $— | | Denis K. Sheahan | RSU | 3/3/2025 | 2/24/2025 | — | — | — | — | — | — | 154,088 | $2,731,980 | | | PSU | 3/3/2025 | 2/24/2025 | — | — | — | 15,990 | 36,548 | 54,822 | — | $639,317 | | | STI | - | - | $360,000 | $720,000 | $1,080,000 | — | — | — | — | $— | | Quincy L. Miller | RSU | 3/3/2025 | 2/24/2025 | — | — | — | — | — | — | 16,864 | $298,999 | | | PSU | 3/3/2025 | 2/24/2025 | — | — | — | 11,067 | 25,296 | 37,944 | — | $442,490 | | | STI | - | - | $243,750 | $487,500 | $731,250 | — | — | — | — | $— | | R. David Rosato | RSU | 3/3/2025 | 2/24/2025 | — | — | — | — | — | — | 12,408 | $219,994 | | | PSU | 3/3/2025 | 2/24/2025 | — | — | — | 8,143 | 18,612 | 27,918 | — | $325,571 | | | STI | - | - | $178,750 | $357,500 | $536,250 | — | — | — | — | $— | | Donald M. Westermann | RSU | 3/3/2025 | 2/24/2025 | — | — | — | — | — | — | 34,697 | $615,178 | | | PSU | 3/3/2025 | 2/24/2025 | — | — | — | 4,264 | 9,746 | 14,619 | — | $170,482 | | | STI | - | - | $150,000 | $300,000 | $450,000 | — | — | — | — | $— |
Grant of Plan-Based Awards
| (1) Represents 2025 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. |
Grant of Plan-Based Awards
| (2) Represents PSUs that will vest in one installment on or around March 1, 2028, subject to continued service and the satisfaction of applicable performance conditions. The number of PSUs to be earned is dependent on the Company’s achievement against the three performance measures that the 2025 PSU awards contain, highlighted above in the Long-Term Equity Compensation (“Equity LTIP”) section of the Compensation Discussion and Analysis, over the three-year performance period from January 1, 2025 through December 31, 2027. No PSUs will vest for performance below threshold levels. |
Grant of Plan-Based Awards
| (3) Represents RSUs that vest in three equal installments on the anniversaries of the grant date (March 3, 2025), subject to continued service for all of the NEOs. Mr. Sheahan’s RSU total includes 129,723 RSUs that vest in five equal installments on the anniversary of the grant date (March 3, 2025) and Mr. Westermann’s RSU total includes 28,200 RSUs that cliff vests on the three-year anniversary of the grant date (March 3, 2025). |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information regarding PSUs and RSUs, as applicable, held by NEOs on December 31, 2025.
Outstanding Equity Awards at 2025 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 | 42,695 | $786,869 | | | RSU - 2023 | 10,610 | $195,542 | | | PSU - 2023 | 29,632 | $546,118 | | | RSU - 2024 | 31,070 | $572,620 | | | PSU - 2024 | 104,859 | $1,932,551 | | | RSU - 2025 | 33,671 | $620,557 | | | PSU - 2025 | 75,760 | $1,396,257 | | Denis K. Sheahan (3) | RSU - 2023 | 11,518 | $212,277 | | | RSU - 2024 | 17,215 | $317,272 | | | PSU - 2024 | 58,098 | $1,070,746 | | | RSU - 2025 | 154,088 | $2,839,842 | | | PSU - 2025 | 54,822 | $1,010,369 | | Quincy L. Miller | RSU - 2022 | 28,464 | $524,592 | | | RSU - 2023 | 3,775 | $69,573 | | | PSU - 2023 | 10,542 | $194,289 | | | RSU - 2024 | 14,125 | $260,324 | | | PSU - 2024 | 47,668 | $878,521 | | | RSU - 2025 | 16,864 | $310,804 | | | PSU - 2025 | 37,944 | $699,308 | | R. David Rosato | RSU - 2024 | 22,714 | $418,619 | | | PSU - 2024 | 29,587 | $545,288 | | | RSU - 2025 | 12,408 | $228,679 | | | PSU - 2025 | 27,918 | $514,529 | | Donald M. Westermann | RSU - 2022 | 18,976 | $349,728 | | | RSU - 2023 | 1,977 | $36,436 | | | PSU - 2023 | 5,520 | $101,734 | | | RSU - 2024 | 5,789 | $106,691 | | | PSU - 2024 | 19,537 | $360,067 | | | RSU - 2025 | 34,697 | $639,466 | | | PSU - 2025 | 14,619 | $269,428 |
Outstanding Equity Awards at 2025 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. RSU awards granted in 2025 for Messrs. Rivers, Miller and Rosato will vest in three equal installments on the anniversary of the grant date (March 1, 2025), subject to continued employment. The RSU awards granted to Mr. Sheahan in 2025 are comprised of 24,365 shares that will vest in 3 equal installments on the anniversary of the grant date (March 3, 2025) and 129,723 shares that will vest in 5 equal installments on the anniversary of the grant date (March 3, 2025), subject to continued employment. The RSU awards granted to Mr. Westermann in 2025 are comprised of 6,497 RSUs that will vest in three equal installments on the anniversary of the grant date (March 3, 2025) and 28,200 RSUs that will vest in one installment on the third anniversary of the grant date (March 3, 2025), subject to continued employment. PSUs granted in 2023, based on TSR performance, vested in one installment on March 1, 2026. PSUs granted in 2024, based on TSR performance, will vest in one installment on or about March 1, 2027, subject to continued employment and the satisfaction of applicable performance conditions. PSUs granted on March 3, 2025, |
Outstanding Equity Awards at 2025 Fiscal Year End
| based on the three performance measures described in Long-Term Equity Compensation (“Equity LTIP”) of the CD&A, will vest in one installment on or about March 3, 2028, subject to continued employment and the satisfaction of applicable performance conditions. The number of PSUs earned is dependent on the Company’s performance on the applicable measures over the three-year performance period. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) The market value of RSUs is based on the closing price of $18.43 of Company common stock on December 31, 2025, multiplied by the number of underlying granted but unvested units. PSUs granted in 2023 are reflected at their actual performance achievement of 93.1% multiplied by the closing price of $18.43 of the Company common stock on December 31, 2025. PSUs granted in 2024 and 2025 are reflected at maximum performance at the closing price of $18.43 of Company common stock on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Mr. Sheahan’s outstanding equity is inclusive of awards issued by Cambridge Trust that were converted to Eastern Bank equity awards at the time of the merger in 2024. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information regarding PSUs and RSUs, as applicable, that vested during the year ended December 31, 2025. None of the NEOs owned or exercised options in 2025.
Option Exercises and Stock Vested
| | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting ($)(2) | | Robert F. Rivers | 127,543 | $2,261,337 | | Denis K. Sheahan | 8,606 | $146,474 | | Quincy L. Miller | 78,434 | $1,390,635 | | R. David Rosato | 11,356 | $193,279 | | Donald M. Westermann | 49,937 | $885,383 |
Option Exercises and Stock Vested
| (1) The Number of Shares Acquired on Vesting represents the shares underlying RSUs granted on March 1, 2022, March 1, 2023 and March 1, 2024 that vested on March 1, 2025, as well as the shares underlying PSUs granted on March 1, 2022 that vested on March 1, 2025. The total represents the number of shares that vested, prior to shares withheld for taxes. |
Option Exercises and Stock Vested
| (2) Value Realized on Vesting represents the number of shares underlying the RSUs that vested on March 1, 2025 multiplied by the closing price ($17.73) of Company stock on March 1, 2025. Messrs Sheahan and Rosato represents the number of shares underlying the RSUs that vested on September 3, 2025 multiplied by the closing price ($17.02) of Company stock on September 2, 2025. |
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. During the year ended 2025, Mr. Sheahan vested in 57,486 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. |
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 the 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, and Miller each participated in the SERP, while it was an active plan. 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 Miller are fully vested under the terms of the SERP. 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 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, 2025.
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 | $— | $— | $2,221,444 | $— | $13,957,793 | | Denis K. Sheahan (1) | $1,232,182 | $— | $182,150 | $— | $2,551,215 | | Quincy L. Miller | $— | $— | $406,526 | $— | $2,554,290 | | R. David Rosato | $— | $— | $— | $— | $— | | Donald M. Westermann | $— | $— | $24,286 | $— | $163,120 |
Nonqualified Deferred Compensation
| (1) Mr. Sheahan’s Executive contribution represents 57,486 shares of RSUs that vested during the year ended 2025 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. |
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. |
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, 2025, as applicable. |
Pension Benefits
Pension Benefits Defined Benefit Pension Plan. The Company provides pension benefits to its employees, including the NEOs, through membership in the Pension Plan. The Pension Plan is a noncontributory, defined benefit plan, and the Company’s 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 NEOs eligible to participate in the Pension Plan are fully vested in their account balances under the Pension Plan, with the exception of Mr. Rosato who became eligible for the Pension Plan in August 2025, and will not be fully vested until the 2027 Plan year. 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. Participants in the SERP did not receive BEP benefits while the SERP was active; Messrs. Rivers and Miller first became eligible for the BEP in 2022, Mr. Sheahan in 2024 and Mr. Rosato in 2025. The amounts reported in the table below equal the present value of the accumulated pension benefits at the end of fiscal year 2025 for each of our NEOs. The Pension Plan is referred to as the “Defined Benefit Plan” in this table.
Pension Benefits
| Pension Benefits | | | | | | Named Executive Officer | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit as of 12/31/2025 | Payments during Last Fiscal Year | | Robert F. Rivers | Total | | $2,840,719 | $— | | | Defined Benefit Plan | 19.9 | $1,109,077 | $— | | | BEP | | $1,731,642 | $— | | Denis K. Sheahan | Total | | $75,186 | $— | | | Defined Benefit Plan | 10.8 | $39,155 | $— | | | BEP | | $36,031 | $— | | Quincy L. Miller | Total | | $903,254 | $— | | | Defined Benefit Plan | 9.8 | $439,620 | $— | | | BEP | | $463,634 | $— | | David Rosato | Total | | $49,917 | $— | | | Defined Benefit Plan | 1.4 | $30,811 | $— | | | BEP | | $19,106 | $— | | Donald M. Westermann | Total | | $1,439,162 | $— | | | Defined Benefit Plan | 18.7 | $631,683 | $— | | | BEP | | $807,479 | $— |
Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2025
Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2025
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 | $2,995,950 | | RSU | $— | $2,175,588 | $1,268,721 | $2,175,588 | | PSU | $— | $— | $— | $3,915,426 | | Medical | $34,714 | $— | $— | $26,036 | | Denis K. Sheahan | | | | | | Salary | $1,600,000 | $— | $— | $2,400,000 | | MIP | $720,000 | $720,000 | $720,000 | $2,160,000 | | RSU | $— | $3,369,391 | $370,904 | $3,369,391 | | PSU | $— | $— | $— | $2,081,116 | | Medical | $— | $— | $— | $45,021 | | Quincy L. Miller | | | | | | Salary | $1,300,000 | $— | $— | $1,950,000 | | MIP | $487,500 | $487,500 | $487,500 | $1,462,500 | | RSU | $— | $1,165,292 | $724,317 | $1,165,292 | | PSU | $— | $— | $— | $1,786,540 | | Medical | $— | $— | $— | $— | | David Rosato | | | | | | Salary | $— | $— | $— | $1,100,000 | | MIP | $— | $357,500 | $357,500 | $715,000 | | RSU | $— | $647,298 | $209,291 | $647,298 | | PSU | $— | $— | $— | $1,059,826 | | Medical | $— | $— | $— | $23,548 | | Donald M. Westermann | | | | | | Salary | $— | $— | $— | $1,000,000 | | MIP | $— | $300,000 | $300,000 | $600,000 | | RSU | $— | $1,132,321 | $439,500 | $1,132,321 | | PSU | $— | $— | $— | $738,794 | | Medical | $— | $— | $— | $45,021 |
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 the median employee’s total compensation to that of the Executive Chair, Mr. Rivers, who is the Principal Executive Officer, for 2025, as disclosed in the Summary Compensation Table. To determine the median employee for 2025, we used our employee population as of December 31, 2025, excluding the Executive Chair. The date of December 31, 2025 was selected to represent our employee population for 2025, which is inclusive of our colleagues that joined through the HarborOne merger in November 2025. As of December 31, 2025, Eastern’s employee population, consisting of all full-time, part-time and seasonal employees, was 2,547 individuals. The median of all base salaries (excluding the PEO) was reviewed to determine our median base salary as the consistently applied compensation measure. With the median employee identified, this individual’s 2025 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.
PEO Pay Ratio
| • | 2025 total annual compensation for the median employee was $111,467 |
PEO Pay Ratio
| • | 2025 total annual compensation for Mr. Rivers, the PEO, was $4,432,693 |
PEO Pay Ratio
| • | The result is a median employee to PEO pay ratio of 1: 39.8 |
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.
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.
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 $) | Operating Net Income (thousand $) (5) | | 2025 | $4,432,693 | $5,074,020 | $2,736,668 | $2,993,480 | $128.18 | $152.71 | $88,219 | $317,977 | | 2024 | $4,186,136 | $5,028,364 | $1,777,413 | $2,057,039 | $116.46 | $143.39 | $119,561 | $196,620 | | 2023 | $4,915,097 | $3,898,615 | $1,999,339 | $1,648,743 | $93.07 | $126.67 | $232,177 | $167,274 | | 2022 | $6,743,680 | $5,859,893 | $3,437,369 | $2,918,229 | $109.53 | $127.17 | $199,759 | $195,950 | | 2021 | $4,208,543 | $4,189,967 | $2,380,559 | $2,321,245 | $125.55 | $136.64 | $154,665 | $160,589 |
Pay Versus Performance
| (1) Eastern’s PEO for the years reported 2021-2025 is Mr. Rivers. |
Pay Versus Performance
| (2) Eastern’s Non-PEO NEOs for each year are as follows: |
Pay Versus Performance
| • | For 2025, “Non-PEO NEOs” include current NEOs, Messrs. Sheahan, Q. Miller, Rosato and Westermann. |
Pay Versus Performance
| • | For 2024, “Non-PEO NEOs” included NEOs, Messrs. Sheahan, Q. Miller, Rosato and Fitzgerald, the former Chief Administrative Officer, Chief Financial Officer and Treasurer, Eastern Bankshares, Inc., and Ms. Henry, General Counsel & Chief HR Officer. |
Pay Versus Performance
| • | For 2023, “Non-PEO NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald, Westermann and Lodge, our former President and CEO of Eastern Insurance Group LLC, and Ms. Henry. |
Pay Versus Performance
| • | For 2022, “Non-PEO NEOs” included NEOs, Messrs. Q. Miller, Fitzgerald and Westermann, and Ms. Henry. |
Pay Versus Performance
| • | For 2021, “Non-PEO NEOs” included Messrs. Q. Miller and Fitzgerald, as well as Jan A. Miller, our former Vice Chair and Chief Commercial Banking Officer, and John F. Koegel, the former President and CEO of Eastern Insurance Group LLC. |
Pay Versus Performance
| (3) Reflects the cumulative total shareholder return of Eastern Bankshares, Inc. over the five-year period. The reporting is based on a theoretical $100 invested of the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025. |
Pay Versus Performance
| (4) Reflects the cumulative total shareholder return of the KRX over the five-year period. The reporting is based on a theoretical $100 invested on the last day of 2020 and valued as of the last trading day of 2021, 2022, 2023, 2024 and 2025. |
Pay Versus Performance
| (5) Represents a non-GAAP financial measure. Please refer to the Company’s most recent Annual Report on Form 10-K for a reconciliation of non-GAAP financial measures. |
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 Performance table.
Compensation Actually Paid vs. GAAP Net Income
Compensation Actually Paid vs. GAAP Net Income
Compensation Actually Paid vs. Operating Net Income
Compensation Actually Paid vs. Operating Net Income
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Through December 31, 2025, each of the Company’s non-employee directors who served for all of 2025 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 and Technology 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 $40,000. In addition, directors receive per-meeting fees for attending various special or additional meetings, including those of Eastern Bank’s board of advisors, board of ambassadors, and an investment advisory committee. Directors who are also employees do not receive compensation for their service as directors. Set forth below is a summary of the compensation received by each of the non-employee directors for the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($)(4) | | Richard C. Bane | $108,500 | $65,000 | $24,521 | $198,021 | | Luis Borgen | $94,750 | $65,000 | $23,521 | $183,271 | | Joseph F. Casey (5) | $7,500 | $— | $— | $7,500 | | Joseph T. Chung | $105,500 | $65,000 | $24,521 | $195,021 | | Bari A. Harlam | $78,750 | $65,000 | $23,521 | $167,271 | | Marisa J. Harney | $84,500 | $65,000 | $2,160 | $151,660 | | Diane S. Hessan | $98,500 | $65,000 | $24,521 | $188,021 | | Richard E. Holbrook | $84,750 | $65,000 | $24,521 | $174,271 | | Deborah C. Jackson | $130,000 | $65,000 | $23,521 | $218,521 | | Peter K. Markell | $115,750 | $65,000 | $23,521 | $204,271 | | Leon A. Palandjian | $81,000 | $65,000 | $— | $146,000 | | Cathleen A. Schmidt | $81,000 | $65,000 | $1,000 | $147,000 | | Michael J. Sullivan (5) | $6,250 | $— | $— | $6,250 | | Linda M. Williams | $84,500 | $65,000 | $2,160 | $151,660 | | Andargachew S. Zelleke | $73,750 | $65,000 | $— | $138,750 |
DIRECTOR COMPENSATION
| (1) Represents total fees earned in 2025, including fees deferred pursuant to the 409A Plan if applicable. |
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 19, 2025, multiplied by the number of shares underlying the award. |
DIRECTOR COMPENSATION
| (3) Represents accrued dividends paid upon the vesting of a portion of restricted stock awards granted on November 30, 2021 and the vesting of annual restricted stock granted on May 13, 2024 for the Directors who received those grants. Amounts also include matching contributions of $1,000 to charitable institutions in the name of the director pursuant to a matching charitable gift program offered through the Foundation for each of Messrs. Bane, Chung, Holbrook and Mses. Hessan and Schmidt. 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. |
DIRECTOR COMPENSATION
| (4) The directors’ total compensation in this table does not include earnings on the 409A Plan, a non-qualified deferred compensation plan in which 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. |
DIRECTOR COMPENSATION
| (5) Messrs. Casey and Sullivan joined the Board of Directors in November 2025 and received fees in 2025 in connection with meeting attendance. |
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:
DIRECTOR COMPENSATION
| • | Non-employee directors shall hold five times the value of their cash retainers in shares of the Company’s stock; |
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 |
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. |
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, 2026, all of our non-employee directors met or were on track to meet the Company’s stock ownership guidelines within the required time period.